Board Committees, Charters, and Meetings
Beyond the regulatory requirement for the number of board committees, EDC’s board of directors takes pride with its initiative of having six (6) board committees to assist in handling oversight functions on operational matters which would require careful deliberation prior to elevation to the board. These are the Audit and Governance Committee (AGC), Nomination and Compensation Committee (NCC), Risk Management Committee (RMC), Corporate Social Responsibility Committee (CSRC), Operations Committee (OpsCom), and the Related Party Transactions Committee (RPTC).
The members of each committee were appointed in consideration of regulatory requirements, governance best practices, individual expertise, and operational demands.
Board Committees, Charters, and Meetings
Beyond the regulatory requirement for the number of board committees, EDC’s board of directors takes pride with its initiative of having six (6) board committees to assist in handling oversight functions on operational matters which would require careful deliberation prior to elevation to the board. These are the Audit and Governance Committee (AGC), Nomination and Compensation Committee (NCC), Risk Management Committee (RMC), Corporate Social Responsibility Committee (CSRC), Operations Committee (OpsCom), and the Related Party Transactions Committee (RPTC).
The members of each committee were appointed in consideration of regulatory requirements, governance best practices, individual expertise, and operational demands.
Below are the pertinent information pertaining to EDC’s board committees, with updates from the 2016 Organizational Meeting of the Board of Directors (updated as of May 2018):
| Audit & Governance | Nomination & Compensation | Risk Management | Corporate Social Responsibility | Operations | Related Party Transactions | |
| Composition according to Charter (amended August 2017) | At least 3 NED, three of whom are independent directors | At least 3 directors with one ID | At least 3 directors as members; as far as practicable, composed of NEDs, 3 of whom are IDs |
At least 3 directors
|
At least 5 directors | At least 5 directors, 3 of whom are IDs |
| Current Members |
Seven Members 3 ID, 4 NED |
Five Members 1 ID, 3 NED, 1 ED |
Four Members 4 NED |
Five Members 1 ID, 2 ED, 2 NED |
Six members 2 ED, 4 NED |
Nine Members 3 ID, 4 NED, 2 ED |
| Members 2018-2019 | E.O. Chua (ID/Chairman), F.E. Lim (ID), M.I. Ayala (ID), F.G.B. Puno (NED), J.C. Russell (NED), J.E. Quintos IV (NED), D.A. Baldwin (NED) | F.R. Lopez (ED/Chairman), M.I.Ayala (ID), F.G.B. Puno (NED), D.A. Baldwin (NED) | F.G.B. Puno (NED/Chairman), J.C. Russell (NED), D.A. Baldwin (NED) | F.R. Lopez (ED/Chairman), E.O. Chua (ID), R.B. Tantoco (ED), J.E. Quintos IV (NED), D.A. Baldwin (NED) | F.R. Lopez (ED), R.B. Tantoco (ED), F.G.B. Puno (ED), J.C. Russell (NED), J.E. Quintos IV (NED), D.A. Baldwin (NED) | M.I. Ayala (ID/Chairman), F.E. Lim (ID), E.O. Chua (ID), J.C. Russell (NED). F.R. Lopez (ED), R.B. Tantoco (ED), F.G.B. Puno (NED), D.A. Baldwin (NED), J.E. Quintos IV (NED) |
