1. Corporate Governance CommitteeThe Corporate Governance Committee is composed of at least three members of the Board, two of whom must be independent directors, including the Chairman.The Corporate Governance Committee has the following powers, duties and responsibilities:
    1. Oversee the implementation of the corporate governance framework and periodically review to ensure that it remains appropriate in light of material changes to our Group’s size, complexity and business strategy, as well as its business and regulatory environments;
    2. Oversee the periodic performance evaluation of the Board and its committees as well as executive management, and conducts an annual self-evaluation of its performance;
    3. Ensure that the results of the Board evaluation are shared, discussed, and that concrete action plans are developed and implemented to address the identified areas for improvement;
    4. Recommend continuing relevant education/training programmes for directors, assignment of tasks/projects to board committees, succession plan for the board members and senior officers, and remuneration packages for corporate and individual performance;
    5. Adopt corporate governance policies and ensure that these are reviewed and updated regularly, and consistently implemented in form and substance;
    6. Establish a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers that is consistent with our Group’s culture and strategy as well as the business environment in which it operates;
    7. Determine the nomination and election process for our Group directors and the general profile of board members that our Group may need to ensure that appropriate knowledge, competencies and expertise that complement the existing skills of the Board;
    8. Review, evaluate, pre-screen and shortlist all candidates nominated to become a member of the Board and other appointments requiring Board approval to ensure that candidates possess all the required qualifications, including whether candidates: (1) possess the knowledge, skills, experience, and particularly in the case of non-executive directors, independence of mind given their responsibilities to the Board and in light of the entity’s business and risk profile; (2) have a record of integrity and good repute; (3) have sufficient time to carry out their responsibilities; and (4) have the ability to promote a smooth interaction between Board members; and
    9. Ensure that the following nomination and election policy and procedures are conducted:
      1. Nomination of independent directors shall be conducted by a committee prior to a stockholders’ meeting. All recommendations shall be signed by nominating stockholders and shall bear the conformity of the nominees.
      2. The committee shall pre-screen the nominees and prepare a final list of candidates.
      3. The final list of candidates shall contain the business and/or professional experience of the nominees for independent directors, which list shall be made available to the Commission and to all stockholders through the filing and distribution of the Information Statement, in accordance with SRC Rule 20, or in such other reports the Company is required to submit to the Commission. The name of the person or group of persons who recommended the nominees for independent directors shall be identified in such report including any relationship to the nominees.
      4. Only nominees whose names appear in the final list of candidates shall be eligible for election as independent directors. No other nominations shall be entertained after the final list of candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’ meeting.
      5. The conduct of the election of independent directors shall be made in accordance with the standard election procedures of the Company in its By-laws, subject to pertinent laws, rules and regulations of the Commission.
      6. It shall be the responsibility of the Chairman of the Meeting to inform all stockholders in attendance of the mandatory requirement of electing independent directors. He shall ensure those independent directors are elected during the stockholders’ meeting.
      7. In case of failure of election for independent directors, the Chairman of the Meeting shall call a separate election during the same meeting to fill up the vacancy.
    10. Perform other duties and activities that the Board may consider appropriate in the context of its Charter.
  2. Board Risk Oversight CommitteeThe Board Risk Oversight Committee is composed of at least three members of the Board, the majority of whom must be independent directors, including the Chairman. The Chairman must not be the Chairman of the Board or of any other committee.The Board Risk Oversight Committee is responsible for the oversight of our Company’s enterprise risk management system to ensure its functionality and effectiveness.The Board Risk Oversight Committee has the following powers, duties and responsibilities:
    1. Develop a formal enterprise risk management plan which contains the following elements: (i) common language or register of risks, (ii) well-defined risk management goals, objectives and oversight, (iii) uniform processes of assessing risks and developing strategies to manage prioritised risks, (iv) designing and implementing risk management strategies, and (v) continuing assessments to improve risk strategies, processes and measures;
    2. Oversee the implementation of the enterprise risk management plan and conduct regular discussions on our Company’s prioritised and residual risk exposures based on regular risk management reports and assess how the concerned units or offices are addressing and managing these risks;
    3. Evaluate and approve the risk management plan to ensure its continued relevance, comprehensiveness and effectiveness. It shall revisit defined risk management strategies, look for emerging or changing material exposures, and stay abreast of significant developments that seriously impact the likelihood of harm or loss;
    4. Advise the Board on its risk appetite levels and risk tolerance limits;
    5. Review and approve our Company’s risk appetite levels and risk tolerance limits based on changes and developments in the business, the regulatory framework, the external economic and business environment, and when major events occur that are considered to have major impacts on the company;
    6. Assess the probability of each identified risk becoming a reality and estimate its possible significant financial impact and likelihood of occurrence. Priority areas of concern are those risks that are the most likely to occur and to impact the performance and stability of our Group and its stakeholders;
    7. Provide oversight over management’s activities in managing credit, market, liquidity, operational, legal and other risk exposures of our Group. This function includes regularly receiving information on risk exposures and risk management activities from management; and
    8. Report to the Board as deemed necessary on our Company’s material risk exposures, the actions taken to reduce the risks, and recommend further action or plans, as necessary.
