Corporate Governance

General Provisions, Composition, Charters

General Provisions

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:

  1. Nomination and Compensation Committee
  2. Audit and Governance Committee
  3. Risk Management Committee
  4. CSR Committee
  5. Operations Committee

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. 

Composition

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:

  1. Audit and Governance Committee:
    • At least three (3) Directors as members; and
    • Comprises at least a majority of the independent directors and shall be chaired by an independent director. Each member shall have adequate understanding and recent relevant financial experience or competence of the company’s financial management systems and environment.
  2. Nomination and Compensation Committee:
    • At least three (3) Directors as members, one of whom shall be an Independent Director; and
    • The Chairman shall either be a regular or Independent Director, elected from among the members of the Committee (As approved by the EDC Board of Directors in its meeting dated July 29, 2010)
  3. Risk Management Committee shall have as members:
    • At least three (3) Directors as members;
    • At least one (1) Vice-President who shall be the Management Representative/s and Committee Resource person/s. The Committee shall also involve resource persons from other EDC sectors, as may be necessary.
      • The head of the Risk Management Department of EDC shall serve as head of the Secretariat of the Committee. (Amended pursuant to Board Resolution No. 30, Series of 2011 dated July 13, 2011)
  4. Corporate Social Responsibility Committee
    • At least three (3) Directors as members, one of whom shall be elected as Chairman. The members shall be appointed by the Board.
    • A Vice-President shall be designated be the President to act as Management Representative/ Committee Resource Person. He/ She shall have no voting rights on matters deliberated by the committee.
      • The Committee Secretariat shall be a CSR Department Manager of the Company,or such other person designated by the President.(Amended pursuant to a Resolution of the EDC Board of Directors dated July 13, 2011)
  5. Operations Committee
    • At least five (5) Directors as members;
    • The Chief Executive Officer; and
    • The Chief Operating Officer

All Committees shall have at least one (1) Vice President as Management representative/resource person, to be designated/appointed by the President.

Charter Requirement

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.