Our Audit Committee is currently comprised of three members. The Audit Committee will carry out, among other things, the following
functions: (i) assist the Board in
the performance of its oversight responsibility for: our financial reporting
process; our system of internal control; our audit process and the monitoring
of compliance with applicable laws, rules and regulations; (ii) supervise the
effectiveness of our internal control procedures and corporate risk management
systems; (iii) perform oversight functions over our internal and external
auditors, ensuring that the internal and external auditors act independently
from each other, and that each are given unrestricted access to all records,
properties and personnel to enable them to perform their respective audit functions;
(iv) review the annual internal audit plan to ensure its conformity with our
objectives; (v) organize an internal audit department, and consider the
appointment of an independent internal auditor and the terms and conditions of
its engagement and removal; (vi) monitor and evaluate the adequacy and
effectiveness of our internal control system, including financial reporting
control and information technology security; (vii) review the reports
submitted by the internal and external auditors; (viii) review the quarterly,
half-year and annual financial statements before their submission to the Board;
(ix) coordinate, monitor and facilitate compliance with laws, rules and
regulations; (x) evaluate and determine non-audit work, if any, required of the
external auditor, and periodically review the non-audit fees paid to the
external auditor in relation to their significance to the total annual income
of the external auditor and to our overall consultancy expenses and (xi)
establish and identify the reporting line of the internal auditor to enable
them to properly fulfill their duties and responsibilities.
The Audit Committee must be comprised of at least
three directors, preferably with an accounting and financial background. Two of
the members must be independent directors, including the chairman of the Audit Committee.
The current Audit Committee members are Mr. Pedro Roxas (Chairman of the Committee), Mr. Alfredo Panlilio and Mr. Vincent Paul Piedad.
Our Nomination Committee is currently comprised of three members. The Nomination Committee will carry out, among other things, the
following functions: (i) be responsible for providing shareholders with an
independent and objective evaluation of and assurance that the members of the Board
are competent and will foster our long-term success and secure our
competitiveness; (ii) review and evaluate the qualifications of persons
nominated to the Board as well as other appointments that require Board
approval and (iii) assess the effectiveness of the Board's processes and
procedures in the election or replacement of directors.
The Nomination Committee must comprise at least three directors,
including one independent director.The current Nomination Committee members are Mr. Alfredo Panlilio (Chairman of the Committee), Mr. Pedro Roxas and Ms. Jannette Virata Sevilla.