| Members 2017-2018 (updated as of OCTOBER 2017) | E.O. Chua (ID/Chairman), F.E. Lim (ID), M.I. Ayala (ID), F.G.B. Puno (NED), J.C. Russell (NED), J.E. Quintos IV (NED), D.S. Luboff (NED) | F.R. Lopez (ED/Chairman), M.I.Ayala (ID), F.G.B. Puno (NED), D.S. Luboff (NED) | F.G.B. Puno (NED/Chairman), J.C. Russell (NED), D.A. Baldwin (NED) | F.R. Lopez (ED/Chairman), E.O. Chua (ID), R.B. Tantoco (ED), J.E. Quintos IV (NED), D.A. Baldwin (NED) | F.R. Lopez (ED), R.B. Tantoco (ED), F.G.B. Puno (ED), J.C. Russell (NED), J.E. Quintos IV (NED), D.A. Baldwin (NED | M.I. Ayala (ID/Chairman), F.E. Lim (ID), E.O. Chua (ID), J.C. Russell (NED). F.R. Lopez (ED), R.B. Tantoco (ED), F.G.B. Puno (NED), D.S. Luboff (NED), J.E. Quintos IV (NED) |
| 2017 Attendance |
Six Meetings EOC (5), FGBP (2), FEL (6), MIA (5), JCR (3), JEQ IV (1), DSL (1)Previous members: VBS (2), EBP (1) |
Three Meetings FRL (3), FGBP (3), MIA (2), DSL (0) |
Two Meetings FGBP (2), JCR (2), DAB (0) |
One Meeting FRL (1), RBT (1), JEQ (1), EOC (0), DAB (1) |
Three Meetings FRL (13), RBT (22), FGBP (15), JCR (19), JEQIV (20), DAB (2) |
Six Meetings EOC (6), FGBP (3), FEL (6), MIA (5), JCR (2), RBT (1), FRL (0), DSL (1), JEQ IV (1) |
| 2016 Attendance |
Four Meetings EOC (4), EBP (2), FGBP (3), FEL (3), ATV (2), MIA (1) |
Four Meetings FRL (4), FGBP (4), ATV (3), PDGJ (4) |
Four Meetings FRL (4), FGBP (4), ATV (3), PDGJ (4) |
One Meeting FRL (1), EBP (1), ATV (1), EOC (0) |
22 Meetings FRL (11), RBT (21), FGBP (19),EBP (10), JCR (19), JEQIV (11), PDGJ (1) |
Four Meetings EOC (4), EBP (2), FGBP (3), FEL (3), ATV (2), MIA (1) |
| Charter | ACG Charter (Rev August 8, 2017) | NCC Charter (Rev. 2017) | RMC Charter (Rev. August 8, 2017) | CSRC Charter (January 30, 2013) | OpsCom Charter (Rev.January 30, 2013) | RPTC Charter (Approved Sept. 9, 2015) |
| Previous Annual Activity Reports | 2016, 2015, 2014, 2013, 2012, 2011, 2010, 2009, 2008, 2007 |
2016, 2015, 2014, 2013, 2012, 2011, 2010, 2009, 2008 | 2016, 2015, 2014, 2013, 2012, 2011, 2010, 2009, 2008 | 2016, 2015, 2014, 2013, 2012, 2011, 2010, 2009, 2008, 2007 |
2016, 2015, 2014, 2013, 2012, 2011, 2010, 2009, 2008, 2007 |
2016, 2015 |
*Independent Director Manuel I. Ayala was elected on September 7, 2016 to replace Independent Director Arturo T. Valdez, who resigned form the Board.
** Director Victor Emmanuel B. Santos was elected on February 28, 2017 to replace Director Ernesto B. Pantangco, who retired.
Below are the pertinent information pertaining to EDC’s Board Committees, with updates from the 2016 Organizational Meeting of the Board of Directors (Updated as of May 2018):
Audit & Governance
Composition, according to Charter (AMENDED AUGUST 2017):
AT LEAST 3 NED, THREE OF WHOM ARE INDEPENDENT DIRECTORS
Current Members:
SEVEN MEMBERS
3 ID, 4 NED
Members 2018-2019:
E.O. Chua (ID/Chairman), F.E. Lim (ID), M.I. Ayala (ID), F.G.B. Puno (NED), J.C. Russell (NED), J.E. Quintos IV (NED), D.A. Baldwin (NED)
Members 2017-2018 (updated as of OCTOBER 2017):
E.O. Chua (ID/Chairman), F.E. Lim (ID), M.I. Ayala (ID), F.G.B. Puno (NED), J.C. Russell (NED), J.E. Quintos IV (NED), D.S. Luboff (NED)
2017 Attendance:
SIX MEETINGS
EOC (5), FGBP (2), FEL (6), MIA (5), JCR (3), JEQ IV (1), DSL (1)Previous members: VBS (2), EBP (1)
2016 Attendance:
FOUR MEETINGS
EOC (4), EBP (2), FGBP (3), FEL (3), ATV (2), MIA (1)
Charter:
ACG Charter (Rev August 8, 2017)
Previous Annual Activity Reports:
2016, 2015,
2014, 2013,
2012, 2011,
2010, 2009,
2008, 2007
Nomination & Compensation
Composition, according to Charter (AMENDED AUGUST 2017):
AT LEAST 3 DIRECTORS, WITH 1 ID
Current Members:
FIVE MEMBERS
1 ID, 3 NED, 1 ED
Members 2018-2019:
F.R. Lopez (ED/Chairman), M.I.Ayala (ID), F.G.B. Puno (NED), D.A. Baldwin (NED)
