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Corporate Governance

Committees of the Board of Directors

CEMEX Holdings Philippines, Inc.’s Amended By-laws contemplate the existence of an Audit Committee and a Nomination Committee

Audit Committee

The Audit Committee will carry out, among other things, the following functions: (i) assist the Board of Directors 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 of Directors; (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.

Our Audit Committee is currently comprised of three members.
        Pedro Roxas – Chairman of the Committee
        Alfredo Panlilio
        Vincent Paul Piedad

The Audit Committee reports to the Board of Directors.  Following the favorable endorsement of the Audit Committee, the Board of Directors approved the Charter for the Audit Committee on 25 October 2016.

CHP Charter of the Audit Committee

Nomination Committee

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 of Directors 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 of Directors as well as other appointments that require the approval of the Board of Directors and (iii) assess the effectiveness of the processes and procedures of the Board of Directors in the election or replacement of directors.

Our Nomination Committee is currently comprised of three members.
        Alfredo Panlilio - Chairman of the Committee
        Pedro Roxas
        Jannette Virata Sevilla
The Nomination Committee reports directly to the Board of Directors.  Following the favorable endorsement of the Audit Committee, the Board of Directors approved the Charter for the Audit Committee on 25 October 2016.

CHP Charter of the Nomination Committee

Building the Future
Copyright © 2017 CEMEX S.A.B. de C.V. All rights reserved.


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