Board Committees

To assist the Board in ensuring strict compliance with the principles of good corporate governance, the Board has created four committees.

Executive Committee. The Executive Committee is tasked to help and assist the officers of the Company in the management and direction of the affairs of the Company.  It acts within the powers and authority granted upon it by the Board and is called upon when the Board is not in session to exercise the powers of the latter in the management of the Company, with the exception of the power to appoint any entity as general managers or management or technical consultants, to guarantee obligations of other corporations in which the Company has lawful interest, to appoint trustees who, for the benefit of the Company, may receive and retain such properties of the Company or entities in which it has interests, and to perform such acts as may be necessary to transfer ownership of such properties to trustees of the Company, and such other powers as may be specifically limited by the Board or by law.

Nomination and Hearing Committee.  The Nomination and Hearing Committee is responsible for making recommendations to the Board on matters relating to the directors’ appointment, election and succession, with the view of appointing individuals to the Board with the relevant experience and capabilities to maintain and improve the competitiveness of the Company and increase its value.  The Committee screens and shortlists candidates for Board directorship in accordance with the qualifications and disqualifications for directors defined in the Company’s Manual on Corporate Governance, the amended articles of incorporation and amended by-laws of the Company, and applicable laws, rules, and regulations. 

Executive Compensation Committee.  The Executive Compensation Committee advises the Board in the establishment of a formal and transparent procedure for developing a policy on executive remuneration and for fixing the remuneration packages of the Company’s officers and directors, and provides oversight over remuneration of senior management and other key personnel, ensuring that compensation is consistent with the Company’s culture, strategy, and control environment.  Such remuneration shall be in a sufficient level to attract and retain directors and officers who are needed to run the Company successfully. 

Audit Committee.  The Audit Committee is responsible for assisting the Board in the performance of its oversight responsibility on financial reports and financial reporting process, internal control system, audit process and plans, directly interfacing with internal and external auditors, and in monitoring and facilitating compliance with both the internal financial management manual and pertinent accounting standards, including regulatory requirements, elevating to international standards the accounting and auditing processes, practices and methodologies of the Company.  The Committee performs financial oversight management functions, specifically in the areas of credit management, markets liquidity, operational, legal and other risks, as well as crisis management.  It also has the power and authority to review related party transactions entered into by the Company.