AUDIT AND GOVERNANCE COMMITTEE
The Audit and Governance Committee (AGC) is formally constituted by the Board to primarily review all financial statements of the company, as well as ensure compliance with internal systems and controls including statutory and regulatory requirements. The AGC also ensures compliance with the principles of sound corporate governance instituted in EDC’s Corporate Governance Manual.
The Audit and Governance Committee shall be composed of at least three (3) Board members, with at least a majority of the independent directors and shall be chaired by an independent director. Each member shall have adequate understanding at least, or competence at most, of the company’s financial management systems and environment.
Presently, the AGC has four (4) members, two (2) of which are Independent Directors, with the Chairperson as one of the Committee’s Independent Directors, to wit:
Management representatives for the AGC are SVP/CFO Nestor H. Vasay, and SVP for Strategic Initiatives Danilo C. Catigtig.
NOMINATION AND COMPENSATION COMMITTEE
Under its Charter, the Nomination and Compensation Committee (NCC) shall have at least three (3) Directors as members, one of whom is an Independent Director who may be elected as Committee Chairperson. This committee is responsible for evaluating the qualifications of all persons nominated to the Board and those to other positions requiring appointment by the Board. They also establish a formal and transparent procedure for developing a policy on executive compensation and fixing the compensation packages of corporate officers and directors.
The Committee is presently composed of five (5) Directors as members:
The Management representative for the NCC is VP for Human Resources Management Ernesto G. Espinosa.
RISK MANAGEMENT COMMITTEE
The Risk Management Committee (RMC) is responsible for assisting the Board in its oversight responsibility over Management’s activities in managing physical, financial, operational and other risks of the corporation. it shall also have at least three (3) Directors as members, as provided in its Charter.
The current composition of the RMC is as follows:
Management representatives for the RMC are CFO/Treasurer Nestor H. Vasay, SVP-PGS Dominic M. Camu and SVP-SFO Rico G. Bersamin.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee (CSRC) is responsible for the oversight and monitoring the CSR Programs of EDC. Under its Charter, the CSRC shall have at least three (3) Directors as members.
At present, the CSRC has four (4) Directors as members, namely:
Management Representatives for the CSRC are SVP-EERS and Compliance Officer Agnes C. de Jesus and SVP for Strategic Contracting Marcelino M. Tongco.
This committee is responsible for monitoring Company’s interest concerning the policies, and operations such as, but not limited to matters requiring the approval of the EDC Board, approval of all expenditures in the amount of P50 million – P100 million, and other assignments that may be delegated by the Board to the Committee. It is a collegial committee composed of seven (7) Directors as members and requiring at least three (3) members to constitute a quorum.
Members of the OpsComm are: