Board Committees

Board Committees

The Board of Directors is supported by seven (7) committees, namely, the (i) Executive Committee, (ii) Nomination Committee, (iii) Audit Committee, (iv) Compensation and Remuneration Committee, (v) Risk Oversight Committee, (vi) Related Party Transactions Committee, and (vii) Corporate Governance Committee. The Board of Directors may create such committees as it may deem necessary to support it in the performance of its functions and in accordance with the By-Laws of the company and to aid in good governance.

Executive Committee

The Executive Committee shall be composed of three (3) members consisting of the Chairman of the Board of Directors, the President and a Director to be jointly appointed by the Chairman and the President. In the exercise of its functions the Committee shall be assisted by the Chief Financial Officer, Financial Controller, General Manager for Fixed Broadband, General Manager for IT Services and other officer as may be deemed necessary by the Committee. The Committee has the power to pass and act upon all matters as the Board of Directors may entrust to it for action in between meetings of the Board of Directors except those actions which, under the law, require the approval of the Board of Directors as a whole and/or shareholders.

Nomination Committee

The Nomination Committee shall be composed of three (3) incumbent members of the Board of Directors and one (1) of whom shall be an Independent Director who shall chair the Committee. The members of the Committee shall designate a Vice-Chairman who shall preside over the meetings of the Committee in the absence of the Chairman. In the exercise of its functions the Committee shall be assisted by the Chief People and Culture Officer, Investor Relations Manager, Corporate Information Officer and other officer as may be deemed necessary by the Committee. One of its tasks is to screen and shortlist individuals nominated for Directors to ensure that all of them has the qualifications and none of the disqualifications specified under the relevant and applicable law, rule or regulation issued by appropriate government agencies including those provided in the Corporation’s By-Laws and Manual on Corporate Governance.

Audit Committee

The Audit Committee shall be composed of such number of members as the Board of Directors shall determine but shall in no case be less than three (3) incumbent members of the Board of Directors the majority of which shall be Independent Directors. An Independent Director shall chair the Audit Committee. Each member of the Committee shall, as far as practicable, have an understanding of accounting and auditing principles in general and of the Corporation’s financial management systems. In the exercise of its functions the Committee shall be assisted by the Chief Financial Officer, Financial Controller, Audit and Risk Officer, and appropriate personnel from the Finance Department. One of its tasks is to review the financial statements and related disclosures and reports certified by the Chief Financial Officer and released to the public or submitted to the Securities and Exchange Commission for compliance with regulatory requirements.

Compensation and Remuneration Committee

The Compensation and Remuneration Committee shall be composed of such number of members as the Board of Directors shall designate but shall in no case be less than three (3) incumbent members of the Board of Directors. In the exercise of its functions the Committee shall be assisted by the Chief People and Culture Officer and Financial Controller. One of its tasks is to establish a formal and transparent procedure for developing a policy on executive remuneration and for the fixing of remuneration packages of Directors and officers and provide oversight over remuneration of officers and other key personnel ensuring that compensation is consistent with the Corporation’s culture, strategy and control environment.

Risk Oversight Committee

The Board Risk Oversight Committee shall be composed of three (3) members, majority of whom shall be Independent Directors. An Independent Director shall chair the Committee. In the exercise of its functions the Committee shall be assisted by the Head of the Legal Department, Corporate Secretary, Financial Controller, Audit and Risk Officer, Vice-President for Network Engineering and Operations Management and other officer as may be deemed necessary by the Committee. One of its tasks is to develop a formal enterprise risk management plan which contains the following information: (i) registry of risks, (ii) well-defined risk management goals, objectives and oversight, (iii) uniform processes of assessing risks and developing strategies to manage prioritized risks, (iv) designing and implementing risk management strategies, and (v) continuing assessments to improve risk management strategies, processes and measures.

Related Party Transactions Committee

The Related Party Transactions Committee shall be composed of such number of members as the Board may designate but in no case less than three (3) members, majority of whom shall be Independent Directors. An Independent Director shall chair the Committee. The members of the Committee shall, as far as practicable, have an adequate working knowledge, experience or expertise that is relevant to the Corporation’s operations and financial management systems and controls, and, in particular, an understanding of the Corporation’s regulatory environment. In the exercise of its functions the Committee shall be assisted by the Chief Finance Officer, Financial Controller, Head of the Legal Department, and representative from the Treasury. One of its tasks is to support the Board of Directors in the optimal performance of its responsibilities in ensuring checks and balances in material related party transactions.

Corporate Governance Committee

The Committee shall be composed of at least three (3) members, majority of whom shall be Independent Directors including the Chairman. In the exercise of its functions the Committee shall be assisted by the Corporate Secretary, Investor Relations Manager and Corporate Information Officer. One of its tasks is to ensure compliance to corporate governance principles and practices including legal and regulatory compliance.