To support its responsibilities, the Board has established five committees: the Executive Committee, the Remuneration Committee, the Board Risk Oversight Committee, the Corporate Governance, Nominations, and Related Party Transactions Committee, and the Audit Committee. Members are appointed during the annual organizational meeting, considering their skills, expertise, and experience. Each committee operates under a Charter defined by the Manual on Corporate Governance, detailing composition, roles, responsibilities, meeting procedures, reporting duties, and performance evaluation standards.
Executive Committee
| Renato C. Valencia | Medel T. Nera | Gerardo C. Ablaza, Jr |
|---|---|---|
| Chariman | Member | Member |
Senior Management Committee
| Lorenzo V. Tan | Reynaldo B. Vea | Alfredo Antonio I. Ayala |
|---|---|---|
| Chairman | Member | Member |
Renumeration Committee
| Renato C. Valencia | Herminia S. Jacinto | Gerardo C. Ablaza, Jr |
|---|---|---|
| Chariman | Member | Member |
Audit Committee
| Herminia S. Jacinto | Medel T. Nera | William H. Ottiger |
|---|---|---|
| Chairman | Member | Member |
Corporate Governance, Nominations, and Related Party Transactions Committee
| Renato C. Valencia | Herminia S. Jacinto | William H. Ottiger |
|---|---|---|
| Chairman | Member | Member |
Board Risk Oversight Committee
| Gerardo C. Ablaza | Renato C. Valencia | Herminia S. Jacinto |
|---|---|---|
| Chairman | Member | Member |
Board Performance and Attendance
Per the Amended By-Laws of the Company, the Board convenes for regular meetings on a quarterly basis, with meetings scheduled a year in advance to ensure high participation rates. The Chief Executive Officer can call special board meetings at the request of any three (3) directors. Notice of meetings and materials are distributed at least two business days prior to the meeting.
The Company's Manual of Corporate Governance also provides that any director who is absent in more than fifty (50%) of all regular and special meetings of the Board during incumbency, or any twelve (12) month period during said incumbency, unless the absence is due to illness, death in the immediate family or serious accident, will face temporary disqualification in the succeeding election.
Executive Committee Attendance
| Director | Jan 15, 2024 | Percentage Present |
|---|---|---|
| Renato C. Valencia | 100% | |
| Medel T. Nera | 100% | |
| Gerardo C. Ablaza, Jr | 100% |
Senior Management Committee Attendance
| Director | Jan 15, 2024 | Feb 28, 2024 | Apr 17, 2024 | Jun 15, 2024 | Percentage Present |
|---|---|---|---|---|---|
| Lorenzo V. Tan | 100% | ||||
| Reynaldo B. Vea | 100% | ||||
| Alfredo Antonio I. Ayala | 100% |
Renumeration Committee Attendance
| Director | Jan 15, 2024 | Feb 28, 2024 | Apr 17, 2024 | Jun 15, 2024 | Percentage Present |
|---|---|---|---|---|---|
| Renato C. Valencia | 100% | ||||
| Herminia S. Jacinto | 100% | ||||
| Gerardo C. Ablaza, Jr | 100% |
Audit Committee Attendance
| Director | Apr 03, 2024 | May 09, 2024 | Jul 24, 2024 | Nov 04, 2024 | Percentage Present |
|---|---|---|---|---|---|
| Medel T. Nera | 100% | ||||
| William H. Ottiger | 75% | ||||
| Herminia S. Jacinto | N/A | N/A | N/A | 100% | |
| Cesar A. Buenaventura | N/A | 100% | |||
| Note : Ms. Jacinto succeeded Mr. Buenaventura as member of the Audit Committee starting August 2024 | |||||
Corporate Governance, Nomination and Related Party Transactions Committee Attendance
| Director | Apr 02, 2024 | May 23, 2024 | Percentage Present |
|---|---|---|---|
| Renato C. Valencia | 100% | ||
| Cesar A. Buenaventura | 100% | ||
| William H. Ottiger | 100% |
Board Risk Oversight Committee Attendance
| Director | Apr 03, 2024 | Jun 06, 2024 | Nov 21, 2024 | Percentage Present | |
|---|---|---|---|---|---|
| Gerardo C. Ablaza, Jr | 67% | ||||
| Renato C. Valencia | 100% | ||||
| Herminia S. Jacinto** | N/A | N/A | 100% | ||
| Cesar A. Buenaventura* | N/A | 100% | |||
| *Did not stand for reelection during the 2024 ASM | |||||
| ** Replaced Mr. Buenaventura | |||||