Board Committees

The Board may create committees as it deems necessary, in accordance with the company By-Laws and MCG, to support it in the performance of its functions and to aid in CG responsibilities. The same eleven (11) elected directors that comprise our Board are also members of the different Board Committees. There are five Board Committees whose members were appointed at the organizational meeting held after our most recent ASM on April 17, 2018. Each committee is subject to the authority of the Board as a whole.

 

Our five committees are the Executive Committee, Audit and Related Party Transactions (RPT) Committee, Compensation and Remuneration Committee, Nomination and Governance Committee, and the Finance Committee. Risk management is a responsibility shared by all board committees. Therefore, each Committee is responsible for identifying and addressing risk areas and factors that are relevant to the duties, functions and objectives of the respective Committee.

 

All the Committees have their own charters that are aligned with the objectives, scope and responsibilities of each Committee as identified below:

Members of our Executive Committee include:

 

Jaime Augusto Zobel de Ayala – Chairman

Lang Tao Yih, Arthur – Member

Jose Teodoro K. Limcaoco – Member

Ernest L. Cu – Member

Samba Natarajan – Member

 

Click HERE to view and download the Charter of the Executive Committee.

Our Nomination and Governance Committee is composed entirely of non-executive, independent directors. The members include:

 

Rex Ma. A. Mendoza – Chairman

Cirilo P. Noel – Member

Saw Phaik Hwa – Member

 

Click HERE to view and download the Charter of the Nomination and Governance Committee.

Our Compensation and Remuneration Committee is composed of a majority of non-executive, independent directors. The members include:

 

Rex Ma. A. Mendoza (lead independent director) – Chairman

Fernando Zobel de Ayala – Member

Lang Tao Yih, Arthur – Member

Cirilo P. Noel (independent director) – Member

Saw Phaik Hwa (independent director) – Member

 

Click HERE to view and download the Charter of the Compensation and Remuneration Committee.

Our Audit and Related Party Transactions (RPT) Committee is composed of a majority of non-executive, independent directors. The members include:

 

Cirilo P. Noel (independent director) – Chairman

Rex Ma. A. Mendoza (lead independent director) – Member

Saw Phaik Hwa (independent director) – Member

Romeo L. Bernardo

 

Click HERE to view and download the Charter of the Audit and RPT Committee.

Members of our Finance Committee include:

 

Delfin L. Lazaro – Chairman

Romeo L. Bernardo – Member

Fernando Zobel de Ayala – Member

Samba Natarajan – Member

 

Click HERE to view and download the Charter of the Finance Committee.

The attendance of each Board member according to their respective Committee meetings held in 2017 are enumerated below:

 

TOTAL MEETINGS BOARD COMMITTEE MEMBERS PRESENT ABSENT
7 Executive
Jaime Augusto Zobel de Ayala 7 -
Mark Chong Chin Kok1 1 -
Jose Teodoro K. Limcaoco 7 -
Ernest L. Cu 7 -
Samba Natarajan 7 -
Lang Tao Yih, Arthur2 6 -
5 Audit and Related Party Transactions
Manuel A. Pacis 5 -
Saw Phaik Hwa 5 -
Rex Ma. A. Mendoza 5 -
Romeo L. Bernardo3 3 -
2 Compensation and Remuneration
Rex Ma. A. Mendoza 2 -
Fernando Zobel de Ayala 2 -
Romeo L. Bernardo4 1 -
Mark Chong Chin Kok1 1 -
Lang Tao Yih, Arthur4 1 -
Manuel A. Pacis4 1 -
Saw Phaik Hwa4 1 -
2 Nomination Committee
Rex Ma. A. Mendoza 2 -
Manuel A. Pacis 2 -
Saw Phaik Hwa 2 -
6 Finance
Delfin L. Lazaro 3 3
Romeo L. Bernardo 6 -
Fernando Zobel de Ayala 4 2
Samba Natarajan 6 -


1Mr. Chin Kok was a director until April 18, 2017.
2Mr. Lang Tao Yih was elected Director on April 18, 2017.
3Mr. Bernardo became a member of the Audit and Related Party Transactions Committee on May 9, 2017
4Mr. lang Tao Yih, Mr. Pacis and Ms. Saw became members of the Compensation and Remuneration Committee on May 9, 2017. On the same day, Mr. Bernardo was re-appointed to another Committee from the Compensation and Remuneration Committee.

 

 

 

 

Board of Directors

  • Jaime Augusto Zobel de Ayala

    CHAIRMAN

  • Fernando Zobel de Ayala

    CO-VICE CHAIRMAN

  • Lang Tao Yih, Arthur

    CO-VICE CHAIRMAN

  • Ernest L. Cu

    DIRECTOR, PRESIDENT AND CEO

  • Delfin L. Lazaro

    DIRECTOR

  • Samba Natarajan

    DIRECTOR

  • Romeo L. Bernardo

    DIRECTOR

  • Jose Teodoro K. Limcaoco

    DIRECTOR

  • Rex Ma. A. Mendoza

    LEAD INDEPENDENT DIRECTOR

  • Cirilo P. Noel

    INDEPENDENT DIRECTOR

  • Saw Phaik Hwa

    INDEPENDENT DIRECTOR

Committed to Creating More Value for Shareholders