Board Committee Members

Executive Committee

Office Name Date of Appointment No. of Meetings Held No. of Meetings Attended % Length of Service in the Committee
Chairman Jose E.B. Antonio June 29, 2017 4 4 100 1 yr
Member (ED) John Victor R. Antonio June 29, 2017 4 4 100 1 yr
Member (ED) Jose Marco R. Antonio June 29, 2017 4 4 100 1 yr
Member (ED) Jose Roberto R. Antonio June 29, 2017 4 4 100 1 yr
Member (ED) Jose Carlo R. Antonio June 29, 2017 4 4 100 1 yr
Member (ED) Rafael G. Yaptinchay June 29, 2017 4 4 100 1 yr

Audit Committee

Office Name Date of Appointment No. of Meetings Held No. of Meetings Attended % Length of Service in the Committee
Chairman (ID) Stephen CuUnjieng June 29, 2017 4 4 100 1 yr
Member (ID) Carlos C. Ejercito June 29, 2017 4 4 100 1 yr
Member (ED) Jose Carlo R. Antonio June 29, 2017 4 4 100 1 yr
Member (ED) Jose Marco R. Antonio June 29, 2017 4 4 100 1 yr
Member (ED) Rafael G. Yaptinchay June 29, 2017 4 4 100 1 yr

Mr. Stephen T. CuUnjieng, 58 years old, Filipino citizen, is a prominent investment banker, and currently serves as an Independent Director, Aboitiz Equity Ventures, Inc. He has a long and extensive experience in investment banking with several major financial institutions including HFS Capital LLC and Evercore Partners, Inc. is the Chairman of Evercore Asia Limited. He is an advisor to a number of Asia’s most prominent companies like San Miguel Corporation, Samsung Electronics, Tiger Airways, among others. He finished his undergraduate and law degree from Ateneo De Manila University  and  later on, earned his MBA degree from the Wharton School of Business at the University of Pennsylvania.

Mr. Carlos C. Ejercito, 71 years old, Filipino, is the former Chairman of the United Coconut Planters Bank and currently the Chairman and CEO of Nortern Access Mining, Inc, Forum Cebu Coal Corporation and Kaipara Mining and Development Corporation. He graduated Cum Laude from the University of the East where he finished his Bachelor’s Degree in Business Administration. He became a Certified Public Accountant in 1966. He received his Master’s Degree in Business Administration at the Ateneo Graduate School of Business in 1976 and graduated from his Management Development Program in 1983 at the Harvard Business School. As of date, he serves as an Independent Director at Aboitiz Power Corporation, Bloomberry Resorts Corporation and Monte Oro resources and Energy Corporation

The Audit Committee shall have the following functions:

  • 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 Company, and crisis management;
  • Pre-approve all audit plans, scope and frequency one (1) month before the conduct of external audit;
  • Perform direct interface functions with internal and external auditors;
  • Elevate to prevalent international standard the accounting and auditing processes, practices and methodologies of the Company, and develop the following in relation to this duty:
  • A definitive timetable within which the accounting system of the Company will be one hundred percent (100%) compliant with the International Accounting Standards (IAS); and
  • An accountability statement that will specifically identify officers and personnel directly responsible for the accomplishment of such task;
  • Regularly review and improve, if necessary, the Company’s Controller’s Policies and Procedures Manual, in order to provide for a transparent financial management system that will ensure the integrity of internal control activities throughout the Company and the entire organization; and
  • Recommend to the stockholder s the external auditor of the Company.

Nomination, Compensation and Remuneration Committee

 

Office Name Date of Appointment No. of Meetings Held No. of Meetings Attended % Length of Service in the Committee
Chairman Jose E.B. Antonio June 29, 2017 4 4 100 1 yr
Member (ED) John Victor R. Antonio June 29, 2017 4 2 50 1 yr
Member (ID) Jose L. Cuisia, Jr. June 29, 2017 4 4 100 1 yr
Member (ED) Jose Roberto R. Antonio June 29, 2017 4 4 100 1 yr
Member (ID) Carlos C. Ejercito June 29, 2017 4 4 100 1 yr

 

Risk Management Committee

 

Office Name Date of Appointment No. of Meetings Held No. of Meetings Attended % Length of Service in the Committee
Chairman Jose E.B. Antonio June 29, 2017 4 4 100 100
Member (ED) Jose Carlo R. Antonio June 29, 2017 4 4 100 100
Member (ID) Jose L. Cuisia, Jr. June 29, 2017         4         4 100 100
Member (ID) Stephen T. CuUnjieng June 29, 2017         4        4 100 100
Member (ED) Jose Marco R. Antonio June 29, 2017 4 4 100 100
Member (ED) Rafael G. Yaptinchay June 29, 2017 4 4 100 100

