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Board Committees

Committees of the Board of Directors

The Board committees play an important role in the corporate governance process. I-Remit’s Board of Directors created each of the following committees and appointed members thereto from among themselves during the organizational meeting of the Board. Each member of their respective committees named below began holding office annually each year after the organizational meeting and will serve until their successors shall have been duly qualified and elected.

Executive Committee

Except as provided in Section 35 of the Corporation Code, the Executive Committee has and exercises all such powers as may be delegated to it by the Board. It acts on matters in accordance with the authorities granted to it in case a full Board meeting cannot be convened. The Executive Committee meets at least twice a month or as often as needed. The actions and decisions of the Executive Committee are reported to and are ratified by the Board during its regular meeting.

Audit  Committee

The Audit Committee is responsible for assisting the Board in its fiduciary responsibilities by providing an independent and objective assurance to the Company’s management and shareholders of the continuous improvement of the Company’s business operations and the proper safeguarding and use of the Company’s resources and assets. It also ensures that the Board will take appropriate corrective action in addressing control and compliance issues of the Company.

The Company’s Audit Committee is composed of no less than four (4) members, at least one (1) of whom is an Independent Director, one of whom shall serve as the Committee’s Chairman. The Audit Committee meets at least once a month or as often as needed. The actions and decisions of the Audit Committee are reported to and are ratified by the Board during its regular meeting.

Compensation and Remuneration Committee

The Compensation and Remuneration Committee is responsible for objectively recommending a formal and transparent framework of remuneration and evaluation for the members of the Board and the Company’s Executive Officers. The committee is also responsible for providing oversight on the remuneration of the Executive Officers and other key personnel and for ensuring that compensation is always consistent with the Company’s culture, corporate strategy and control environment.

Nomination Committee

The Nomination Committee is responsible for implementing a process that ensures that all Directors to be nominated for election at the Annual Stockholders’ Meeting are all qualified and have none of the disqualifications for Directors as provided in the Company’s By-Laws and Manual on Corporate Governance. The Committee provides the shareholders with an independent and objective evaluation and assurance that the members of the Board will foster the Company’s long-term success and competitiveness. The Nomination Committee is also responsible for reviewing and evaluating the qualifications of all persons nominated to positions requiring appointment by the Board and for assessing the Board’s effectiveness in directing the process of reviewing and replacing Board members. The Committee is also responsible for reviewing the qualifications of executives prior to movement, promotion, or hiring.

The By-Laws of the Company require that all nominations for Directors shall be submitted to the Nomination Committee by any stockholder of record on or before January 30 of each year to allow for sufficient time to assess and evaluate the qualifications of the nominees. All nominations for Independent Directors shall be signed by the nominating stockholder and shall bear the acceptance and conformity of the persons nominated.

The Nomination Committee is composed of three (3) members of the Board, including one (1) independent director and one (1) non-voting member in the person of the Human Resources Manager. The Nomination Committee reports directly to the Board and meets whenever necessary to review and evaluate the qualifications of all persons nominated to the Board, as well as those nominated to other positions requiring appointment by the Board.

Finance Committee

The Finance Committee is responsible for assisting the Board in exercising its oversight function over the Company’s financial policy and strategy including its capital structure, dividend policy, incurrence and repayment of borrowings, acquisitions and divestments, treasury activities, and other financial proposals that may be brought before the Board for approval.

The Company’s Finance Committee is composed of no less than three (3) members at least one (1) of whom is an Independent Director, one of whom shall serve as the Committee’s Chairman. The Finance Committee meets at least once a month or as often as needed. The actions and decisions of the Finance Committee are reported to and are ratified by the Board during its regular meeting

Bids and Awards Committee

The Bids and Awards Committee is responsible for assisting the Board in exercising its oversight function and in upholding transparency and accountability by implementing rules and regulations that promote fair, objective, efficient and transparent procurement of goods and services.

The Company’s Bids and Awards Committee shall have no less than three (3) members, one of whom shall serve as the Committee’s Chairman. The Committee reports to the Board and meets as needed.

