Board Committees

Executive Committee

The Executive Committee has the duty and responsibility to advise and assist the officers of the Corporation in all matters concerning its interest and the management of its business.  Whenever the Board is not in session, the Executive Committee may, in general, exercise the powers of the Board in the management of the business and affairs of the Corporation. The Executive Committee is composed of five (5) members of the Board who meet at least four (4) times a year.

The committee is chaired by Mr. Kevin L. Tan with Mr. Kingson U. Sian as Vice-Chairman, and Mr. Andrew L. Tan, Mr. Chua Ming Huat and Mr. Jose Alvaro D. Rubio as members.

Link: Executive Committee Charter


Nomination Committee

The Nomination Committee has the duty and responsibility to review and evaluate the qualifications of all persons nominated to the Corporation’s Board and other appointments that require Board approval, and to assess the effectiveness of the Board’s processes and procedures in the election and replacement of its directors. The Nomination Committee is composed of three (3) members of the Board, one of whom should be an independent director, and is required to meet at least twice a year.

The committee is chaired by Mr. Kingson U. Sian with Mr. Enrique M. Soriano III and Jose Alvaro D. Rubio as members.

Link: Nomination Committee Charter


Remuneration and Compensation Committee

The Remuneration and Compensation Committee has the duty and responsibility to establish a formal and transparent procedure for developing a policy on remuneration of directors and officers to ensure that their compensation is consistent with the Corporation’s culture, strategy and the business environment in which it operates. The Remuneration and Compensation Committee is composed of three (3) members of the Board, one of whom should be an independent director, and is required to meet at least  once a year.

The committee is chaired by Mr. Andrew L. Tan with Mr. Kingson U. Sian and Mr. Jesus B. Varela as members.

Link: Remuneration and Compensation Committee Charter


Audit Committee

The Audit Committee is responsible for overseeing the senior management in establishing and maintaining an adequate, effective and efficient internal control framework. It ensures that systems and processes are designed to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of operations, and safeguarding of the Corporation’s assets. The Audit Committee should be composed of three (3) non-executive members of the Board and shall meet at least two (2) times a year.    

The committee is chaired by Mr. Jesus B. Varela, an independent director, with Mr. Kingson U. Sian and Jose Alvaro D. Rubio as members.

Link: Audit Committee Charter


Corporate Governance Committee

The Corporate Governance Committee has the duty and responsibility to assist the Board of Directors in ensuring the Corporation’s compliance and proper observance of corporate governance principles and practices, including functions of nomination, election and remuneration of the Corporation’s directors. It oversees the implementation of the corporate governance framework and periodically reviews the same  to ensure that it remains appropriate to the complexity and business strategy of the Corporation. It is composed of three (3) members, majority of whom should be independent directors, including the chairman of the committee. 

The committee is chaired by Mr. Jesus B. Varela with Mr. Kingson U. Sian and Mr. Enrique M. Soriano III as members. Mr. Soriano III and Mr. Varela are independent directors of the Company.

Link: Corporate Governance Committee Charter


Board Risk Oversight Committee

The Board Risk Oversight Committee has the duty and responsibility to develop the Corporation’s enterprise risk management plan and to ensure its attainment, functionality and effectiveness. It reports to the Board on a regular basis the material risk exposures of the corporation, assesses the probability of each identified risk, the possible significant financial impact and likelihood of occurrence, and recommends further action or plans to reduce foregoing risks.  It is composed of three members of the Board, a majority of whom should be independent directors, and is required to meet at least once a year.

The committee is chaired by Mr. Enrique M. Soriano III with Mr. Kingson U. Sian and Mr. Jesus B. Varela  as members. Mr. Soriano III and Mr. Varela are independent directors of the Company.


Related Party Transaction Committee

The Related Party Transaction Committee shall be responsible in evaluating and reviewing all the existing relations between and among businesses and counterparties. It ensures that all material related party transactions of the Corporation are continuously identified to guarantee that these are not undertaken on more favorable economic terms and that no corporate or business resources are misappropriated or misapplied which may result in potential reputational risk issues to the Corporation.   It is composed of three members of the Board, all of whom are non-executive directors, two of whom should be independent, including the chairman, and is required to meet at least once a year.

The committee is chaired by Mr. Jesus B. Varela with Mr. Enrique M. Soriano III and Mr. Jose Alvaro D. Rubio as members, who are all non-executive directors. Mr. Soriano III and Mr. Varela are independent directors of the Company.