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Board of Committees and their Charters
Board Committees
The Board is supported by three (3) Committees, namely, the (i) Executive Committee, (ii) Audit & Related Party Transactions Committee, and (iii) Corporate Governance Committee. When required, the Committees report to the Board a summary of the actions taken on matters within their competencies and mandates.
Executive Committees
The Executive Committee is composed of five (5) directors. It acts by a majority vote of all its members on such specific matters within the competence of the Board or as may, from time to time, be delegated to it in accordance with the Company’s By-Laws, except with respect to (a) approval of any action for which shareholders’ approval is also required; (b) the filling of vacancies on the Board or in the Executive Committee; (c) the amendment or repeal of By-Laws or the adoption of new By-Laws; (d) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; (e) the distribution of cash dividends; and (f) the exercise of powers delegated by the Board exclusively to other committees, if any. The Executive Committee holds meetings as needed.
Audit and Related Party Transactions Committee
The Audit & Related Party Transactions Committee is composed of three (3) voting directors. Representatives from subsidiaries may sit in the Committee as non-voting directors. The Committee provides the check and balance mechanism and is expected to bring positive results in supervising and supporting the management of the Company. It is responsible for ensuring the development of, compliance with, and periodic review of financial reporting policies and practices of the Company. The Committee’s guidance is likewise sought to ensure that material related party transactions of the Company are entered into solely in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements, in addition to the requirement of appropriate corporate approvals and actions of the Related Parties, as the case may be.
Corporate Governance Committee
The Corporate Governance Committee is composed of five (5) directors, majority of whom are independent. The Committee sets out the role, authority, duties and responsibilities of the Corporate Governance Committee of the Company.