Committees

The Board may create committees as it deems necessary, in accordance with the company’s By-LawsManual of Corporate Governance, and Charter of the Board of Directors 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 Committee (BROC).


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
  • Lew Yoong Keong Allen, Member
  • Cezar P. Consing, Member 
  • 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

  • Rex Ma. A. Mendoza, Chairman (ID)
  • Saw Phaik Hwa, 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

  • Rex Ma. A. Mendoza, Chairman (Lead ID)
  • Cezar P. Consing, Member
  • Lew Yoong Keong Allen, Member
  • Saw Phaik Hwa, Member (ID)
  • 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)
  • Saw Phaik Hwa, Member (ID)
  • Rex Ma. A. Mendoza, Member (ID)
  • Romeo L. Bernardo, Member

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

  • Delfin L. Lazaro, Chairman
  • Romeo L. Bernardo, Member
  • Cezar P. Consing, Member
  • 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 Committee (BROC)

  • Saw Phaik Hwa, Chairman (ID)
  • Rex Ma. A. Mendoza, Member (ID)
  • Cirilo P. Noel, Member (ID)
  • Romeo L. Bernardo, Member

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 2021 according to their respective Committee meetings is enumerated below:

TOTAL MEETINGSBOARD
COMMITTEE
BOARD
MEMBERS
PRESENTABSENT
6



Executive



Jaime Augusto Zobel de Ayala
Lew Yoong Keong Allen1
Fernando Zobel de Ayala4
Ernest L. Cu
Ng Kuo Pin2
5
3
4
6
1
1
-
-
-
-
4


Audit and Related Party Transactions


Cirilo P. Noel
Saw Phaik Hwa
Rex Ma. A. Mendoza
Romeo L. Bernardo
4
4
4
4
-
-
-
-
3



Compensation and Remuneration



Rex Ma. A. Mendoza
Fernando Zobel de Ayala
Lew Yoong Keong Allen1
Saw Phaik Hwa
Cirilo P. Noel

3
3
2
3
3
-
-
-
-
-
6

Nomination and Governance

Rex Ma. A. Mendoza
Saw Phaik Hwa
Cirilo P. Noel
6
6
6
-
-
-
7


Finance


Delfin L. Lazaro
Romeo L. Bernardo
Cezar P. Consing3
Ng Kuo Pin2
7
7
6
2
-
-
-
1
4


Board Risk Oversight


Saw Phaik Hwa
Rex Ma. A. Mendoza
Romeo L. Bernardo
Cirilo P. Noel
4
4
4
4
-
-
-
-

* Represents Board meetings held in 2021 and during the incumbency of the director.
1 Mr. Lang Tao Yih, Arthur resigned from the Globe Board of Directors effective May 6, 2021. To fill the vacancy, Mr. Lew Yoong Keong Allen was elected to
serve for the unexpired term of Mr. Lang or until the next annual stockholders’ meeting. Mr. Lew was likewise appointed as Co-Vice Chairman of the Board
and Member of the Executive Committee and the Compensation and Remuneration Committee.
2 Mr. Samba Natarajan, resigned from the Globe Board of Directors effective October 8, 2021. To fill the vacancy, Mr. Ng Kuo Pin was elected to serve for
the unexpired term of Mr. Natarajan or until the next annual stockholders’ meeting. Mr. Ng Kuo Pin was likewise appointed as Member of the Executive
Committee and the Finance Committee.
3 Mr. Cezar P. Consing was elected Director at the annual stockholders’ meeting on April 20, 2021.
4 Mr. Fernando Zobel de Ayala was appointed as Member of the Executive Committee at Board’s organizational meeting after the ASM on April 20, 2021.

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 December 2021, which was led by Mr. Rex Ma. A. Mendoza, the Lead ID. All NEDs were present at the meeting. Among the agenda items covered during the meeting were updates on talent management and employee engagement.


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.

Manual of Corporate Governance

Board of Directors' Charter

Certifications of Independent Directors

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