CORPORATE GOVERNANCE

Board Committees and Charter

BOARD COMMITTEES 2018-2019

 

Audit and Related Party Transaction Committee:
HONORIO O. REYES-LAO (Independent), Chairman
ANTONIO JOSE U. PERIQUET (Independent), Member
CESAR A. BUENAVENTURA (Non-executive Director), Member 


Risk Oversight Committee:
ANTONIO JOSE U. PERIQUET (Independent), Chairman
HONORIO O. REYES-LAO (Independent), Member
HERBERT M. CONSUNJI (Executive Director), Member 


Corporate Governance Committee
(with functions of Nomination & Election and Compensation & Remuneration Committees)

ANTONIO JOSE U. PERIQUET (Independent), Chairman
HONORIO O. REYES-LAO (Independent), Member
CESAR A. BUENAVENTURA (Non-executive Director), Member


Executive Committee
ISIDRO A. CONSUNJI
VICTOR A. CONSUNJI
JORGE A. CONSUNJI
HERBERT M. CONSUNJI
CESAR A. BUENAVENTURA

Ex-Officio:
ALFREDO R. AUSTRIA
CESAR F. SIMBULAN, JR.
NESTOR D. DADIVAS


HERBERT M. CONSUNJI
Chief Compliance Officer / Chief Risk Officer

ANTONIO JOSE U. PERIQUET
Lead Director

BRIAN T. LIM
Internal Audit Lead Coordinator

PUNONGBAYAN & ARAULLO PARTNER IN-CHAREGE
Chief Audit Executive (fully outsourced internal auditor)


Board Charter

The Board Charter (the “Charter”) governs the relationship between the board committees and the board as contained in the charters of the committees which have been approved and adopted by the board. The Charter is intended to complement or supplement the Corporation Code of the Philippines, the Corporation’s articles of incorporation and by-laws, issuances of the Securities and Exchange Commission (SEC), Philippine Stock Exchange, Inc. (PSE) and other applicable laws, rules and regulations.

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Statement of Board of Directors' Responsibility for Internal Controls



Internal Corporate Governance Assessment
The Company adapted an annual performance evaluation of the Board providing their insights on their overall performance. The Company also adapted the following assessment:

Full Board Review
The Full Board Review covers the Board activities, mission and purpose, governance, board organization, meetings and membership, and management support.


Peer Board Review
The Peer Board Review allows each director to assessment their co-directors in terms of leadership, interpersonal skills, strategic thinking and their contribution to the board.


CEO Appraisal
The Board will assess separately the performance of the Chief Executive Officer to rate his financial, strategic, governance, internal processes and business development capacities.

Audit Committee Assessment
In compliance with SEC Memorandum Circular No. 4 Series of 2012 Guidelines for the Assessment of the Performance of the Audit Committee of listed companies, the Company adapted the Audit Committee Assessment which contains the oversight responsibilities under the Code of Corporate Governance: financial reporting, risk management, internal control, management, and internal and external audit.