Board Committees

Executive Committee

The Executive Committee has the duty and responsibility to assist the Board of Directors by exercising any of the powers and attributes, to the extent allowed by law, of the Board during the intervening period between meetings of the Board, and shall report on all resolutions adopted by it to the Board at the meeting of the Board immediately succeeding the meeting/s of the Executive Committee during which such resolutions were approved. It should be composed of at least three members.

The committee is chaired by Mr. Kevin L. Tan with Ms. Lourdes T. Gutierrez and Mr. Jesus B. Varela as members.

Corporate Governance Committee

The Corporate Governance Committee has the duty and responsibility to assist the Board of Directors in the performance, overseeing and review of its corporate governance responsibilities, including functions of a nomination and remuneration committee. It should be composed of at least three members, a majority of whom should be independent directors, including the chairman of the committee.

The committee is chaired by Mr. Sergio R. Ortiz-Luis, Jr. and with Mr. Jesus B. Varela and Mr. Antonio E. Llantada, Jr., as members.

Board Risk Oversight Committee

The Board Risk Oversight Committee shall be responsible for the oversight of the Corporation’s Enterprise Risk Management system to ensure its functionality and effectiveness. The Board Risk Oversight Committee shall be composed of at least three (3) members of the Board, the majority of whom should be independent directors, including the Chairman. The Chairman should not be the Chairman of the Board or of any other committee.

The committee is chaired by Mr. Jesus B. Varela with Mr. Francisco C. Canuto and Mr. Sergio R. Ortiz-Luis, Jr. as members.

Audit Committee

The Audit Committee shall enhance the Board’s oversight capability over the company’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations.

The committee shall consist of at least two appropriately qualified non-executive directors, majority of whom, including the chairman of the committee should be independent directors. All of the members of the committee must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance. The chairman of the Audit Committee should not be the chairman of the Board or of any other committees.

The committee is chaired by Mr. Antonio E. Llantada, Jr. with Mr. Kevin Andrew L. Tan and Mr. Sergio R. Ortiz-Luis, Jr. as members.

Related Party Transaction Committee

The Related Party Transaction Committee shall be tasked with reviewing all material related party transactions of the Company. The Related Party Transaction Committee shall evaluate on an ongoing basis existing relations between and among business and counterparties to ensure that all related parties are continuously identified, related party transactions are monitored, and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured. Related parties, related party transactions and changes in relationships should be reflected in the relevant reports to the Board and regulators/supervisors;

The Related Party Transaction Committee shall be composed of at least three directors, two of whom should be independent, including the Chairman.

The committee is chaired by Mr. Sergio R. Ortiz-Luis, Jr. with Ms. Lourdes T. Gutierrez and Mr. Jesus B. Varela as members.