CORPORATE GOVERNANCE

Board Committees and Charter

BOARD COMMITTEES 2018-2019

Audit and Related Party Transaction

Chairman
HONORIO O. REYES-LAO (Independent)*

Members
ANTONIO JOSE U. PERIQUET (Independent)

CESAR A. BUENAVENTURA (Non-executive Director)

Charter
2017 Report

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)

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

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
 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

Chief Audit Executive (fully outsourced internal auditor)
 Internal Audit Charter
 Internal Audit Atttestation by the CAE and CEO

 

2017 BOARD COMMITTEES ACCOMPLISHMENTS

1. Meeting of Non-Executive Directors

The non-executive and independent directors met on March 9, 2017 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 2017, the Audit and RPT Committee accomplished the following work:

  1. On August 7, 2017 and November 3, 2017, the Committee had executive meetings with the external and internal auditors respectively.
  2. Recommended the appointment of the external auditors to the Board.
  3. Reviewed the external auditor’s audit plans, fees and schedules and any related services proposals prior to Board approval.
  4. 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.
  5. Reviewed and discussed with the management and external auditors the consolidated financial statements ended December 31, 2017.
  6. 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.
  7. Reviewed and discussed the external auditor’s audit plans for the year ending December 31, 2017.
  8. Reviewed and recommended the appointment of Punongbyan & Araullo as the Company’s internal auditor, including its plans and Charter prior to Board approval.
  9. Reviewed and discussed the internal auditor’s plans for the year ending December 31, 2017.
  10. 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.
  11. Reviewed and discussed with the management the quarterly financial reports.
  12. Reviewed the Management Discussion and Analysis of the annual and quarterly financial statements prior to public disclosures.
  13. 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:

  1. Proposed Board Committees and Composition for the year 2017-2018
  2. Proposed Corporate Disclosure Policies and Procedures
  3. Proposed amendment to the Corporate Governance Committee Charter
  4. Proposed amendments to the Board Charter
  5. Proposed Charter and Appointment of Fifth Member of the Executive Committee
  6. Reviewed and recommended the appointment of New Stock Transfer Agent
  7. Reviewed the Corporation’s Vision, Mission Statements
  8. Reviewed and evaluated the profile of the candidates for the nomination and election of board of directors.
  9. Ensured that the qualifications of candidates for directors are aligned with the corporate strategic direction of the Company
  10. 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 2017 and addressed the following concerns:

  1. Reviewed the existing risk management practice within the DMCI Group.
  2. Reviewed the risk management structure per subsidiary.
  3. 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 2017 and discussed the following:

  1. Discussed groups’ business developments and strategies
  2. Discussed group’s cluster meetings of different departments such as legal, accounting, treasury, HR, and procurement.
  3. Discussed cluster meetings purposes, observations, exchange of best practices among subsidiaries.
  4. Discussed human resources issues and information technology concerns among subsidiaries.

 

BOARD COMMITTEE MEETINGS

As of July 31, 2018

Audit & Related Party Transaction March 1, 2018
May 8, 2018
August 9, 2018
Corporate Governance 
(with functions of nomination & election, compensation & remuneration)
March 7, 2018
August 9, 2018
Executive Committee July 23, 2018

 

2017 Meetings

Audit & Related Party Transaction March 9, 2017
March 13, 2017
May 5, 2017
August 7, 2017
November 3, 2017
Corporate Governance 
(with functions of nomination & election, compensation & remuneration)
March 9, 2017
March 13, 2017
November 3, 2017
Board Risk Oversight  November 3, 2017
December 19, 2017
Executive Committee February 10, 2017
October 24, 2017

 

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