Board of Directors

Committees

The Board may create committees as it deems necessary, in accordance with our By-Laws and Manual of Corporate Governance (MCG), to support it in the performance of its functions and to aid in Corporate Governance responsibilities, among others. The 11 Board members are also members of the different Board Committees created. Appointments of directors to their respective Committees are completed at the organizational meeting held after the Annual Stockholders Meeting. There are six (6) Board Committees subject to the authority of the Board as a whole. These committees are the Executive Committee, Audit and Related Party Transactions (RPT) Committee, Compensation and Remuneration Committee, Nomination and Governance Committee, Finance Committee, and Board Risk Oversight and Sustainability Committee (BROSC).

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

Our Board Committee and Charters

Executive Committee

Jaime Augusto Zobel de Ayala, Chairman
Tan Mee Ling Aileen, Co-Vice Chairman
Cezar P. Consing, Co-Vice Chairman
Ernest L. Cu, Member
Ng Kuo Pin, Member

ROLE

The committee provides guidance to management in (a) formulating the basic strategies for achieving targets set by the Board; (b) putting in place the infrastructure for control and operational risk management systems that assess risks on an integrated cross-functional approach, and review and assess the adequacy of Globe Telecom’s operational risk management process, specifically on strategic, technology, and operational risk, jointly with Management. This function shall include receiving from senior management periodic information on risk exposures and risk management activities; (c) considering and/or completing mergers, acquisitions, and strategic investments; and (d) undertaking strategic projects and significant transformation initiatives that include corporate governance campaign and sustainability programs.

View Charter

Nomination and Governance Committee

Ramon L. Jocson, Chairman (ID)
Antonio Jose U. Periquet, Jr., Member (ID)
Cirilo P. Noel, Member (ID)

ROLE

The committee (a) is responsible for installing and maintaining a process to ensure that all directors to be nominated for election at the next Annual Regular Stockholders' Meeting have the qualifications and none of the disqualifications for directors stated in the company's By-Laws and MCG, and in relevant laws, rules, and regulations; (b) encourages the selection of a mix of competent directors, each of whom can add value and create independent judgment as to the formulation of sound corporate strategies and policies; (c) previews and evaluates the qualifications of all persons nominated to positions in the corporation, which require appointment by the Board.

View Charter

Compensation and Remuneration Committee

Antonio Jose U. Periquet, Jr., Chairman (ID)
Jaime Alfonso Antonio Zobel de Ayala, Member
Ramon L. Jocson, Member (ID)
Tan Mee Ling Aileen, Member
Cirilo P. Noel, Member (ID)

ROLE

The committee assists the Board of Directors in governance matters relating to compensation and benefits of Directors, Key Officers, and personnel of the Corporation.

View Charter

Audit and Related Party Transactions Committee

Cirilo P. Noel, Chairman (ID)
Natividad N. Alejo, Member (ID)
Antonio Jose U. Periquet, Jr., Member (ID)
Ramon L. Jocson, Member (ID)

ROLE

To support the Board in the discharge of its functions, primarily on internal controls, material RPTs, and other key corporate governance matters, it is the policy of the Globe Group to constitute and maintain a competent and working ARC in fulfilling their oversight responsibility to the shareholders relating to:

Financial statements and disclosures, financial reporting principles, process, policies, and systems;
Internal Controls;
External/independent auditors;
Internal Audit (IA) function; and
Compliance with relevant legal, regulatory and corporate governance requirements

View Charter

Finance Committee

Cezar P. Consing, Chairman
Natividad N. Alejo, Member (ID)
Ng Kuo Pin, Member

ROLE

This committee oversees the corporation’s financial policy and strategy, including capital structure, dividend policy, acquisitions and divestments, treasury activities, tax strategy and compliance, retirement fund contributions, and financing proposals brought to the Board for approval.

View Charter

Board Risk Oversight and Sustainability Committee (BROSC)

Natividad N. Alejo, Chairman (ID)
Antonio Jose U. Periquet, Jr., Member (ID)
Jaime Alfonso Antonio Zobel de Ayala, Member
Ramon L. Jocson, Member (ID)

ROLE

The Committee responsible for the oversight of the Enterprise Risk Management system to ensure its functionality and effectiveness.

View Charter

- “(ID)” refers to Independent Director

- All directors are non-executive directors (NEDs) except for Mr. Cu.

Committee Attendance

The attendance of each Director in 2023 according to their respective Committee meetings is enumerated below:

TOTAL MEETINGS	BOARD COMMITTEE	BOARD MEMBERS	PRESENT*	ABSENT
3	Executive	Jaime Augusto Zobel de Ayala Cezar P. Consing Tan Mee Ling Aileen* Ernest L. Cu Ng Kuo Pin Lew Yoong Keong Allen*	2 3 1 3 3 2	1 - - - - -
4	Audit and Related Party Transactions	Cirilo P. Noel Natividad N. Alejo* Antonio Jose U. Periquet, Jr.* Ramon L. Jocson* Saw Phaik Hwa* Rex Ma. A. Mendoza* Romeo L. Bernardo*	4 3 3 3 1 1 1	- - - - - - -
4	Compensation and Remuneration	Antonio Jose U. Periquet, Jr.* Cirilo P. Noel Ramon L. Jocson* Jaime Alfonso Antonio Zobel de Ayala Tan Mee Ling Aileen* Rex Ma. A. Mendoza* Lew Yoong Keong Allen* Saw Phaik Hwa*	2 4 2 4 2 2 1 2	- - - - - - 1 -
4	Nomination and Governance	Ramon L. Jocson* Cirilo P. Noel Antonio Jose U. Periquet, Jr.* Rex Ma. A. Mendoza* Saw Phaik Hwa*	1 4 1 3 3	- - - - -
5	Finance	Cezar P. Consing Ng Kuo Pin Natividad N. Alejo* Delfin L. Lazaro* Romeo L. Bernardo*	5 4 3 2 2	- 1 - - -
4	Board Risk Oversight and Sustainability	Natividad N. Alejo* Ramon L. Jocson* Antonio Jose U. Periquet, Jr.* Jaime Alfonso Antonio Zobel de Ayala* Saw Phaik Hwa* Rex Ma. A Mendoza* Romeo L. Bernardo*	3 2 3 1 1 1 1	- 1 - 2 - - -

* Represents Board Committee meetings held in 2023 and during the incumbency of the director.

Discussions with independent views during meetings are encouraged, given due consideration, and properly documented through the minutes of meetings.

The non-executive directors (NEDs) also meet separately during the year without any executives present. The NEDs held their meeting in November 2023, which was led by Mr. Cirilo P. Noel, the Lead ID. All NEDs were present at the meeting. Among the agenda items covered during the meeting were updates on talent management, strategy, and initiatives.

The Board has access to the Corporate Secretary who, among his duties and responsibilities, acts as adviser to directors regarding their responsibilities and obligations, and oversees the flow of information prior to meetings. The Board is also assisted by the Chief Compliance Officer to ensure regulatory compliance and sustain engagement on CG-related matters, among other duties and responsibilities.