Board Committees

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

Nomination and Governance Committee

Compensation and Remuneration Committee

Audit and Related Party Transactions Committee

Finance Committee

Board Risk Oversight and Sustainability Committee (BROSC)

Committee Attendance

The attendance of each Director in 2024 according to their respective Committee meetings is enumerated below:

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

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 2024, 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 succession and transition plans.

The Board has access to the Corporate Secretary who, among her 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.