  3. Audit Committee
    The Audit Committee must be composed of at least three members of the Board who preferably have accounting, auditing, and finance backgrounds, a majority of whom must be independent directors and another with audit experience. The chair of the Audit Committee must be an independent director.The Audit Committee has the following duties and responsibilities:

    1. Review all interim and annual financial statements before submission to the Board and prior to disclosure to the public, with particular focus on the following:
      1. compliance with pertinent Philippine and internationally accepted accounting standards, internal financial management, as well as tax, legal and other regulatory requirements;
      2. changes in accounting policies and practices;
      3. major financial reporting issues;
      4. reasonableness of estimates, assumptions, and judgments;
      5. significant adjustments resulting from the audit;
      6. going concern assumptions;
      7. review of unusual or complex transactions including significant related party transactions;
      8. identification and correction of material errors, indications of fraud, and sufficiency of risk controls;
      9. clarification of significant legal risks, contingencies and issues;
      10. disclosure of material information, subsequent events and related party transactions; and
      11. review and approval of management representation letter in recognition of management’s responsibility over the financial statements.
    2. Review with management and external auditors the results of the audit, including any difficulties encountered and other issues warranting the attention of the Audit Committee, and resolve any disagreements between management and the external auditors regarding financial reporting.
    3. Review the adequacy and effectiveness of the Group’s financial and internal controls and systems including financial reporting control, information technology security and oversight and administration of the Group’s whistleblowing policy, based on the state of internal controls provided by management and evaluation of internal control by the internal audit, and discuss recommendations for improving the same such as the inclusion of fraud prevention measures.
    4. Review and make recommendations relating to any communication or report by regulatory agencies relating to the financial statements of our Group and ensure that management undertakes corrective actions, where necessary, in a timely manner.
    5. Review, conduct investigations and make recommendations relating to any communication or report relating to any findings or major investigations on internal controls or financial reporting matters or fraud in connection therewith including issues raised by the external auditor and management’s response thereto.
    6. Review the adequacy and approve the procedures put in place related to hedging policies to be adopted by our Group.
    7. Continually review the effectiveness of our internal control policies and procedures and outsource the internal audit function to the Independent Auditors and Reporting Accountants on a one-time basis to an external auditor to ensure the adequacy and sufficiency of the internal control policies and procedures within our Group.
    8. Monitor and review the implementation of the recommendations raised by the internal auditors, the Independent Auditors and Reporting Accountants in respect of the internal control policies and procedures within our Group as well as the design or operation of the accounting and internal control systems of our Group.
    9. Review with management and the head of the Internal Audit Group the qualifications of an internal auditor and the organisational structure of the internal audit function, to ensure adequacy of resources and independence of the Internal Audit Group.
    10. Review and approve the annual audit plans prepared by the Internal Audit Group and major changes to the plans, if any, including the scope and extent of audit work to ensure adequacy of resources and independence of the Internal Audit Group and compliance with International Standards on the Professional Practice of Internal Auditing. The scope of the internal audit examination should cover the evaluation of adequacy and effectiveness of controls on governance, operations, information systems, protection of assets and compliance with applicable laws, rules and regulations.
    11. Review with management significant findings and recommendations of the Internal Audit Group and management’s response thereto including an action plan for implementation to correct weaknesses and any difficulties encountered by the auditors in the course of their audit.
    12. Require the Internal Audit Group to submit an annual report to the Audit Committee and management of its activities and performance relative to the audit plan approved by the Audit Committee.
    13. Review and evaluate the professional qualifications, performance and independence of the external auditor and the lead partner.
    14. Review and approve with the external auditor, before the audit commences, the nature and scope of the audit plans, including scope, audit resources and expenses, and reporting obligations.
    15. Review and approve the fees, remuneration and terms of engagement of the external auditor for audit and non-audit services.
    16. Evaluate and approve non-audit work by external auditor, including the fees payable therefor, and evaluate any non-audit work undertaken to ensure that the same does not conflict with audit functions.
    17. Review the reports or communications of the external auditors as to critical policies, alternative treatments, observations on internal controls, audit adjustments, independence, limitations on the audit work set by the management and other material issues that affect the audit and financial reporting, and ensure that management or the Board will promptly address the issues raised.
    18. Ensure that the external auditor complies with auditing standards.
    19. Ensure that the external auditor or the lead, engagement, or handling partner having primary responsibility for the audit or review of our Group is changed every seven years or earlier.
