Board Committee Charters

Executive Committee

The Company’s Executive Committee shall, according to the authority granted by the Board or during the absence of the Board, act on specific matters within the competence of the Board as may from time to time be delegated to the Executive Committee. The Executive Committee shall have the following functions:

  • Assist the Board in overseeing the implementation of strategies and sustaining the Company’s long-term success and competitiveness in a manner consistent with its mission/ vision;
  • Review of major issues facing the organization;
  • Monitor the operating activities of each business group;
  • Define and monitor the Company’s performance improvement goals;
  • Define group-wide policies and actions and overseeing their implementation;
  • Foster the sharing of information in all areas of the business group; and
  • Performs other duties and responsibilities as the Committee may deem appropriate within the scope of its primary functions or as may be assigned by the Board.

The Company’s Executive Committee shall be composed of at least three members of the Board, who shall appoint the Committee Chairperson and Committee Secretary. A majority of the members of the Executive Committee shall be members of the Board of Directors.



Audit Committee

The Company’s Audit Committee is composed of three members of the Board, who shall preferably have accounting and finance backgrounds, at least one of whom is an independent director and another with audit experience. The chair of the Audit Committee should be an independent director.

The Audit Committee has the following functions:

  • Provide oversight over management’s activities in managing credit, market, liquidity, operational, legal, and other risks of the Company. This function shall include regular receipt from Management of information on risk exposures and risk management activities; 
  • Recommends the approval the Internal Audit (“IA”) Charter, which formally defines the role of Internal Audit and the audit plan as well as oversees the implementation of the IA Charter;
  • Through the Internal Audit (“IA”) Department, monitors and evaluates the adequacy and effectiveness of the Company’s internal control system, integrity of financial reporting, and security of physical and information assets. Well-designed internal control procedures and processes that will provide a system of checks and balances should be in place in order to (a) safeguard the Company’s resources and ensure their effective utilization, (b) prevent occurrence of fraud and other irregularities, (c) protect the accuracy and reliability of the company’s financial data and information technology security, and (d) ensure compliance with applicable laws and regulations;
  • Oversees the IA Department, and recommends the appointment and/or grounds for approval of an internal audit head or Chief Audit Executive (CAE). The Audit Committee should also approve the terms and conditions for outsourcing internal audit services;
  • Establishes and identifies the reporting line of the Internal Auditor to enable him to properly fulfill his duties and responsibilities. For this purpose, the Internal Auditor should directly report to the Audit Committee;
  • Reviews and monitors Management’s responsiveness to the Internal Auditor’s findings and recommendations;
  • Review the annual internal audit plan to ensure its conformity with the objectives of the Company. The plan shall include the audit scope, resources, and budget necessary to implement it;
  • Prior to the commencement of the audit, discusses with the External Auditor the nature, scope and expenses of the audit, and ensures the proper coordination if more than one audit firm is involved in the activity to secure proper coverage and minimize duplication of efforts;
  • Evaluates and determines the non-audit work, if any, of the External Auditor, and periodically reviews the non-audit fees paid to the External Auditor in relation to the total fees paid to him and to the Company’s overall consultancy expenses. The committee should disallow any non-audit work that will conflict with his duties as an External Auditor or may pose a threat to his independence. The non-audit work, if allowed, should be disclosed in the Company’s Annual Report and Annual Corporate Governance Report;
  • Reviews and approves the Interim and Annual Financial Statements before their submission to the Board, with particular focus on the following matters: 
    • Any change/s in accounting policies and practices
    • Areas where a significant amount of judgment has been exercised 
    • Significant adjustments resulting from the audit
    • Going concern assumptions
    • Compliance with accounting standards
    • Compliance with tax, legal and regulatory requirements
  • Reviews the disposition of the recommendations in the External Auditor’s management letter;
  • Performs oversight functions over the Company’s Internal and External Auditors, including the review of reports submitted by them. It ensures the independence of Internal and External Auditors, and that both auditors are given unrestricted access to all records, properties and personnel to enable them to perform their respective audit functions;
  • Coordinates, monitors and facilitates compliance with laws, rules and regulations;
  • Recommends to the Board the appointment, reappointment, removal and fees of the External Auditor, duly accredited by the SEC, who undertakes an independent audit of the Company, and provides an objective assurance on the manner by which the financial statements should be prepared and presented to the stockholders.



Nomination Committee

The Nomination Committee shall be composed of at least three members of the Board. The Nomination Committee shall review and evaluate the qualifications of all persons nominated to the Board and other appointments that require Board approval and shall assess the effectiveness of the Board’s processes and procedures in the election or replacement of directors.




Compensation Committee

The Company’s Compensation Committee is responsible for establishing a formal and transparent procedure for developing a policy for remuneration of directors and officers to ensure that their compensation is consistent with the Corporation’s culture, strategy, and the business environment in which it operates. The Compensation Committee must comprise at least three members, one of whom must be an independent Director.