Nomination and Remuneration/Compensation Committee:

Nomination Committee:
It is a committee acting under an organization's corporate governance area. These
committees tend to focus on evaluating the company's board of directors as well as the
skills that are needed in order to be such a candidate. Nomination committees have
other various duties that can differ by company. (http://www.businessdictionary.com/)
A Nomination Committee, which may be composed of at least three (3) members and
one of whom should be an independent director, to review and evaluate the
qualifications of all persons nominated to the Board and other appointments that require
Board approval, and to assess the effectiveness of the Boards processes and
procedures
in
the
election
or
replacement
of
directors.
(http://www.sec.gov.ph/laws/corporate_governance/Revised%20Code%20CG.pdf)
Remuneration/Compensation Committee:
It is a group of individuals that have been appointed to evaluate and set the pay rate for
senior level management. The committee may also be involved in the selection of other
compensation options such as stocks, bonuses, profit sharing, and additional perks. The
establishment of corporate goals, objectives, and awards relevant to compensation may
also be handled by the committee. (http://www.businessdictionary.com/)
A Compensation or Remuneration Committee, which may be composed of at least three
(3) members and one of whom should be an independent director, to establish a formal
and transparent procedure for developing a policy on remuneration of directors and
officers to ensure that their compensation is consistent with the corporations culture,
strategy
and
the
business
environment
in
which
it
operates.
(http://www.sec.gov.ph/laws/corporate_governance/Revised%20Code%20CG.pdf)

Corporate Governance Committee:

(http://www.bsp.gov.ph/downloads/regulations/attachments/2012/c749.pdf) Page 15
The Corporate Governance committee shall assist the Board of Directors in fulfilling its
corporate governance responsibilities. It shall review and evaluate the qualifications of
all persons nominated to the board as well as those nominated to other positions
requiring appointment by the board of directors. The committee shall be composed of at
least three (3) members of the board of directors, two (2) of whom shall be independent
directors.
The corporate governance committee shall have a written charter that describes the
duties and responsibilities of its members. This charter shall be approved by the board of
directors and reviewed and updated at least annually.
The committee shall be responsible for ensuring the boards effectiveness and due
observance of Corporate Governance principles and guidelines. It shall oversee the
periodic performance evaluation of the board and its committees and executive
management; and shall also conduct an annual self-evaluation of its performance. The
committee shall also decide whether or not a director is able to and has been adequately
carrying out his/her duties as director bearing in mind the directors contribution and
performance (e.g., competence, candor, attendance, preparedness and participation).
Internal guidelines shall be adopted that address the competing time commitments that
are faced when directors serve on multiple boards.
The committee shall make recommendations to the board regarding the continuing
education of directors, assignment to board committees, succession plan for the board
members and senior officers, and their remuneration commensurate with corporate and
individual performance.
The corporate governance committee shall decide the manner by which the boards
performance may be evaluated and proposed an objective performance criteria
approved by the board. Such performance indicators shall address how the board has
enhanced long term shareholders value.