    20. Recommend to the Board the appointment, reappointment, removal and fees of the External Auditor, duly accredited by the Commission, who undertakes an independent audit of our Group, and provides an objective assurance on the manner by which the financial statements should be prepared and presented to the stockholders.
    21. Oversee and regularly review and assess the relevant laws and regulations for the payment and collection of STT to the Bureau of Internal Revenue, for so long as our Group has a secondary listing on the SGX-ST. Where there are material changes to the laws and regulations pertaining to the STT (including changes to the quantum of the STT payable by selling shareholders), the Company shall make timely SGXNET announcements on such changes.
    22. Monitor the international security issues.

    The Audit Committee has full access to management, personnel and records in the performance of its duties and responsibilities ensures that, in the performance of the work of the internal auditor, he/she shall be free from interference by outside parties.

  4. Related Party Transaction CommitteeThe Related Party Transaction Committee is composed of at least three directors, two of whom must be independent directors, including the Chairman.Our Company, as a publicly listed company, is also required to comply with the disclosure, shareholder and/or board approval requirements in respect of related party transactions under the Material RPT Rules.The Related Party Transaction Committee is tasked with reviewing all material RPTs (under the Material RPT Rules) and interested person transactions (under Chapter 9 of the SGX-ST Listing Manual) of our Company. For avoidance of doubt, in cases where the references in Chapter 9 of the SGX-ST Listing Manual is made to the audit committee, this would refer to the Related Party Transaction Committee instead.The Related Party Transaction Committee has the following powers, duties and responsibilities:
    1. Evaluate, on an ongoing basis, existing relations between and among business and counterparties to ensure that all related parties and interested persons are continuously identified, RPTs and interested person transactions are monitored, and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured. Related parties, interested persons, RPTs, interested person transactions and changes in relationships should be reflected in the relevant reports to the Board and regulators/supervisors;
    2. Evaluate all material RPTs and interested person transactions to ensure that these are not undertaken on more favourable economic terms (e.g., price, commissions, interest rates, fees, tenor, collateral requirement) to such related parties and interested persons than similar transactions with unrelated third parties under similar circumstances and that no corporate or business resources of our Company are misappropriated or misapplied, and to determine any potential reputational risk issues that may arise as a result of or in connection with the transactions. In evaluating RPTs and interested person transactions, the Committee takes into account, among others, the following:
      1. The related party’s and/or interested person’s (as the case may be) relationship to the Company and interest in the transaction;
      2. The material terms of the proposed RPT and/or interested person transaction (as the case may be), including the proposed aggregate value of such transaction;
      3. The benefits to our Company of the proposed RPT and/or interested person transaction (as the case may be);
      4. The availability of other sources of comparable products or services; and
      5. An assessment of whether the proposed RPT and/or interested person transaction (as the case may be) is on terms and conditions that are comparable to the terms generally available to an unrelated third party under similar circumstances. Our Company should have an effective price discovery system in place and exercise due diligence in determining a fair price for RPTs and/or interested person transactions (as the case may be);
    3. Ensure that appropriate disclosure is made, and/or information is provided to regulating and supervising authorities relating to our Company’s RPT and interested person transaction exposures, and policies on conflicts of interest or potential conflicts of interest. The disclosure should include information on the approach to managing material conflicts of interest that are inconsistent with such policies, and conflicts that could arise as a result of our Company’s affiliation or transactions with other related parties and interested persons;
    4. Report to the Board of Directors as needed the status and aggregate exposures to each related party and interested person, as well as the total amount of exposures to all related parties and interested persons;
    5. Ensure that transactions with related parties and interested persons, including write-off of exposures are subject to a periodic independent review or audit process;
    6. Oversee the implementation of the system for identifying, monitoring, measuring, controlling, and reporting RPTs and interested person transactions, including a periodic review of RPT and interested person transactions policies and procedures;
    7. Reviewing any interested person transactions;
    8. Reviewing and assessing from time to time whether additional processes are required to be put in place to manage any material conflicts of interest with our interested persons and propose, where appropriate, the relevant measures for the management of such conflicts; and
    9. Reviewing and ensuring adequate resolution of all actual or potential conflicts of interest matters referred to it.
  5. Board Committee Members
      1. Enrique M. Soriano III (Independent Director) – Chairman
      2. Jesli A. Lapus (Independent Director)
      3. Kevin Andrew L. Tan
      1. Enrique M. Soriano III (Independent Director) – Chairman
      2. Jesli A. Lapus (Independent Director)
      3. Ho Poh Wah (Independent Director)
      1. Jesli A. Lapus (Independent Director) – Chairman
      2. Enrique M. Soriano III (Independent Director)
      3. Kendrick Andrew L. Tan
      1. Enrique M. Soriano III (Independent Director) – Chairman
      2. Jesli A. Lapus (Independent Director)
      3. Ho Poh Wah (Independent Director)