Information Technology (IT) Steering Committee

The IT Steering Committee was created pursuant to Bangko Sentral ng Pilipinas (BSP) Circular 808 Series of 2013. The committee is responsible for assisting the Board in exercising its oversight function in relation to the development, management, and implementation of the information strategic plan of I-Remit and in ensuring that technology-related risks are understood and properly managed.

The Company’s IT Steering Committee (ITSC) is composed of no less than three (3) members, one of whom serves as the Committee’s Chairman. At the minimum the ITSC shall consist of a non-executive Director who shall oversee the Company’s IT function, the head of the IT group, and the highest rank officer who oversees the business user groups. The ITSC reports to the Board and meets at least once a month or as often as needed. The heads of control groups shall participate in the ITSC meetings in an advisory capacity
only.

Risk Oversight Committee

The Risk Oversight Committee is constituted to assist the Board in fulfilling its oversight responsibility of the Company’s risk management framework, including the significant policies and procedures in managing operational, information technology, liquidity, market and other risks; and evaluation of management’s process to assess and manage the Company’s risk management issues.

The Risk Oversight Committee’s role is one of oversight, recognizing that Management is responsible for executing the Company’s risk management policies while the Committee has the responsibilities and powers set forth in its Charter. Management is responsible for implementing and maintaining an effective risk program. Line managers are responsible for managing risks in the areas for which they supervise.

The Company’s Risk Oversight Committee shall have no less than three (3) members, one of whom is an independent Director which is the Committee chairman and (2) two non-executive Directors. The Risk Oversight Committee reports to the Board and meets at least once every quarter or as often as needed from which the Chief Risk Officer is one of the attendees and directly reports to the Committee.

 

Board Committee Members

  • Executive Committee

      1. Ben C. Tiu (Chairman)
      2. Bansan C. Choa
      3. Gilbert C. Gaw
      4. Harris D. Jacildo
  • Audit  Committee

      1. Gregorio T. Yu (Chairman)
      2. Bansan C. Choa
      3. John Y. Tiu, Jr.
      4. Calixto V. Chikiamco
      5. Harris D. Jacildo
      6. Jose Joel Y. Pusta
  • Nomination Committee

      1. Bansan C. Choa
      2. Gregorio T. Yu
  • Compensation and Remuneration Committee

      1. Bansan C. Choa
      2. Gregorio T. Yu
  • Finance Committee

      1. Gregorio T. Yu (Chairman)
      2. Bansan C. Choa
      3. John Y. Tiu, Jr.
      4. Harris D. Jacildo
      5. Calixto V. Chikiamco
      6. Jose Joel Y. Pusta
  • Bids and Awards Committee

      1. John Y. Tiu, Jr. (Chairman)
      2. Bansan C. Choa
      3. Harris D. Jacildo
  • Information and Technology (IT) Steering Committee

      1. John Y. Tiu, Jr. (Chairman)
      2. Calixto V. Chikiamco
      3. Harris D. Jacildo
      4. Ma. Elizabeth G. Yao, Executive Vice President
      5. Mr. Dennis L. Sobrepeña, Vice President
      6. Alfredo S. Vitangcol, Jr. (Advisor)
  • Risk Oversight Committee

      1. Jose Joel Y. Pusta (Chairman)
      2. Ruben C. Tiu
      3. Calixto V. Chikiamco

Board Committee Charters

Risk Oversight Committee Charter
Finance Committee Charter
Bids and Awards Committee Charter
Information Technology Steering Committee Charter
Charters of Finance Committee, Bids and Awards Committee, and Information Technology Steering Committee Approved by the Board of Directors on 27 June 2014
Executive Committee Charter
Audit Committee Charter
Audit Committee Charter Approved by the Board of Directors on 19 October 2012
Status of Audit Committee Charter in Compliance with SEC Memorandum Circular No. 4, Series of 2012
Nomination Committee Charter
Compensation Committee Charter