Executive Committee

The Executive Committee shall be composed of at least three board members, to be appointed by the Company’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) distribution of dividends to the stockholders; and
(6) such other matters as may be specifically excluded or limited by the Board.

Executive Committee

The Executive Committee shall be composed of at least three board members, to be appointed by the Company’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) 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

Madelene T. Sayson

Member

Rogelio M. Guadalquiver

Member

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    Audit Committee

    The Audit Committee shall be composed of at least four (4) voting members who are members of the Company’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 Company’s Board in the performance of its oversight responsibility for the financial reporting process, the 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 of the 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 Company’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 Company’s Board in the performance of its oversight responsibility for the financial reporting process, the 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 of the 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.

    Bernardino M. Ramos

    Chairman

    Lee Ceasar S. Junia

    Member

    Madelene T. Sayson

    Member

    Rogelio M. Guadalquiver

    Member

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      Nomination and Compensation Committee

      The Nomination and Compensation Committee of the Company’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 Company’s Board and other appointments, that require Board approval and to assess the effectiveness of the Company’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 of corporate officers and directors, and provide oversight

      over the 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 Company’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 Company’s Board and other appointments that require Board approval and to assess the effectiveness of the Company’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 of corporate officers and directors, and provide oversight over the remuneration of senior management and other key personnel ensuring that compensation is consistent with our Company’s culture, strategy, and control environment.

      David Jonathan Y. Bayot

      Chairman

      Lester C. Yu

      Member

      Madelene T. Sayson

      Member

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        Corporate Governance Committee

        The Corporate Governance Committee shall consist of at least three (3) voting members who are members of the Company’s Board of Directors (all of which shall be Independent Directors). Among other functions that may be delegated by the Company’s Board, the Committee shall be responsible for overseeing the implementation of the corporate governance framework and periodically review the said framework; overseeing the periodic performance evaluation of the Company’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 Company’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 Company’s Board of Directors (all of which shall be Independent Directors). Among other functions that may be delegated by the Company’s Board, the Committee shall be responsible for overseeing the implementation of the corporate governance framework and periodically review the said framework; overseeing the periodic performance evaluation of the Company’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 Company’s Board members and senior officers, and remuneration packages for corporate and individual performance.

        Lee Ceasar S. Junia

        Chairman

        David Jonathan Y. Bayot

        Member

        Bernardino M. Ramos

        Member

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