To aid in ensuring compliance with the principles of sound corporate governance, the Board may create such committees, as it may deem necessary to support it in the performance of its functions and in accordance with the By-Laws of the Company and to aid in good governance. As a minimum, however, the Board shall be supported by the following committees:
The Board, however, may create and constitute such other Committees, as it may deem necessary. Any such newly constituted Committee shall have such authority and responsibilities and shall perform such duties as may, from time to time, be prescribed by the Board.
The Committees shall likewise report to the Board in such manner as the Board may require.
The Board shall appoint the members and chairman (from among the members) of each Board Committee following the annual meeting of stockholders at which the directors are elected.
In case of any vacancy in the Committee, the Board shall appoint a replacement who will fill the vacancy at any meeting of the Board.
The Board shall ensure that the members of the Board Committees shall be as follows:
All Committees shall have at least one (1) Vice President as Management representative/resource person, to be designated/appointed by the President.
Each Board Committee shall have a separate Charter, which shall define and govern, among other matters, the objectives, composition, membership qualifications and disqualifications, duties and responsibilities, conduct of meetings, and procedure for escalation to the Board of decisions of such Board Committee as provided in this Manual and the Company’s Articles of Incorporation and By-Laws.
The respective Charters of the Board Committees shall be approved by the Board and shall not be amended, altered or varied unless such amendment, alteration or variation shall have been approved by the Board.
Each Board Committee shall report or submit to the Board a summary of the actions taken by such Committee pursuant to the terms of their respective charters.
General Duties and Functions of Board Committees
The general duties and functions of different committees under the EDC Board of Directors are hereinafter set forth as a general guide in their respective operations, without prejudice to the promulgation of specific duties and internal committee protocols in their respective Charters duly-approved by the Board.