 

Related Party Transactions Committee

 

Office Name Date of Appointment No. of Meetings Held No. of Meetings Attended % Length of Service in the Committee
Chairman (ID) Carlos C. Ejercito Nov. 8, 2017 1 1 100 100
Member (ID) Jose L. Cuisia, Jr. Nov. 8, 2017         1         1 100 100
Member (ED) Rafael G. Yaptinchay Nov. 8, 2017         1        1 100 100
Member (ED) Jose Marco R. Antonio Nov. 8, 2017 1  1 100 100

 

Changes in Committee Members

Name of Committee Name Reason
n/a n/a n/a

 

Work Done and Issues Addressed

 

Name  of Committee Work Done Issues Addressed
Executive Approval of JV’s, acquisition of land, availment of loans and real еstatе mortgage/s, approval of several project alunchesand endorsement to the board of placement and subscription transactions
Audit Assisted the Board in its oversight functions specifically relating to the financial reports, statements and soundness of the Company and compliance with legal and regulatory requirements. Reviewed and approved the 2016 Audited Financial Statements of the Company as prepared by the external auditors Sycip, Gorres, Velayo & Co. (SGV), as well as the quarterly unaudited financial statements. The Committee gave its recommendation on the reappointment of SGV as the Company’s external auditors for 2016 and the corresponding audit fee structure. The Committee likewise reviewed and/or approved

specific matters presented by the Internal Audit Division and SGV.

Nomination, Compensation and Remuneration The Committee pre-screened and shortlisted all candidates nominated to become a member of the Board of Directors, in accordance with the minimum qualifications and disqualifications set forth in the Company’s Regulations. The Nomination and Remuneration Committee considered the following in the determination of the number of directorships in other corporations for the members of the Board:

 

(a)         The nature of the business of the corporation in which the            director is also a member of the board;

(b)         The age of the director;

(c)          The number of directorships or active memberships and       officerships in other corporations or organizations; and

(d)         Possible conflict of interest.

Nominate competent members only

Risk Management It reviewed departmental policies, as well as the adequacy and effectiveness of the Company’s enterprise risk management process. The Risk Management Committee provided a report to the Board on its assessment of the effectiveness of the risk management process and reviews reports from Internal Audit (IA) with regard to the independent validation of compliance with the approved ERM Policy and assessment of current state of ERM framework.
Related Party Transactions Committee It will ensure that every Related Party Transaction is conducted in a manner that will protect the Company and its stakeholders from conflict of interest which may arise between the Company and its Related Parties.

 

Committee Program

 

Name  of Committee Planned Programs Issues to be Addressed
Executive The Board has created an internal self-rating system that can measure the performance of the             Board and Management in accordance with the criteria provided for in it Corporate Governance Manual.

 

The Board of Directors and its Senior Management has established and implemented this Manual on Corporate Governance in accordance with the SEC Revised Code of Corporate Governance.  The rules embodied in this manual has been used as reference by the members of the Board and Management.

 

The following are the guidelines for the effective implementation of this Manual:

 

A.           COMMUNICATION PROCESS

 

(1)         The Manual shall be available for inspection by any stockholder of the Company at reasonable hours on business days.

(2)  All directors, executives, and division and department heads of the Company are tasked to ensure the thorough dissemination and communication of the Manual to all employees and related parties and to enjoin compliance in the process.

(3)  An adequate number of printed copies of this Manual must be reproduced by the Human Resources Department, or its equivalent, of the Company, with a minimum of at least one (1) hard copy of the Manual for every department.

 

B.            TRAINING PROCESS

 

(1)  If necessary, funds shall be allocated for the purposes of conducting an orientation program or workshop to operationalize this Manual

(2)  A director shall, before assuming as such, be required to attend a seminar on corporate governance which shall be conducted by a duly recognized private or government institute.

 

C.           MONITORING AND ASSESSMENT

 

(1)          Each Committee shall report regularly to the Board of Directors.

(2)          The Compliance Officer shall establish an evaluation system to determine and measure compliance with this Manual.  Any violation thereof shall subject the responsible officer to employee to the penalty provided under Article 11 of the Manual.

(3)          The establishment of such evaluation system, including the features thereof, shall be disclosed in the Company’s Annual Report (SEC Form 17-A).  The adoption of such performance evaluation system must be covered by Board approval.

(4)           This Manual shall be subject to annual review, unless the same frequency is amended by the Board.

(5)           All business processes and practices being performed within any department or business unit of the Company that are not consistent with any portion of this Manual shall be revoked, unless upgraded to compliant extent.

Audit
Nomination
Remuneration
Risk Management

 

 

Related Party Transactions Committee