Board of Committee

The Risk and Governance Committee

Members Position
Manuel D. Escueta Chairman
Jose Vicente C. Bengzon III Member
Ricardo Manuel M. Sarmiento Member
Stephanie Nicole S. Garcia Member
Levi F. Diestro Member
Juan Arturo Illuminado C. de Castro Member

 

The Chairman explained that there is a need to create a Risk and Governance Committee to aid the Board in the management of the Corporation. Such Committee is also being required by the Philippine Stock Exchange. He the n explained the duties of the Committee. Thereupon, upon motion duly made and seconded, the Board approved the following resolutions: Risk and Governance Committee to perform the following duties and functions:

1. To develop a governance framework and principles, including ongoing evaluation and improvement of governance systems and processes;

2. To identify and oversee risks associated with all the business of the Corporation , in accordance with the Corporation's Risk Management Policy, and for reporting high - level risks to the Board;

3. To monitor the Corporation's exposure to fraud and risks in general;

4. To escalate to the Audit Committee for discussion at a joint session of the Audit and Risk and Governance Committees any items that have a si gnificant financial statement impact or require significant financial statement/regulatory disclosures;

5. To review the Corporation's technology risk management programs;

6. To review reports on fiduciary activities of the Corporation's businesses;

7. To provide general oversight of the Corporation's investment of fiduciary assets;

8 . To report to the Board the major operational risks facing the Corporation , with recommendations for mitigation;

9 . To guide the Board on systems, processes and checks to assist in carrying out its legal duties ; and 10 . To develop a process for the Board to review its performance and functions, and the performance of Board Directors and the Chief Executive Officer.

10. To develop a process for the Board to review its performance and functions, and the performance of Board Directors and the Chief Executive Officer.

Compensation and Nomination Committee

Members Position
Manuel D. Escueta Chairman
Stephanie Nicole S. Garcia Member
Lorenzo Vito M. Sarmiento, III Member
Benjamin I. Sarmiento Jr. Member
Ricardo Manuel M. Sarmiento Member
Levi F. Diestro Member
Juan Arturo Illuminado C. de Castro Member
Ruby P. Macario Non-voting member

 

Pursuant to the Corporation's Manual of Corporate Governance, a Nomination Committee shall be created, and shall have at least three (3) voting directors, one of whom shall be an independent director, as provided herein and under existing laws and regulations. (As amended on 23 June 2005)

The Nomination Committee shall promulgate the guidelines or criteria to govern the conduct of the nomination of independent and regular directors. After the Organizational Meeting of the Board of Directors, the Board of Directors shall appoint the members of the Nomination Committee for the ensuing year. (As amended on 23 June 2005)

All nominations for independent and regular directors shall be submitted to the Nomination Committee prior to the annual or special stockholders' meeting duly called for the purpose. The nominations of independent and regular directors shall be received and reviewed by the Nomination Committee prior to the stockholders' meeting and subject to the 2 guidelines that w ill be issued by the Nomination Committee. All recommendations for independent directors shall be signed by the nominating stockholders together with the acceptance and conformity by the would - be nominee. The Nomination Committee may, at its discretion, accept what is submitted or require further data and/or authorizations on relevant matters regarding the would - be nominee. (As amended on 23 June 2005)

The Nomination Committee shall pre - screen the qualifications and prepare a final list of all candidates for directors, regular or independent. It shall put in place screening policies and parameters to enable it to effectively review the qualifications of the nominees for regular and independent directors. (As amended on 23 June 2005)

The Nomination Committee shall prepare a final list of candidates from those who have passed the qualifications, guidelines, screening policies and parameters for nomination of directors. Said list shall contain all information about these nominees. Only nominees whose names appear on the final list of candidates shall be eligible for election as directors. No other nomination shall be entertained after the final list of candidates shall have been prepared. No further nomination shall be entertained or allowed on the floor during the actual stockholder's meeting. (As amended on 23 June 2005)

The Compensation and Remuneration Committee

Members Position
Manuel D. Escueta Chairman
Stephanie Nicole S. Garcia Member
Lorenzo Vito M. Sarmiento, III Member
Benjamin I. Sarmiento Jr. Member
Ricardo Manuel M. Sarmiento Member
Levi F. Diestro Member
Ruby P. Macario Non-voting member

 

The Compensation or Remuneration Committee shall be composed of at least three (3) members, one of whom shall be an independent director.

Duties and Responsibilities

* Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors, and provide oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the corporation's culture, strategy and control environment.

* Designate amount of remuneration, which shall be in a sufficient level to attract and retain directors and officers who are needed to run the company successfully.

* Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of individual directors, if any, and officers.

* Develop a form on Full Business Interest Disclosure as part of the pre - employment requirements for all incoming officers, which among others compel all officers to declare under the penalty or perjury all their existing business interests or shareholdings that may directly or indirectly conflict in their performance of duties once hired.

* Disallow any director to decide his or her own remuneration. * Provide in the corporation's annual reports, information and proxy statements a clear, concise and understandable disclosure of compensation of its executive officers for the previous fi scal year and the ensuing year.

* Review (if any) of the existing Human Resources Development or Personnel Handbook, to strengthen provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements that must be periodically met in their respective posts.

* Or in the absence of such Personnel Handbook, cause the development of such, covering the same parameters of governance stated above

The Audit Committee

Members Position
Atty. Eduardo T. Rondain Chairman
Manuel D. Escueta Member
Jose Vicente C. Bengzon III Member
Ricardo Manuel M. Sarmiento Member
Benjamin I. Sarmiento Jr Member
Lorenzo Vito M. Sarmiento, III Member
Juan Arturo Illuminado C. de Castro Member

The audit committee shall be composed of at least three (3) members of the Board, one (1) of whom shall be an independent director. Each member shall have adequate understanding at least or competence at most of the company's financial management systems and environment.

Duties and Responsibilities

* Check all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements.

* Perform oversight financial management functions specifically in the areas of managing credit, market, liquidity, operational, legal and other risks of the Corporation, and crisis management.

* Pre-approve all audit plans, scope and frequency one (1) month before the conduct of external auditors.

* Perform direct interface functions with the internal and external auditors.

* Elevate to international standards the accounting and auditing processes, practices and methodologies, and develop the following in relation to this reform:

a. A definitive timetable within which the accounting system of the Corporation will be 100% International Accounting Standard (IAS) compliant.

b. An accountability statement that will specifically identify officers and/or personnel directly responsible for the accomplishment of such task.

* Develop a transparent financial management system that will ensure the integrity of internal control activities throughout the company through a step - by - step procedures and policies handbook that will be used by t he entire organization.