A. Nomination Committee
The Board shall create a Nomination Committee which shall have at least three (3) voting (one of whom must be independent). It shall pre-screen and shortlist all candidates nominated to become a member of the board of directors in accordance with the following qualifications and disqualifications:
Qualifications of a Director
Holder of at least one (1) share of stock of the Corporation;
He shall be at least a college graduate or have sufficient practical experience in
managing the business to substitute for such formal education;
He shall be at least twenty one (21) years old;
He shall have been proven to possess integrity and probity; and
He shall be assiduous.
Disqualificationsof a Directors
Any person convicted by final judgment or order by a competent judicial or administrative body of any crime that: involves the purchase or sale of securities as defined in the Securities Regulation Code; arises out of the person’s conduct as an underwriter, broker, dealer, investment adviser, principal, distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; or, arises out of his fiduciary relationship with a bank, quasi-bank, trust company, investment house, or as an affiliated person of any of them.
Any person who, by reason of any misconduct, after hearing or trial, is permanently enjoined by a final judgment or order of the Commission or any court or administrative body of competent jurisdiction from: acting as an underwriter, broker, dealer, investment adviser, principal distributor, mutual fund dealer, futures commission merchant, commodity trading advisor, or floor broker; acting as a director or officer of a bank, quasi-bank, trust company, investment house, or investment company; or, engaging in or continuing any conduct or practice in any of the above capacities or willfully violating laws that govern securities and banking activities. The disqualification shall also apply if such person is currently the subject of an order of the Commission or any court or other administrative body denying, revoking or suspending any registration, license or permit issued to him under the Corporation Code, Securities Regulation Code, or any other law administered by the Commission or BangkoSentralngPilipinas (BSP), or under any rule or regulation issued by the Commission or BSP, or has otherwise been restrained to engage in any activity involving securities and banking; or such person is currently the subject of an effective order of a self-regulatory organization suspending or expelling him from membership, participation or association with a member or participant of the organization.
Any person convicted by final judgment or order by a court or competent administrative body of an offense involving moral turpitude, fraud, embezzlement, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false oath, perjury or other fraudulent act or transgressions.
Any person finally found by the Commission or a court or other administrative body to have willfully violated, or willfully aided, abetted, counseled, induced or procured the violation of, any provision of the Securities Regulation Code, the Corporation Code, or any other law administered by the Commission or BangkoSentralngPilipinas, or any rule, regulation or order of the Commission or BangkoSentralngPilipinas;
Any person judicially declared to be insolvent;
Any person finally found guilty by a foreign court or equivalent financial regulatory authority of acts, violations or misconduct similar to any of the acts, violations or misconduct listed in the foregoing paragraphs; and
Conviction by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code, committed within five (5) years prior to the date of his election or appointment.
Refusal to fully disclose the extent of his business interest as required under the Securities Regulation Code and its Implementing Rules and Regulations. This disqualification shall be in effect as long as his refusal persists;
Absence or non-participation for whatever reason/s for more than fifty percent (50%) of all meetings, both regular and special, of the Board of directors during his incumbency, or any twelve (12) month period during said incumbency. This disqualification applies for purposes of the succeeding election;
Dismissal/termination from directorship in another listed corporation for cause. This disqualification shall be in effect until he has cleared himself of any involvement in the alleged irregularity;
Being under preventive suspension by the Corporation;
If the independent director becomes an officer or employee of the same corporation he shall be automatically disqualified from being an independent director;
Conviction that has not yet become final referred to in the grounds for the disqualification of directors.
A director who is temporarily disqualified shall, within sixty (60) business days from such disqualification, take the appropriate action to remedy or correct the disqualification, unless a longer period is determined by the Board upon consideration of the circumstances. If he fails or refuses to do so for unjustified reasons, the disqualification shall become permanent.
In consultation with the executives or management committee/s, redefine the role, duties and responsibilities of the Chief Executive Officer by integrating the dynamic requirements of the business as a going concern and future expansionary prospects within the realm of good corporate governance at all times.The Chief Executive Officer and other executive directors shall submit themselves to a low indicative limit on membership in other corporate Boards. The same low limit shall apply to independent, non-executive directors who serve as full-time executives in other corporations. In any case, the capacity of directors to serve with diligence shall not be compromised.
The Nomination Committee shall consider the following guidelines in the determination of the number of directorships for the Board: (a) The nature of the business of the Corporations which he is a director; (b) Age of the director; (c) Number of directorships/active memberships and officerships in other corporations or organizations; and, (d) Possible conflict of interest.The optimum number shall be related to the capacity of a director to perform his duties diligently in general.
B. COMPENSATION AND REMUNERATION COMMITTEE
The Compensation or Remuneration Committee shall be composed of at least three (3) members, one of whom shall be an independent director.
Duties and Responsibilities:
Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors, and provide oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the Corporation's culture, strategy and control environment;
Designate amount of remuneration, which shall be in a sufficient level to attract and retain directors and officers who are needed to run the company successfully;
Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of individual directors, if any, and officers;
Develop a form on Full Business Interest Disclosure as part of the pre-employment requirements for all incoming officers, which among others compel all officers to declare under the penalty of perjury all their existing business interests or shareholdings that may directly or indirectly conflict in their performance of duties once hired.
Disallow any director to decide his or her own remuneration.
Provide in the Corporation's annual reports, information and proxy statements a clear, concise and understandable disclosure of compensation of its executive officers for the previous fiscal year and the ensuing year.
Review (if any) of the existing Human Resources Development or Personnel Handbook, to strengthen provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements that must be periodically met in their respective posts.
Or in the absence of such Personnel Handbook, cause the development of such, covering the same parameters of governance stated above.
C. AUDIT COMMITTEE
The audit committee shall be composed of at least three (3) members of the Board, one (1) of whom shall be an independent director and another with audit experience. Each member shall have adequate understanding at least or competence at most of the company's financial management systems and environment. The Chair of the Audit Committee shall be an independent director.
Duties and Responsibilities:
Check all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements;
Perform oversight financial management functions specifically in the areas of managing credit, market, liquidity, operational, legal and other risks of the Corporation, and crisis management;
Review and pre-approve all internal and external audit plans, their nature, scope, resources, budget, expenses, and frequency before the conduct of actual audit;
Perform oversight and direct interface functions with the internal and external auditors, review audit reports and financial statements before submission to the Board;
Elevate to international standards the accounting and auditing processes, practices and methodologies;
Develop a transparent financial management system that will ensure the integrity of internal control activities throughout the company;
Evaluate and determine any non-audit work of the external auditor, periodically review non-audit fees paid in relation to their significance to the total annual income of the external auditor and to the corporation’s overall consultancy expenses, and ensure that any non-audit work will not conflict with the duties of the external auditor as such; and,
Supervise the establishment of an effective financial reporting and internal control system, taking into account: the extent of Management’s responsibility in the preparation of the financial statements and the delineation of its functions with that of the external auditor; the effectiveness of internal control systems that will ensure the integrity of financial reports and protection of corporate assets for the benefit of all stockholders and other stakeholders; the effectiveness of internal audit plans in achieving the functions and objectives of internal audit; and, the Corporation’s compliance with the Commission’s financial reporting requirements.