Corporate Governance

Board Committees

For detailed discussion, please click on the following link: New Manual on Corporate Governance and refer to Article 4: Board Governance.

Executive Committee – The Board of Directors constituted the Executive Committee for purposes of delegating to it such powers and functions as the Board may exercise, subject to limitations under applicable laws.

  • Tony Tan Caktiong (Chairman)
  • Ernesto Tanmantiong
  • William Tan Untiong
  • Ret. Chief Justice Artemio Panganiban

The Executive Committee shall be constituted and shall be composed of not less than three (3) members of the Board, to be appointed by the Board. The Executive Committee shall report directly to the Board.

Nomination Committee – The Board of Directors constituted the Nomination Committee for purposes of installing and institutionalizing a process to pre-screen and shortlist all candidates nominated to become a member of the Board of Directors in accordance with the qualifications and/or disqualifications as described in the Company’s Corporate Governance Manual, By-Laws, and all applicable laws.

  • Ret. Chief Justice Artemio Panganiban (Chairman)
  • Tony Tan Caktiong
  • Ernesto Tanmantiong
  • William Tan Untiong
  • Cesar V. Purisima

The Nomination Committee shall be constituted and shall be composed of at least three (3) members of the Board of Directors, one (1) of whom shall be an Independent Director.

The functions of the Nomination Committee shall include the following:

  • Pre-screen and shortlist all candidates nominated to become a member of the Board of Directors in accordance with the qualifications and/or disqualifications as described in this Manual, the Company’s By-Laws, and applicable laws;
  • Provide assessment on the Board’s effectiveness in directing the process of renewing and replacing Board members;
  • Review, evaluate and monitor the qualifications of all persons nominated to the Board and other appointments that require the Board’s approval;
  • Assist the Board in developing and adopting a formal and transparent board nomination and election policy. The policy shall include an assessment of the effectiveness of the Board’s processes and procedures in the nomination, election, or replacement of a director;
  • Recommend to the Board any changes or addition to the role, duties and responsibilities of the Chief Executive Officer, by integrating the dynamic requirements of the business as a going concern and future expansionary prospects within the realm of good corporate governance at all times; and
  • Carry out such other duties as may be delegated to it by the Board of Directors from time to time.

Compensation Committee – The Board of Directors constituted the Compensation Committee for purposes of establishing a formal and transparent procedure for developing a policy on executive remuneration and ensuring that compensation and benefit programs of corporate officers, directors, senior management and other key personnel are consistent with the Company’s culture, strategy and control environment.

  • Tony Tan Caktiong (Chairman)
  • Ret. Chief Justice Artemio Panganiban
  • Ang Cho Sit
  • Ee Rong Chong

The Compensation Committee shall consist of at least three (3) members of the Board of Directors, one (1) of whom shall be an independent director.

The functions of the Compensation Committee shall include the following:

  • Establish a formal and transparent procedure for developing a policy on executive remuneration which shall specify the relationship between remuneration and performance and for fixing the remuneration packages of corporate officers and directors;
  • Provide oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the Company’s culture, strategy and control environment;
  • Designate amount of remuneration, which shall be in a sufficient level to attract and retain directors and officers who are needed to run the Company successfully; and
  • Carry out such other duties as may be delegated to it by the Board of Directors from time to time.

Audit Committee – The Board of Directors constituted the Audit Committee for purposes of providing oversight on the integrity of financial reporting process, internal controls, the audit process, and the Company’s process of monitoring compliance with laws and regulations.

  • Cesar V. Purisima (Chairman)
  • Antonio Chua Poe Eng
  • William Tan Untiong
  • Kevin Goh
Audit Committee Charter

Corporate Governance Committee -The Board of Directors constituted the Corporate Governance Committee for purposes of overseeing the implementation, including periodic review, of the corporate governance framework of the Company to ensure that it remains appropriate in light of material changes to the Company’s size, complexity and business strategy, as well as its business and regulatory environments.

  • Ee Rong Chong (Chairman)
  • Ernesto Tanmantiong
  • Cesar V. Purisima

The Corporate Governance Committee shall be constituted and shall be composed of at least three (3) members. The chairman of the Corporate Governance Committee shall be an Independent Director.

The Corporate Governance Committee (CG Committee) is tasked with ensuring compliance with and proper observance of corporate governance principles and practices. It has the following duties and functions, among others:

  • Oversee the implementation of the corporate governance framework and periodically review the said framework to ensure that it remains appropriate in light of material changes to the Company’s size, complexity and business strategy, as well as its business and regulatory environments;
  • Oversee the periodic performance evaluation of the Board and its committees as well as executive management, and conduct an annual self evaluation of its performance;
  • 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;
  • Recommend continuing education/training programs 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;
  • Adopt corporate governance policies and ensures that these are reviewed and updated regularly, and consistently implemented in form and substance;
  • Propose and plan relevant trainings for the members of the Board;
  • Determine the nomination and election process for the Company’s directors and has the special duty of defining the general profile of board members that the Company may need and ensuring appropriate knowledge, competencies and expertise that complement the existing skills of the Board;
  • Establish a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers that is consistent with the Company’s culture and strategy as well as the business environment in which it operates; and
  • Assist the Board in reviewing all material related party transactions (RPT) of the Company.

Further details on the duties and functions of the CG Committee may be founds in the Company’s Manual of Corporate Governance.

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