BOARD COMMITTEES

The Board of Directors discuss company matters during Board and committee meetings to address concerns and decide on appropriate courses of action. These are duly recorded in the minutes of the meetings, copies of which are kept by the Office of the Corporate Secretary and the Office of the Chairman.

The Board of Directors discuss company matters during Board and committee meetings to address concerns and decide on appropriate courses of action. These are duly recorded in the minutes of the meetings, copies of which are kept by the Office of the Corporate Secretary and the Office of the Chairman.

The Board established six (6) committees namely, the Executive Committee, the Audit Committee, the Corporate Governance Committee, the Board Risk Oversight Committee, the Related Party Transactions Committee, and the Compensation and Remuneration Committee to support its authority in overseeing the perormance of the Company.

Summary of Board and Committee Activities for 2023

Summary of Board and Committee Activities for 2022

BOARD COMMITTEES AND MEMBERS

EXECUTIVE COMMITTEE

Willy N. Ocier Chairman
Armin Antonio B. Raquel Santos Member
Exequiel P. Villacorta, Jr. Member

Executive Committee Charter

AUDIT COMMITTEE

The Audit Committee is empowered by the Board to ensure the quality, accuracy, and integrity of the Company’s accounting and financial reporting systems, auditing processes, and internal controls. It also monitors the Company’s adherence to corporate governance best practices.

FROM APRIL 28, 2022 TO APRIL 24, 2023
Maria Gracia P. Tan (ID) Chairperson
Roberto V. Antonio (ID) Member
Maria Gracia P. Tan (ID) Member
Exequiel P. Villacorta, Jr. (NED) Member
BEGINNING APRIL 24, 2023
Laurito E. Serrano (ID) Chairperson
Roberto V. Antonio (ID) Member
Maria Gracia P. Tan (ID) Member
Exequiel P. Villacorta, Jr. (NED) Member

Audit Committee Charter

Audit Committee 2023 Attendance

Audit Committee 2022 Attendance

To view the Attestation on the Adequacy and Effectivity of Internal Audit, Internal Control and Compliance Systems, please click here.

To view the Internal Audit Charter, click here.

CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee reviews the Company’s continual process of good corporate governance, and provides the approach and advice for development. The Committee tasks the management to look into the evolving ASEAN Corporate Governance initiative from the regulators and advocacy groups to see what other enhancements can be properly pursued. The Committee also determines the nominees for election to the Corporation’s Board, which may be done by identifying through professional search firms or other similar mechanisms, recommends candidates to fill vacancies occurring between annual shareholder meetings and provides communication with the Board of Directors, shareholders and regulators.

FROM APRIL 28, 2022 TO APRIL 24, 2023
Juan Victor S. Tanjuatco (ID) Chairperson
Maria Gracia P. Tan (ID) Member
Roberto V. Antonio (ID) Member
BEGINNING APRIL 24, 2023
Roberto V. Antonio (ID) Chairperson
Laurito E. Serrano (ID) Member
Maria Gracia P. Tan (ID) Member

Corporate Governance Committee Charter

Corporate Governance Committee 2023 Attendance

Corporate Governance Committee 2022 Attendance

RISK OVERSIGHT COMMITTEE

The Risk Oversight Committee is tasked to monitor and assess the risk profile of the Company as well as implement a management program for the various types of risk that the Company and its subsidiaries are exposed to in the course of its operations.

FROM APRIL 28, 2022 TO APRIL 24, 2023
Roberto V. Antonio (ID) Chairperson
Jerry C. Tiu (ID) Member
Maria Gracia P. Tan (ID) Member
Exequiel P. Villacorta, Jr. (NED) Member
BEGINNING APRIL 24, 2023
Maria Gracia P. Tan (ID) Chairperson
Roberto V. Antonio (ID) Member
Jerry C. Tiu (ID) Member
Exequiel P. Villacorta, Jr. (NED) Member

Risk Oversight Committee Charter

Risk Oversight Committee 2023 Attendance

Risk Oversight Committee 2022 Attendance

RELATED PARTY TRANSACTIONS COMMITTEE

The Related Party Transactions (RPT) Committee shall assist the Board in assessing material agreements with a related party to determine whether to approve, ratify, disapprove or reject a RPT. The Committee shall take into account whether the RPT is entered into on terms favorable to the Corporation than terms generally available to an unaffiliated third party under the same or similar circumstances.

FROM APRIL 28, 2022 TO APRIL 24, 2023
Jerry C. Tiu (ID) Chairperson
Juan Victor S. Tanjuatco (ID) Member
Roberto V. Antonio (ID) Member
BEGINNING APRIL 24, 2023
Jerry C. Tiu (ID) Chairpeson
Roberto V. Antonio (ID) Member
Laurito E. Serrano (ID) Member

Related Party Transactions Committee Charter

Related Party Transactions Committee 2023 Attendance

Related Party Transactions Committee 2022 Attendance

COMPENSATION AND RENUMERATION COMMITTEE

The Compensation and Remuneration Committee is charged with periodically reviewing policies on salaries and benefits, promotions, and other forms of career advancement within the Company. The Committee also evaluates existing human resources policies against market developments to ensure that our policies remain relevant and supportive of the growth and development of the Company’s workforce.

FROM APRIL 28, 2022 TO APRIL 24, 2023
Juan Victor S. Tanjuatco (ID) Chairperson
Armin Antonio B. Raquel Santos Member
Jerry C. Tiu (ID) Member
BEGINNING APRIL 24, 2023
Jerry C. Tiu (ID) Chairperson
Armin Antonio B. Raquel Santos Member
Laurito E. Serrano (ID) Member

Compensation and Remuneration Committee Charter

Compensation and Remuneration Committee 2023 Attendance

Compensation and Remuneration Committee 2022 Attendance

OTHER BOARD MATTERS

Internal Audit and Compliance Attestation for the year ended December 31, 2023

Internal Audit and Compliance Attestation for the year ended December 31, 2022

Board Evaluation Form for 2023

Board Evaluation Form for 2022

Directors’ Continuing Education in 2023

Directors’ Continuing Education in 2022

Internal Audit Charter

Summary of Board and Committees Meetings in 2023

Summary of 2023 Attendance to Board of Directors’ Meetings

Summary of Activities of the Board of Directors and its Committees in 2021

Board Diversity Policy, Board Distinction List and Skill Set Matrix