CORPORATE GOVERNANCE
Board Committees and Charter
BOARD COMMITTEES 2019-2020
Audit and Related Party Transaction
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Chairman HONORIO O. REYES-LAO (Independent)* Members ANTONIO JOSE U. PERIQUET (Independent) CESAR A. BUENAVENTURA (Non-executive Director) |
Charter
2019 Audit Committee Report
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Board Risk Oversight |
Chairman ANTONIO JOSE U. PERIQUET (Independent) Members HONORIO O. REYES-LAO (Independent) JORGE A. CONSUNJI (Non-Executive Director) |
Charter |
Corporate Governance (with functions of Nomination & Election and Compensation & Remuneration Committees)
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Chairman ANTONIO JOSE U. PERIQUET (Independent) Members HONORIO O. REYES-LAO (Independent) CESAR A. BUENAVENTURA (Non-executive Director) |
CG Charter Nomelec Charter Compen Charter |
Executive Committee
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ISIDRO A. CONSUNJI JORGE A. CONSUNJI HERBERT M. CONSUNJI CESAR A. BUENAVENTURA ANTONIO JOSE U. PERIQUET
Ex-Officio: ALFREDO R. AUSTRIA CESAR F. SIMBULAN, JR. NESTOR D. DADIVAS |
Charter |
*with a degree in Bachelor of Science in Commerce, Major in Accounting
HERBERT M. CONSUNJI |
Chief Compliance Officer / Chief Risk Officer |
ANTONIO JOSE U. PERIQUET |
Lead Independent Director |
BRIAN T. LIM |
Internal Audit Lead Coordinator |
PUNONGBAYAN & ARAULLO PARTNER IN-CHAREGE
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Chief Audit Executive (fully outsourced internal auditor) Internal Audit Charter 2019 CAE Attestation
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2019 BOARD COMMITTEES ACCOMPLISHMENTS
1. Meeting of Non-Executive Directors
The non-executive and independent directors met on February 28, 2019 without the presence of any of the executive directors and/or management, except for the Corporate Secretary who took the minutes of meeting.
2. Audit and Related Party Transaction (RPT) Committee
In 2019, the Audit and RPT Committee accomplished the following work:
- On February 28, 2019 and November 7, 2019, the Committee had executive meetings with the external and internal auditors respectively.
- Recommended the appointment of the external auditors to the Board.
- Reviewed the external auditor’s audit plans, fees and schedules and any related services proposals prior to Board approval.
- Ensured that the external auditor met the rotation requirements for handling partners pursuant to SRC Rule 68(3)(b)(iv) and SEC Memorandum Circular No. 8 Series of 2003.
- Reviewed and discussed with the management and external auditors the consolidated financial statements ended December 31, 2019.
- Assessed the integrity and independence of external auditors and exercising effective oversight in reviewing and monitoring the external auditor’s independence and objectivity and the effectiveness of the audit process.
- Reviewed and discussed the external auditor’s audit plans for the year ending December 31, 2019.
- Reviewed and recommended the appointment of Punongbyan & Araullo as the Company’s internal auditor, including its plans and Charter prior to Board approval.
- Reviewed and discussed the internal auditor’s plans for the year ending December 31, 2019.
- Reviewed the adequacy and effectiveness of the internal control and risk management system based on its assessment, from the reports provided by internal and external auditors, and from management’s assessment of internal controls.
- Reviewed and discussed with the management the quarterly financial reports.
- Reviewed the Management Discussion and Analysis of the annual and quarterly financial statements prior to public disclosures.
- Reviewed the propriety of related party transactions (RPTs) and the required reporting disclosures, considered the terms are on arm’s length and fair to the Company
3. Corporate Governance Committee (with functions of nomination & election and compensation & remuneration)
In 2017, the Corporate Governance Committee accomplished the following:
- Proposed Board Committees and Composition for the year 2019-2020
- Proposed amendments to Related Party Transactions Policy
- Reviewed the Corporation’s Vision, Mission Statements
- Reviewed and evaluated the profile of the candidates for the nomination and election of board of directors.
- Ensured that the qualifications of candidates for directors are aligned with the corporate strategic direction of the Company
- Prepared the Final lists of candidates to the board of directors which was appended in the Definitive Information Statement disclosed to the PSE and SEC and sent the same to the stockholders.
4. Board Risk Committee
The Board Risk Oversight Committee met twice in 2019 and addressed the following concerns:
- Reviewed the existing risk management practice within the DMCI Group.
- Reviewed the risk management structure per subsidiary.
- Identified the Top Ten (10) Risk of the Company and specific plan of actions which were taken or are being proposed to address the said risks.
5. Executive Committee
The Executive Committee met once in 2019 and discussed the following:
- Discussed groups’ business developments and strategies
- Discussed group’s cluster meetings of different departments such as legal, accounting, treasury, HR, and procurement.
- Discussed cluster meetings purposes, observations, exchange of best practices among subsidiaries.
- Discussed human resources issues and information technology concerns among subsidiaries.
BOARD COMMITTEE MEETINGS
For the year 2019
Audit & Related Party Transaction |
February 28, 2019 May 9, 2019 August 7, 2019 November 7, 2019 |
Corporate Governance (with functions of nomination & election, compensation & remuneration) |
March 22, 2019 August 6, 2019
|
Executive Committee |
February 28, 2019 |
Board Risk Oversight Committee |
November 21, 2019 December 5, 2019 |
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.
Board Charter
COMMITTEE CHARTERS