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The Board shall establish board committees that focus on specific board functions to aid in the optimal performance of its roles and responsibilities. Each board committee shall have its own Committee Charters which shall state their respective purposes, memberships, structures, operations, reporting processes, resources and other relevant information.

(i) The Audit Committee shall assist the Board in enhancing its oversight capability over the Corporation’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations. It shall be composed of The Audit Committee, which shall be composed of at least three (3) appropriately qualified non-executive directors, the majority of whom, including the Chairperson, shall be independent. All of the members of the committee must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance. The Chairperson of the Audit Committee shall not be the Chairperson of the Board or of any other committees. The Audit Committee shall have the following functions:

a) Recommend the approval of the Internal Audit Charter (IA Charter), which formally defines the role of Internal Audit and the audit plan as well as oversees the implementation of the IA Charter;

b) Through the Internal Audit (IA) Department, monitors and evaluates the adequacy and effectiveness of the corporation’s internal control system, integrity of financial reporting, and security of physical and information assets. Well-designed internal control procedures and processes that will provide a system of checks and balances shall be in place in order to (a) safeguard the Corporation’s resources and ensure their effective utilization, (b) prevent occurrence of fraud and other irregularities, (c) protect the accuracy and reliability of the Corporation’s financial data, and (d) ensure compliance with applicable laws and regulations;

c) Oversee the Internal Audit Department, and recommends the appointment and/or grounds for approval of an internal audit head or Chief Audit Executive (CAE). The Audit Committee shall also approve the terms and conditions for outsourcing internal audit services;

d) Establish and identify the reporting line of the Internal Auditor to enable him to properly fulfill his duties and responsibilities. For this purpose, the Internal Auditor shall directly report to the Audit Committee;

e) Review and monitor Management’s responsiveness to the Internal Auditor’s findings and recommendations;

f) Prior to the commencement of the audit, discuss with the External Auditor the nature, scope and expenses of the audit, and ensure the proper coordination if more than one audit firm is involved in the activity to secure proper coverage and minimize duplication of efforts;

g) Evaluate and determine the non-audit work, if any, of the, and periodically reviews the non- audit fees paid to the External Auditor in relation to the total fees paid to him and to the Corporation’s overall consultancy expenses. The committee shall disallow any non-audit work that will conflict with his duties as an External Auditor or may pose a threat to his independence. The non-audit work, if allowed, shall be disclosed in the corporation’s Annual Report and Annual Corporate Governance Report;

h) Review the quarterly, half-year and annual financial statements before their submission to the Board, with particular focus on the following matters:

● Any change/s in accounting policies and practices 

● Major judgmental areas

● Significant adjustments resulting from the audit 

● Going concern assumptions

● Compliance with accounting standards

● Compliance with tax, legal and regulatory requirements.

i) Review the disposition of the recommendations in the External Auditor’s management letter;

j) Perform oversight functions over the corporation’s Internal and External Auditors. It ensures the independence of Internal and External Auditors, and that both auditors are given unrestricted access to all records, properties and personnel to enable them to perform their respective audit functions;

k)  Coordinate, monitor and facilitate compliance with laws, rules and regulations;

l)  Recommend to the Board the appointment, reappointment, removal and fees of the External Auditor, duly accredited by the Commission, who undertakes an independent audit of the corporation, and provides an objective assurance on the manner by which the financial statements shall be prepared and presented to the stockholders; and

m) In case the Corporation does not have a Board Risk Oversight Committee and/or Related Party Transactions Committee, performs the functions of said committees as provided under Recommendations 3.4 and 3.5 of the Code of Corporate Governance for Publicly-Listed Companies.

The Audit Committee shall meet with the Board at least every quarter without the presence of the CEO or other management team members, and periodically meets with the head of the internal audit.

(ii) The Corporate Governance Committee, which shall be tasked to assist the Board in the performance of its corporate governance responsibilities, including the functions that were formerly assigned to a Nomination and Remuneration Committee, shall be composed of at least three (3) members, all of whom shall be independent directors, including the Chairperson. The Corporate Governance Committee shall have the following functions:

a) Oversee the implementation of the corporate governance framework and periodically reviews the said framework to ensure that it remains appropriate in light of material changes to the corporation’s size, complexity and business strategy, as well as its business and regulatory environments;

b) Oversee the periodic performance evaluation of the Board and its committees as well as executive management, and conducts an annual self-evaluation of its performance;

c) 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;

d) 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;

e) Adopt corporate governance policies and ensures that these are reviewed and updated regularly, and consistently implemented in form and substance;

f)  Propose and plan relevant trainings for the members of the Board;

g)  Determine the nomination and election process for the Corporation’s directors and has the special duty of defining the general profile of board members that the Corporation may need and ensuring appropriate knowledge, competencies and expertise that complement the existing skills of the Board; and

h) Establish a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers that is consistent with the corporation’s culture and strategy as well as the business environment in which it operates.