The Group’s Board of Directors has constituted certain committees to effectively manage the operations of our Company. Our Company’s principal committees include the Executive Committee, Audit Committee, Nomination and Compensation Committee, and the Corporate Governance Committee. A brief description of the functions and responsibilities of the key committees are set out below:

Board Committees

The Executive Committee shall be composed of at least three board members, to be appointed by the Group’s Board. The Executive Committee, when the Board is not in session, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation except with respect to:
(1) approval of any action for which stockholders approval is also required;
(2) filling of vacancies in the Board:
(3) the amendment or repeal of these By-Laws or the adoption of new By-Laws;
(4) the amendment or repeal of any resolution of the Board which by its express terms is not so amenable or repealable;
(5) a distribution of dividends to the stockholders; and
(6) such other matters as may be specifically excluded or limited by the Board.

Board Committees

The Executive Committee shall be composed of at least three board members, to be appointed by the Group’s Board. The Executive Committee, when the Board is not in session, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation except with respect to:
(1) approval of any action for which stockholders approval is also required;
(2) filling of vacancies in the Board:
(3) the amendment or repeal of these By-Laws or the adoption of new By-Laws;
(4) the amendment or repeal of any resolution of the Board which by its express terms is not so amenable or repealable;
(5) a distribution of dividends to the stockholders; and
(6) such other matters as may be specifically excluded or limited by the Board.

Lester C. Yu

Chairman of the Committee

MADELENE T. SAYSON

Member of the Committee

SHIRLEY O. TAN

Member of the Committee

    Audit Committee

    The Audit Committee shall be composed of at least four (4) voting members who are members of the Group’s Board, at least three of which are non-executive directors, including the independent directors. The Chairman of this Committee should be an independent director.

    The key functions of the Audit Committee are assisting the Group’s Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations; providing oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risks, including receipt or information on risk exposures and risk management activities; providing oversight over the Internal Audit Department and External Auditors; monitoring and evaluating the adequacy and effectiveness of our Company’s internal control system; reviewing the quarterly and annual financial statements before their submission to our Company’s Board; and overseeing the implementation of risk management and related party strategies and policies.

    Audit Committee

    The Audit Committee shall be composed of at least four (4) voting members who are members of the Group’s Board, at least three of which are non-executive directors, including the independent directors. The Chairman of this Committee should be an independent director.

    The key functions of the Audit Committee are assisting the Group’s Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations; providing oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risks, including receipt or information on risk exposures and risk management activities; providing oversight over the Internal Audit Department and External Auditors; monitoring and evaluating the adequacy and effectiveness of our Company’s internal control system; reviewing the quarterly and annual financial statements before their submission to our Company’s Board; and overseeing the implementation of risk management and related party strategies and policies.

    DENNIS T. BENG HUI

    Chairman of the Committee

    ROGELIO M. GUADALQUIVER

    Member of the Committee

    CALVIN F. CHUA

    Member of the Committee

    SHIRLEY O. TAN

    Member of the Committee

      Nomination and Compensation Committee

      The Nomination and Compensation Committee of the Group’s Board shall have at least three members, one of whom shall be an independent director and one non-voting member in the person of the Vice President for Corporate Human Resources of our Company. The Nomination and Compensation Committee shall review and evaluate the qualifications of all individuals nominated to the Group’s Board and other appointments that require Board approval, and to assess the effectiveness of the Group’s Board’s processes and procedures in the election or replacement of directors. The Committee shall also establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages for corporate officers and directors, and provide oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with our Company’s culture, strategy and control environment.

      Nomination and Compensation Committee

      The Nomination and Compensation Committee of the Group’s Board shall have at least three members, one of whom shall be an independent director and one non-voting member in the person of the Vice President for Corporate Human Resources of our Company. The Nomination and Compensation Committee shall review and evaluate the qualifications of all individuals nominated to the Group’s Board and other appointments that require Board approval, and to assess the effectiveness of the Group’s Board’s processes and procedures in the election or replacement of directors. The Committee shall also establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages for corporate officers and directors, and provide oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with our Company’s culture, strategy and control environment.

      BAMBI MAUREEN E. DONATO

      Chairman of the Committee

      LESTER C. YU

      Member of the Committee

      MADELENE T. SAYSON

      Member of the Committee

        Corporate Governance Committee

        The Corporate Governance Committee shall consist of at least three (3) voting members who are members of the Group’s Board of Directors (all of which shall be Independent Directors). Among other functions that may be delegated by the Group’s Board, the Committee shall be responsible for overseeing the implementation of the corporate governance framework and periodically reviews the said framework; overseeing the periodic performance evaluation of the Group’s Board and its committees as well as executive management, and conducts an annual self-evaluation of its performance; and recommending continuing education/training programs for directors, assignment of tasks/projects to board committees, succession plan for the Group’s Board members and senior officers, and remuneration packages for corporate and individual performance.

        Corporate Governance Committee

        The Corporate Governance Committee shall consist of at least three (3) voting members who are members of the Group’s Board of Directors (all of which shall be Independent Directors). Among other functions that may be delegated by the Group’s Board, the Committee shall be responsible for overseeing the implementation of the corporate governance framework and periodically reviews the said framework; overseeing the periodic performance evaluation of the Group’s Board and its committees as well as executive management, and conducts an annual self-evaluation of its performance; and recommending continuing education/training programs for directors, assignment of tasks/projects to board committees, succession plan for the Group’s Board members and senior officers, and remuneration packages for corporate and individual performance.

        SHIRLEY O. TAN

        Chairman of the Committee

        DENNIS T. BENG HUI

        Member of the Committee

        BAMBI MAUREEN E. DONATO

        Member of the Committee

          Committee Charters

          View / Download Committee Charters File