Individual Profile

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 AGC is presently composed of five (5) Directors, of which three (3) are Independent. In addition to the composition requirements, the Committee Chairman must be an independent director. These members have backgrounds and/or expertise in business, accounting and finance.

The Committee is composed of  Edgar O. Chua (Chairman; independent director), Francisco Ed. Lim (independent director),  and Regular Directors Francis Giles B. Puno and Ernesto B. Pantangco.

Management representatives for the AGC are SVP/CFO Nestor H. Vasay, and SVP for Power Generation Danilo C. Catigtig.

NOMINATION AND COMPENSATION COMMITTEE

The Nomination and Compensation Committee (NCC) is composed of five (5) Directors, one of whom is an Independent Director. 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.

Recently, the Committee Charter was revised to indicate that an Independent Director shall be a member of the Committee, and that the Committee Chairman may either be a regular or independent director. Now, the Committee is composed of: Federico R. Lopez (Chairman), Elpidio L. Ibañez, Francis Giles B. Puno, Peter D. Garrucho, Jr. and Arturo T. Valdez (independent director).

The Management representative for the NCC is VP for Human Resources Management  Ernesto G. Espinosa.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee 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 has three (3) Directors as members, namely: Francis Giles B. Puno (Chairman), Jonathan C. Russell, and Peter D. Garrucho, Jr.

Management representatives for the RMC are CFO/Treasurer Nestor H. Vasay, SVP-PGS Danilo C. Catigtig and VP-HRM Ernesto G. Espinosa.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

This Committee is responsible for the oversight and monitoring the CSR Programs of EDC.

It has four (4)  Directors as members, namely, Federico R. Lopez (Chairman),  Ernesto B. Pantangco, Edgar O. Chua (independent director) and Arturo T. Valdez (independent director).

Management Representatives for the CSRC are SVP for Environmental and External Relations Agnes C. de Jesus and SVP for Operations Marcelino M. Tongco.

OPERATIONS COMMITTEE

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 assignments that may be delegated by the Board to the Committee. It is composed of seven (7) Directors as members and requiring at least three (3) members to constitute a quorum.

Members of the OpsComm are Federico R. Lopez (Chairman), Richard B. Tantoco, Francis Giles B. Puno, Ernesto B. Pantangco, Jonathan C. Russell, Peter D. Garrucho, Jr. and Elpidio L. Ibañez.