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 (CG). The same eleven elected directors that comprise our Board are also members of the different Board Committees. There are six Board Committees whose members were appointed at the organizational meeting held after our most recent Annual Stockholders Meeting on April 23, 2019. Each committee is subject to the authority of the Board as a whole.


Our six committees are the Executive Committee, Audit and Related Party Transactions (RPT) Committee, Compensation and Remuneration Committee, Nomination and Governance Committee, Finance Committee, and the Board Risk Oversight Committee (BROC).


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


Our Board Committee and Charters

Executive Committee

  • Jaime Augusto Zobel de Ayala, Chairman
  • Lang Tao Yih, Arthur, Member
  • Jose Teodoro K. Limcaoco, Member 
  • Ernest L. Cu, Member
  • Samba Natarajan, 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)
  • Cirilo P. Noel, Member (ID)
  • Saw Phaik Hwa, 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)
  • Fernando Zobel de Ayala, Member
  • Lang Tao Yih, Arthur, Member
  • Cirilo P. Noel, Member (ID)
  • Saw Phaik Hwa, 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)
  • Rex Ma. A. Mendoza, Member (Lead ID)
  • Saw Phaik Hwa, Member (ID)
  • Romeo L. Bernardo, Member

ROLE

The committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the shareholders relating to:

  • the integrity of the financial statements and the disclosures, and financial reporting process and principles;
  • internal controls;
  • policies and processes on external/independent auditor’s appointment, enhancing independence and audit quality, remuneration, and assessment of performance of the external auditors;
  • adequacy and effectiveness of the internal audit function;
  • compliance with legal, regulatory, and corporate governance requirements;
  • risk management oversight of financial reporting, operational, and fraud risks;
  • assessment, review, approval, and disclosure of related party transactions according to Globe Telecom’s RPT policy.


View Charter

Finance Committee

  • Delfin L. Lazaro, Chairman
  • Romeo L. Bernardo, Member
  • Fernando Zobel de Ayala, Member
  • Samba Natarajan, 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)
  • Cirilo P. Noel, Member (ID)
  • Rex Ma. A. Mendoza, Member (Lead 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 2018 according to their respective Committee meetings is enumerated below:

TOTAL MEETINGSBOARD COMMITTEE1BOARD MEMBERSPRESENTABSENT
6ExecutiveJaime Augusto Zobel de Ayala
Lang Tao Yih, Arthur
Jose Teodoro K. Limcaoco
Ernest L. Cu
Samba Natarajan
6
6
5
6
6
-
-
1
-
-
4Audit and Related Party TransactionsManuel A. Pacis2
Saw Phaik Hwa
Rex Ma. A. Mendoza
Romeo L. Bernardo
Cirilo P. Noel2
1
4
4
4
3
-
-
-
-
-
2Compensation and RemunerationRex Ma. A. Mendoza3
Fernando Zobel de Ayala
Lang Tao Yih, Arthur
Saw Phaik Hwa
Manuel A. Pacis2
Cirilo P. Noel2
2
1
2
2
2
-
-
1
-
-
-
-
2Nomination and GovernanceRex Ma. A. Mendoza3
Manuel A. Pacis2
Saw Phaik Hwa
Cirilo P. Noel2
2
2
2
-
-
-
-
-
5FinanceDelfin L. Lazaro
Romeo L. Bernardo
Fernando Zobel de Ayala
Samba Natarajan
3
5
4
5
2
-
1
-
1Board Committee meetings do not include NED meetings.
2Mr. Noel was elected as ID on April 17, 2018. Mr. Pacis ceased to serve Globe as ID on the same date.
3Mr. Mendoza was appointed as Lead ID, replacing Mr. Pacis as Lead ID, on April 17, 2018.

The non-executive directors (NEDs) also meet separately during the year without any executives present. In 2018, our NEDs held their meeting in December, which was led by Mr. Rex Ma. A. Mendoza, our lead ID. Among the agenda items covered during the meeting were updates on regulatory matters and cybersecurity, and a discussion on Globe investments.


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

Manual of Corporate Governance

Board of Directors' Charter

Certifications of Independent Directors

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