In order to ensure the compliance by the Company with the principles of good governance, the Board shall constitute the following committees:
1. Nomination and Remuneration Committee
The Board shall create a Nomination and Remuneration Committee which shall have at least three (3) members of the Board and one (1) non-voting member in the person of the Human Resources Director or Manager and/or a qualified appointee of the Board who shall have the rank of VP.
The Nomination and Remuneration Committee shall pre-screen and shortlist all candidates nominated to become a member of the Board of Directors, in accordance with the minimum qualifications and disqualifications hereunder set forth. The Nomination and Remuneration Committee may include additional qualifications and disqualifications as it may deem fit for good corporate governance.
In consultation with the Board or the executive or management committees, re-define the roles, duties and responsibilities of the Chief Executive Officer by integrating the dynamic requirements of the business as a going concern and further expansionary prospects of the Company within the realm of good governance at all times, if the need arises.
The Nomination and Remuneration Committee shall consider 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.
The optimum number shall be related to the capacity of a director, on a case-to-case basis, to perform his duties diligently in general.
The Chief Executive Officer and other executive directors of the Company 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. An exception to this rule may be applied to memberships in the corporate boards of subsidiaries or affiliates of the Company. In any case, the capacity of directors to serve the Company with diligence shall not be compromised.
The nomination and Remuneration Committee shall further have the following duties and responsibilities relating to compensation and remuneration of the directors, corporate officers and senior management:
(a) Establish a formal and transparent procedure for developing a policy on executive remuneration packages of corporate officers and directors and for fixing the remuneration packages of individual directors and corporate officers;
(b) Provide oversight over remuneration of senior management and other key personnel;
(c) Ensure that the compensation and remuneration for the directors, officers, and senior management is consistent with the Company’s culture, strategy and control environment;
(d) 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;
(e) Develop a form on Full Business Interest Disclosure as part of the pre-employment requirements for all incoming officers. It shall, among others, compel all officers to declare under the penalty of perjury all their existing business interests or performance of duties once hired;
(f) Disallow any director to decide his or her own remuneration;
(g) Provide in the Company’s annual reports and information or proxy statements a clear, concise and understandable disclosure of compensation of its executive officers for the previous fiscal year and ensuing year;
(h) Regularly review the existing Personnel Policy Manual of the company in order to strengthen the 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.
2. 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 chairman of the Audit Committee must be an independent director of the Company.
The Audit Committee shall have the following functions:
(a) Check all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements;
(b) 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;
(c) Pre-approve all audit plans, scope and frequency one (1) month before the conduct of external audit;
(d) Perform direct interface functions with internal and external auditors;
(e) 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:
(f) 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
(g) An accountability statement that will specifically identify officers and personnel directly responsible for the accomplishment of such task;
(h) 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
(i) Recommend to the stockholder s the external auditor of the Company.