|Vicente J.A. Sarza||Chairman|
|Manuel D. Escueta||Member|
|Jose Vicente C. Bengzon, III||Member|
|Benjamin I. Sarmiento, Jr.||Member|
|Juan Arturo Iluminado C. de Castro||Member|
Provide oversight functions over the internal audit department/unit, internal and external auditors, the Corporation’s Enterprise Management Framework system, as well as management’s activities in managing credit, market liquidity, operational, legal, and other risk exposures of the Corporation
Recommend approval of and oversee the implementation of the Internal Audit Charter (IA Charter).
Monitor and evaluate the adequacy and effectiveness of the Corporation’s internal control system and crisis management, integrity of financial reporting, security of physical and information assets, and develop a transparent financial management system.
Recommend the appointment and/or grounds for approval of an internal audit head or Chief Audit Executive (CAE).
Review and monitor management’s responsiveness to the Internal Auditor’s findings and recommendations and the disposition of the recommendations in the External Auditor’s management letter.
Prior to the commencement of audit, discuss with the External Auditor the nature, scope, and expenses of the audit.
Evaluate and determine the non-audit work, if any, of the External Auditor, and periodically review the non-audit fees paid to the External Auditor in relation to the total fees paid to him/her and to the corporation’s overall consultancy expenses.
Disallow any non-audit work that will conflict with duties as an External Auditor or may pose a threat to the auditor’s independence. The non-audit work, if allowed, should be disclosed in the Corporation’s Annual Report and Annual Corporate Governance Report.
Review and approve Interim and Annual Financial Statements before their submission to the Board.
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.
Recommend to the Board the appointment, re-appointment, removal, and fees of the External Auditor duly accredited by the Commission, and provide an objective assurance on the manner by which the financial statements should be prepared and presented to the stockholders.
Develop, oversee and evaluate the implementation a formal enterprise risk management plan and revisit defined risk management strategy, look for emerging or changing material exposures, and stay abreast of significant developments that seriously impact the livelihood of harm or loss.
Review the Corporation’s risk appetite levels and risk tolerance limits based on changes and developments in the business, the regulatory framework, the external economic and business environment, and when major events occur that are considered to have major impacts on the Corporation; and advise the Board on risk appetite levels and risk tolerance limits
Conduct regular discussions on the Corporation’s prioritized and residual risk exposures based on regular risk management reports and assess how the concerned units or offices are addressing and managing the risks
Assess the probability of each identified risk becoming a reality, estimate its possible significant financial impact and likelihood of occurrence, and report to the Board the Company’s material risk exposures, actions taken to reduce the risks, and recommends further action or plans, as necessary.
Review and monitor all material related party transactions of the Corporation and subsequent changes in relationship with counterparties.
Evaluate on an ongoing basis existing relations between and among businesses and counterparties, and all material related party transactions.
Ensure that appropriate disclosure is made and/or information is provided to regulating and supervising authorities relating to the company’s related party exposures, and policies on conflicts of interest or potential conflicts of interest.
Report to the Board of Directors on a regular basis the status and aggregate exposures to each related party, as well as the total amount of exposures to all related parties.
Ensure that transactions with related parties, including write-off of exposures are subject to a periodic independent review or audit process.
|Manuel D. Escueta||Chairman|
|Vicente J.A. Sarza||Member|
|Ricardo Manuel M. Sarmiento||Member|
|Stephanie Nicole S. Garcia||Member|
|Jose Vicente C. Bengzon, III||Member|
Oversee the implementation of and develop the corporate governance framework and periodically review the said framework.
Propose, plan, and recommend continuing education/training programs for directors, and assignment of tasks/projects to board committees.
Adopt corporate governance policies and ensure that these are reviewed and updated regularly, and consistently implemented in form and substance.
Establish a formal and transparent procedure to develop a policy on executive remuneration and for determining and fixing the remuneration of directors and officers that is consistent with the corporation’s culture and strategy as well as the business environment in which it operates.
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.
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 fiscal year and the ensuing year.
Review the Corporation’s existing Human Resources Development or Personnel Handbook, if any, 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.
Pre-screen and shortlist all candidates nominated to become a member of the board of directors in accordance with the following qualifications and disqualifications set forth in this Manual and the existing laws, rules, and regulations.
Determine the nomination and election process for the company’s directors.
Define the general profile of board members that the company may need and ensuring appropriate knowledge, competencies and expertise that complement the existing skills of the Board.
Consider the following guidelines in the determination of the number of directorships for the Board: (a) the nature of the business of the Corporations which he is a director; (b) age of the director; (c) number of directorships/active memberships and officerships in other corporations or organizations; and (d) possible conflict of interest.