COMMITTEES OF THE BOARD
The Company’s Board of Directors has constituted certain committees to effectively manage the operations of the Company. The Company’s principal committees include the Executive Committee, the Audit and Risk Committee, the Nomination Committee and the Compensation and Remuneration Committee. A brief description of the functions, responsibilities and composition of the key committees is set out below:
The Executive Committee supports the Board to accomplish its work in the most efficient way and to strengthen the management and administration of the corporation through the performance of its duties and responsibilities. It facilitates decision making in between Board meetings or in the case of a crisis or other urgent circumstances. The Executive Committee is composed of at least three members to be determined and appointed by the Board of Directors. As of the date of this Prospectus, the Executive Committee consists of Dennis A. Uy (Chairman), Raymundo Martin Escalona, Lara C. Lorenzana and Jose Angel Sueiro.
Audit and Risk Committee
The Audit and Risk Committee enhances the Board’s oversight capability over the Company’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations. It also has such duties and responsibilities as set out in the relevant laws and regulations. The Audit and Risk Committee is composed of at least three directors, one of whom must be an independent director and one of whom must have audit experience. The Chairman of the Audit and Risk Committee is an independent director. As of the date of this Prospectus, the Audit and Risk Committee consists of Eric O. Recto (Chairman), Ma. Concepcion F. De Claro, and Angela E. Ignacio.
The Nomination Committee is responsible for reviewing the structure, size and composition of the Board and ensuring that the Board is comprised of the right balance of skills, knowledge and experience. Its responsibilities include pre-screening and shortlisting all candidates nominated to become a member of the Board. The Nomination Committee is composed of at least three directors, one of whom must be an independent director. As of the date of this Prospectus, the Nomination Committee consists of Raymundo Martin Escalona (Chairman), William Yap and Jose Angel Sueiro.
Compensation and Remuneration Committee
The function of the compensation and remuneration committee is to establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of directors and corporate officers, and provide oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the Company’s culture, strategy and control environment. The Compensation and Remuneration Committee is composed of at least three directors, one of whom must be an independent director. As of the date of this Prospectus, the Compensation and Remuneration Committee consists of Dennis A. Uy (Chairman), Eric O. Recto and Raymundo Martin Escalona.