Corporate Governance

Board Committees

To assist the Board in ensuring adherence to the principles of good corporate governance, the Board has created five committees.

Corporate Governance Committee

The Corporate Governance Committee is tasked to assist the Board in performing the corporate governance duties as required under the Company’s Corporate Governance (CG) Manual, the CG Code and the relevant regulations of the Philippine Stock Exchange (PSE). It oversees the implementation of the corporate governance framework and periodically reviews the said framework to ensure that it remains appropriate in light of material changes to the Company’s size, complexity and business strategy, as well as its business and regulatory environments. It also reviews and oversees the implementation of policies relating to business interest disclosures and conflict of interest, appointments and promotions of officers, and performance evaluation of the Board and its committees, as well as senior management.

Audit Committee

The primary purpose of the Audit Committee is to enhance the Board’s oversight capability over the company’s financial reporting, internal control system, internal and external audit processes, discharging other duties and powers as may be delegated by the Board, and as required under the Corporate Governance Manual, Code of Corporate Governance of the Securities and Exchange Commission (SEC), and the Corporate Governance Guidelines and the listing rules of the Philippine Stock Exchange (PSE).

The Audit Committee is therefore responsible for overseeing senior management in establishing and maintaining an adequate, effective and efficient internal control framework. It ensures that systems and processes are designed to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of operations, and safeguarding of assets.

Board Risk Oversight Committee

The Board Risk Oversight Committee is tasked to assist the Board in assessing and managing enterprise risks, including financial, regulatory, strategic and operational risks, and ensuring that there is an effective and integrated risk management process developed for the benefit of the Company and its shareholders.

Related Party Transactions Committee

The Related Party Transactions Committee ensures that the Company continuously evaluates existing relationships between and among businesses and counterparties to identify, monitor, measure, control, and report related party transactions (RPTs) and ascertain that these are entered into only on an arms-length basis. The Committee is responsible for ensuring that appropriate disclosures are made relating to the Company’s RPT exposures and policies on conflict of interest. It also oversees the periodic review of RPT policies and procedures.

Executive Committee

The Executive Committee, when the Board is not in session, shall have and may exercise any of the powers of the Board in the management of the business and affairs of the Corporation. The Executive Committee shall act on such specific matters within the competence of the Board excepting: Approval of any action for which shareholders’ approval is also required; Fill vacancies in the Board; Amend or repeal by-laws or adopt new by-laws; Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable; and Distribute cash dividends to the shareholders.