Specific responsibilities of the Board are delegated to its sub-committees: the Audit Committee, the Corporate Governance Committee, and the Related Party Transaction Committee. A brief description of the functions and responsibilities of the key committees are set out below:


Audit Committee

The Committee assists and advises the Board of Directors of the Company in fulfilling its oversight responsibilities to ensure the quality and integrity of the Company’s accounting, financial reporting, auditing practices, risk management and internal control systems and adherence to over-all corporate governance best practice. The Committee also oversees the Company’s process for monitoring compliance with laws, regulations, the code of ethics, and performs other duties as the Board may require.

The Audit Committee monitors and evaluates the adequacy and effectiveness of the Company’s internal control system. It provides oversight for the overall management of operating risks, financial reporting and control, the quality of compliance with the CG Manual, service performance of the internal audit and the external auditors, reviews conducted by BSP and other regulatory auditors, and the audit committees of the Company’s subsidiaries. The committee shall consist of at least three (3) members of the Board, majority of whom should be independent directors. The committee shall be chaired by an independent director. The committee is chaired by Restituto T. Lopez and its other members are Mark Anthony C. Migallos and Ignacio Salvador Gimenez, III.


Corporate Governance Committee

The Corporate Governance Committee is tasked to ensure the Board’s effectiveness and due observance of sound corporate governance principles and policies. Prudent and effective corporate governance practices constitute the foundation of the Company’s strength and long-term existence to enhance and maximize long-term shareholder’s value.

The Corporate Governance Committee assists the Board of Directors in fulfilling the Company’s corporate governance responsibilities and helps ensure that the Company observes sound corporate governance principles and guidelines. The Committee shall consist of at least three (3) members of the Board, two (2) of whom should be independent directors. The committee shall be chaired by an independent director. The committee is chaired by Mark Anthony C. Migallos and its other members are Restituto T. Lopez and Robert Ivan F. Olanday.


Related Party Transaction Committee

The Related Party Transaction Committee is tasked with reviewing all material related party transactions of the Company. The Related Party Transaction Committee is charged with ensuring that the Company’s dealings with the public and various stakeholders are imbued with the highest standards of integrity. It independently reviews, vets, and endorses significant and material related party transactions above the transactions qualifying under directors, officers, shareholders, and related interest restrictions in order to ensure that these transactions are dealt on terms no less favorable to the Company than those generally available to an unaffiliated third party under the same or similar circumstances. The Committee shall consist of at least three (3) non-executive members of the Board, two (2) of whom should be independent directors. The Committee shall be chaired by an independent director. The Chairman and members of the Committee shall be appointed by the Board. The committee is chaired by Mark Anthony C. Migallos and its other members are Restituto T. Lopez and John F. Catindig.

Downloadable Content
January 30, 2019
Audit Committee Charter
PDF
January 30, 2019
Related Party Transaction Committee Charter
  61KB
PDF
January 30, 2019
Corporate Governance Committee Charter
  62KB
PDF