Corporate Governance
Board Committees
The Energy Development Corporation’s Board Committees go beyond those required by laws and regulations in order to practice good corporate governance. In compliance with the legal and best practices requirement, the EDC Board has formed the Audit and Governance Committee, Nomination and Compensation Committee and the Risk Management Committee.
However, since the Board sees the need to create additional committees to assist the Board in its policy-making and oversight functions, it further created the CSR Committee and Operations Committee to handle the Company’s concerns over its corporate social responsibility activities and day-to-day operations.
These five (5) working and dynamic Board committees truly reflect a Board that recognizes the need to monitor and control Management’s performance. In compliance with their respective Charters, these Committees regularly conduct meetings, which are reported in EDC’s Annual Report.
Below are the Committees’ composition after the July 13, 2011 Organizational Board Meeting:
(Click image to expand)
Other information on EDC’s Board Committees are available below:
Committee Attendance for the year ended December 31, 2010
The EDC Board Committees led by their respective Chairpersons, diligently attend meetings in order to gain greater understanding of the Committee’s tasks at hand as well as to fully perform their functions. In the Annual Stockholders’ Meetings of the Company, all Directors, especially the Board Committee Chairpersons, are present. Records of the SEC and the PSE for the years 2008, 2009 and 2010 show attendance of the different Committee Chairpersons during the Annual Stockholders’ Meeting of EDC.
The EDC Board Committees hold meetings in accordance with the mandate in their respective charters, unless the exigencies of the business require them to hold more, or fewer meetings.
For the year ended December 31, 2010, below are the tables showing the frequency of meetings and the respective attendance of the members of EDC’s Board Committees before and after the Company’s Annual Stockholders’ Meeting:
|
EDC DIRECTORS BEFORE THE 2010 ANNUAL SH MEETING |
Audit & Governance (5 Meetings) |
Nomination & Compensation (2 Meetings) |
Risk Management (2 Meetings) |
Corporate Social Responsibility (2 Meetings) |
Operations (17 Meetings) |
| Paul A. Aquino | 2 | 1 | 16 (M) | ||
| Oscar M. Lopez | |||||
| Federico R. Lopez | 2 (M) | 1 | 2 (C) | 4 (M) | |
| Richard B. Tantoco | 2 | 1 | 17 (M) | ||
| Ernesto B. Pantangco | 5 (M) | 1 | 1 | 2 (M) | 14 (M) |
| Francis Giles B. Puno | 5 (M) | 1 | 2 (C) | 9 (M) | |
| Jonathan C. Russell | 2 | 2 (M) | 9 (M) | ||
| Peter D. Garrucho, Jr. | 2 (M) | 2 (M) | 8 (M) | ||
| Vicente S. Perez, Jr. (Independent Director) | 5 (M) | 2 (M) | |||
| Francis G. Estrada (Independent Director) | 1 (M) | 2 (C) | 1 | ||
| Cesar V. Purisima (Independent Director) | 4 (C) | 1 |
At the Annual Stockholders’ Meeting held last July 29, 2010, seven (7) directors were re-elected; also, four (4) new Directors were elected to the EDC Board, namely: Elpidio L. Ibanez, Francis Ed. Lim (Independent), Edgar O. Chua (Independent), and John a. Prasetio (Independent).
|
EDC DIRECTORS AFTER THE 2010 ANNUAL SH MEETING |
Audit & Governance (1 Meeting) |
Nomination & Compensation (1 Meeting) |
Risk Management (4 Meetings) |
Corporate Social Responsibility (1 Meeting) |
Operations (12 Meetings) |
| Oscar M. Lopez | 1 | ||||
| Federico R. Lopez | 1 (C) | 2 | 1 (C) | 4 (M) | |
| Richard B. Tantoco | 1 | 3 | 11 (M) | ||
| Ernesto B. Pantangco | 1 (M) | 1 | 2 | 1 (M) | 11 (M) |
| Francis Giles B. Puno | 1 (M) | 4 (C) | 5 (M) | ||
| Jonathan C. Russell | 1 | 4 (M) | 10 (M) | ||
| Peter D. Garrucho, Jr. | 1 (M) | 3 (M) | 10 (M) | ||
| Elpidio L. Ibanez | 1 (M) | 2 | 8 (M) | ||
| Francis Ed. Lim (Independent Director) | 1 (M) | 1 | |||
| Edgar O. Chua (Independent Director) | 1 (C Aug. ’10 – present) | 1 | 1 (M) | ||
| John A. Prasetio (Independent Director) | 1 (M) | 1 (M) |
Note:
- Legend: C=Chairman; M=Member
- Directors who are non-members of Committees are allowed to attend and participate in the discussion, pursuant to a Board Resolution. Their presence in committee meetings were counted in their attendance record.
- For the Operations Committee, there is no Chairman, pursuant to its Charter.
- Data Source: Committee Secretariats and Director Relations Office Records.