CORPORATE GOVERNANCE
Key Mandates
Guided by the principles of fairness, integrity, transparency, and accountability, our governance framework plays a critical role in championing ethical and sustainable practices.
The Board of Directors is mandated to enhance stockholder value by fostering the long-term success of the Company and sustaining its competitiveness and profitability in a manner consistent with the Company's vision, mission, and corporate objectives.
The Chairman of the Board serves to represent the interests of all Shareholders and Stakeholders, and to oversee the performance of the Board and its Directors. He champions exemplary ethical governance principles for Directors, Officers, and Employees to emulate and likewise espouse.
The Management is headed by the President and CEO. It is responsible for the Company's successful implementation of the strategy and direction as approved by the Board and exercises control over the Company's processes and effective execution of strategies that facilitate performance that are attuned to the Company's business environment, and culture.
The Corporate Secretary, under the direction of the Chairman, is responsible for ensuring that good information flows within the Board and Board Committees and between Management and Non-Executive Directors.
The Board is likewise assisted by the Company's Compliance Officer who has the duties to monitor, review, evaluate and ensure the compliance by the Company, its Officers and Directors with the relevant laws, rules and regulations and all governance issuances of regulatory agencies and report violations thereof to the Board and recommend the imposition of appropriate disciplinary action.
The Corporate Governance Office (CGO) attests to the Company's dedication to pursue excellence in corporate governance. The CGO directly reports to the Governance and Risk Committee and is headed by the Chief Corporate Governance and Risk Officer. Its mandate is to support the Board of Directors and Management in the formulation and implementation of CG plans, programs and initiatives, and in monitoring compliance among the ranks to achieve the highest standards of competence and ethical culture among Directors, Officers and Employees.
The Internal Audit team directly reports to the Audit Committee and is headed by the Chief Audit Executive. The role of the Internal Audit is to provide independent, objective assurance, and consulting services to the Management designed to add value and improve the Company's operations. The role also includes ensuring the adequacy of the network of risk management, control, and governance processes.
Governance and Risk Committee
The Governance and Risk Committee shall assist the Board of Directors in establishing the Company's overall governance, enterprise risk management, and sustainability framework and policies. It is also tasked with ensuring that these policies are aligned with the internally recognized practices and are consistent throughout the Company. An integral task of the Committee is the annual review and implementation of the Company's Revised Manual on Corporate Governance, execution of risk management strategies and practices including regulatory and ethical compliance monitoring, as well as its sustainability programs and reports in order to sponsor improvements for the Board of Director's approval.
Governance and Risk Committee Charter
Members:
Artemio V. Panganiban (Chairman, ID)
Arlyn Sicangco-Villanueva (ID)
June Cheryl A. Cabal-Revilla (NED)
Artemio V. Panganiban (Chairman, ID)
Arlyn Sicangco-Villanueva (ID)
June Cheryl A. Cabal-Revilla (NED)
Audit Committee
The Audit Committee has oversight of financial reporting and internal controls of the Company. It is responsible for recommending the external auditor and ensuring that non-audit work does not compromise their independence. The Audit Committee also approves the Internal Audit function and its scope of work.
Members:
Arlyn Sicangco-Villanueva (Chairman, ID)
Artemio V. Panganiban (ID)
June Cheryl A. Cabal-Revilla (NED)
Arlyn Sicangco-Villanueva (Chairman, ID)
Artemio V. Panganiban (ID)
June Cheryl A. Cabal-Revilla (NED)
Nomination Committee
The Nomination Committee is responsible for vetting and recommending members for nomination to the Board of Directors, including membership in the various Board Committees. The Nomination Committee has the authority to utilize professional search firms or other external sources of candidates when searching for candidates to the Board of Directors pursuant to its Charter which provides that the Nomination Committee has the authority to avail of resources and authorities appropriate to discharge its functions, duties and responsibilities including the authority to obtain advice from external consultants and functional specialists within the Corporation. The Nomination Committee regularly meets prior to the scheduled Annual Stockholders' Meeting to review the qualifications of the individuals nominated as the Corporation's regular and independent directors. Particularly for the latter, the Committee assesses the independence of the Independent Directors.
Members:
Manuel V. Pangilinan (Chairman; NED)
Jose Ma. K. Lim (NED)
Artemio V. Panganiban (ID)
Manuel V. Pangilinan (Chairman; NED)
Jose Ma. K. Lim (NED)
Artemio V. Panganiban (ID)
Compensation and Remuneration Committee
The Compensation and Remuneration Committee directly oversees compensation and bonus of senior executives and overall compensation framework for all employees. They ensure bonus targets are set aggressively and management is motivated for the long term. As mandated by its Charter, the Compensation Committee also exercises functional oversight on matters pertaining to the areas of leadership development, including but not limited to the development and administration of leadership/succession.
Compensation and Remuneration Committee Charter
Members:
Manuel V. Pangilinan (Chairman; NED)
Jose Ma. K. Lim (NED)
Artemio V. Panganiban (ID)
June Cheryl A. Cabal-Revilla (NED)
Manuel V. Pangilinan (Chairman; NED)
Jose Ma. K. Lim (NED)
Artemio V. Panganiban (ID)
June Cheryl A. Cabal-Revilla (NED)
Finance Committee
The Finance Committee is responsible for overseeing the company's investment strategies, capital allocation, and financial performance monitoring. It evaluates strategies related to Net Asset Value (NAV) discounts, advises the Board on capital allocation, mergers, acquisitions, and disposal proposals, and reviews capital-raising initiatives, including share and debt issuance. Additionally, the committee ensures liquidity, loan covenant compliance, and liability management while addressing other delegated financial matters. It also identifies key financial issues for Board consideration, ensuring sound financial governance and strategic decision-making.
Members:
Manuel V. Pangilinan (Chairman; NED)
Arlyn Sicangco-Villanueva (ID)
Artemio V. Panganiban (ID)
June Cheryl A. Cabal-Revilla (NED)
Jose Ma. K. Lim (ED)
Manuel V. Pangilinan (Chairman; NED)
Arlyn Sicangco-Villanueva (ID)
Artemio V. Panganiban (ID)
June Cheryl A. Cabal-Revilla (NED)
Jose Ma. K. Lim (ED)
KEY STAKEHOLDERS
We recognize the value of our various stakeholders as an integral part of good corporate governance and building a mutually beneficial future.
SHAREHOLDERS
The Company recognizes its responsibility to protect its shareholders' rights by creating ...
BOARD OF DIRECTORS
The Board of Directors (the "Board") is primarily responsible for the governance of the ...
COMPLIANCE OFFICER
To ensure adherence to corporate principles and best practices, the Board shall ...
CUSTOMERS
The Company continually strives to satisfy its customers' expectations and concerns. We ...
EMPLOYEES
The Company is committed to the development and welfare of its employees. ...
SUPPLIERS
The Company aspires to maintain mutually beneficial relationships only with ...
COMMUNITIES & ENVIRONMENT
The Company actively engages with the communities, includin ...
CREDITORS
In accordance with the Code, we protect the rights of our creditors by publicly disclosing a ...