Corporate Governance
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Manual on Corporate Governance
Corporate Governance Principles
Rights of Stakeholders Equitable TreatmentPolicies
of Shareholders The Company's Roles
to Stakeholders Disclosure of Information
and Transparency Responsibilities of the Board
of Directors Enforcement DisciplineDividend Policy Business Conduct Policy Trading Restrictions Policy Whistleblowing Policy Conflict of Interest Policy Related Party Transactions Policy Environment, Health and Safety PolicyAnnual Corporate Governance Report (ACGR) Board Committees - Articles of Incorporation
- By-Laws
- Compliance Survey
Board Committees
Executive Committee
The Executive Committee shall be composed of three (3) Directors to be elected by the Board. The Executive Committee shall have the functions that the Board will delegate.
Mr. Pedro E. Roxas - Chairman
Mr. Manuel V. Pangilinan - Member
Mr. David L. Balangue - Member (Independent Director)
Audit and Risk Committee
The Audit & Risk Committee shall consist of at least three (3) voting Directors, who shall preferably have accounting and finance backgrounds, one (1) of whom shall be an independent director and another with audit experience. The Chair of the Audit & Risk Committee shall be an independent director.
Mr. David L. Balangue - Chairman (Independent Director)
Mr. Christopher H. Young - Member
Mr. Oscar J. Hilado - Member (Independent Director)
Enterprise Risk Management
Enterprise Risk Management
The Board of Directors is tasked to oversee the risk management system of the Company through the Audit Committee, until such time as the Board sees the necessity to create a separate Board Risk Oversight Committee under its Manual of Corporate Governance.
Compensation Committee
The Executive Compensation Committee shall consist of at least three (3) voting Directors, one (1) of whom must be an independent director.
Mr. Manuel V. Pangilinan - Chairman
Mr. Santiago R. Elizalde - Member
Mr. Oscar J. Hilado - Member (Independent Director)
Corporate Governance Committee
The Corporate Governance Committee shall consist of at least three (3) voting Directors, one (1) of whom must be an independent director.
Mr. Oscar J. Hilado - Chairman (Independent Director)
Mr. Pedro E. Roxas - Member
Mr. David L. Balangue - Member (Independent Director)
The Corporate Governance Committee (CG Committee) is tasked with ensuring compliance with and proper observance of corporate governance principles and practices. It has the following duties and functions, among others:
a. Oversees the implementation of the corporate governance framework and periodically reviews the said framework to ensure that it remains appropriate in light of material changes to the corporation’s size, complexity and business strategy, as well as its business and regulatory environments;
b. Oversees the periodic performance evaluation of the Board and its committees as well as executive management, and conducts an annual self-evaluation of its performance;
c. Ensures that the results of the Board evaluation are shared, discussed, and that concrete action plans are developed and implemented to address the identified areas for improvement;
d. Recommends continuing education/training programs for directors, assignment of tasks/projects to board committees, succession plan for the board members and senior officers, and remuneration packages for corporate and individual performance;
e. Adopts corporate governance policies and ensures that these are reviewed and updated regularly, and consistently implemented in form and substance;
f. Proposes and plans relevant trainings for the members of the Board;
g. Determines the nomination and election process for the company’s directors and has the special duty of defining the general profile of board members that the company may need and ensuring appropriate knowledge, competencies and expertise that complement the existing skills of the Board; and
h. Establishes a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers that is consistent with the corporation’s culture and strategy as well as the business environment in which it operates.