Members 2017-2018 (updated as of OCTOBER 2017):
F.R. Lopez (ED/Chairman), M.I.Ayala (ID), F.G.B. Puno (NED), D.S. Luboff (NED)
2017 Attendance:
THREE MEETINGS
FRL (3), FGBP (3), MIA (2), DSL (0)
previous member: PDGJ (3)
2016 Attendance:
FOUR MEETINGS
FRL (4), FGBP (4), ATV (3), PDGJ (4)
Charter:
Previous Annual Activity Reports:
2016, 2015, 2014, 2013, 2012, 2011, 2010, 2009, 2008
Risk Management
Composition, according to Charter (AMENDED AUGUST 2017):
AT LEAST 3 DIRECTORS AS MEMBERS; AS FAR AS PRACTICABLE, COMPOSED OF NEDs, 3 OF WHOM ARE IDs
Current Members:
FOUR MEMBERS
4 NED
Members 2018-2019:
F.G.B. Puno (NED/Chairman), J.C. Russell (NED), D.A. Baldwin (NED)
Members 2017-2018 (updated as of OCTOBER 2017):
F.G.B. Puno (NED/Chairman), J.C. Russell (NED), D.A. Baldwin (NED)
2017 Attendance:
TWO MEETINGS
FGBP (2), JCR (2), DAB (0)
Previous member: PDGJ (2)
2016 Attendance:
FOUR MEETINGS
FRL (4), FGBP (4), ATV (3), PDGJ (4)
Charter:
RMC Charter (Rev. August 8, 2017)
Previous Annual Activity Reports:
2016, 2015, 2014, 2013, 2012, 2011, 2010, 2009, 2008
Corporate Social Responsibility
Composition, according to Charter (AMENDED AUGUST 2017):
AT LEAST 3 DIRECTORS
Current Members:
FIVE MEMBERS
1 ID, 2 ED, 2 NED
Members 2018-2019:
F.R. Lopez (ED/Chairman), E.O. Chua (ID), R.B. Tantoco (ED), J.E. Quintos IV (NED), D.A. Baldwin (NED)
Members 2017-2018 (updated as of OCTOBER 2017):
F.R. Lopez (ED/Chairman), E.O. Chua (ID), R.B. Tantoco (ED), J.E. Quintos IV (NED), D.A. Baldwin (NED)
2017 Attendance:
ONE MEETING
FRL (1), RBT (1), JEQ (1), EOC (0), DAB (1)
Previous Member: EBP (0)
2016 Attendance:
ONE MEETING
FRL (1), EBP (1), ATV (1), EOC (0)
Charter:
CSRC Charter (January 30, 2013)
Previous Annual Activity Reports:
2016, 2015,
2014, 2013,
2012, 2011,
2010, 2009,
2008, 2007
Operations
Composition, according to Charter (AMENDED AUGUST 2017):
AT LEAST 5 DIRECTORS
Current Members:
SIX MEMBERS
2 ED, 4 NED
Members 2018-2019:
F.R. Lopez (ED), R.B. Tantoco (ED), F.G.B. Puno (ED), J.C. Russell (NED), J.E. Quintos IV (NED), D.A. Baldwin (NED)
Members 2017-2018 (updated as of OCTOBER 2017):
F.R. Lopez (ED), R.B. Tantoco (ED), F.G.B. Puno (ED), J.C. Russell (NED), J.E. Quintos IV (NED), D.A. Baldwin (NED)
2017 Attendance:
THREE MEETINGS
FRL (13), RBT (22), FGBP (15), JCR (19), JEQIV (20), DAB (2)
Previous members: EBP (4) VBS (14)
2016 Attendance:
TWENTY-TWO MEETINGS
FRL (11), RBT (21), FGBP (19),EBP (10), JCR (19), JEQIV (11), PDGJ (1)
Charter:
OpsCom Charter (Rev.January 30, 2013)
Previous Annual Activity Reports:
2016, 2015,
2014, 2013,
2012, 2011,
2010, 2009,
2008, 2007
Related Party Transactions
Composition, according to Charter (AMENDED AUGUST 2017):
AT LEAST 5 DIRECTORS
Current Members:
AT LEAST 5 DIRECTORS, 3 OF WHOM ARE IDS
Members 2018-2019:
NINE MEMBERS
3 ID, 4 NED, 2 ED
Members 2017-2018 (updated as of OCTOBER 2017):
M.I. Ayala (ID/Chairman), F.E. Lim (ID), E.O. Chua (ID), J.C. Russell (NED). F.R. Lopez (ED), R.B. Tantoco (ED), F.G.B. Puno (NED), D.A. Baldwin (NED), J.E. Quintos IV (NED)
2017 Attendance:
SIX MEETINGS
EOC (6), FGBP (3), FEL (6), MIA (5), JCR (2), RBT (1), FRL (0), DSL (1), JEQ IV (1)
Previous member: EBP (1)
2016 Attendance:
FOUR MEETINGS
EOC (4), EBP (2), FGBP (3), FEL (3), ATV (2), MIA (1)
Charter:
RPTC Charter (Approved Sept. 9, 2015)
Previous Annual Activity Reports:
*Independent Director Manuel I. Ayala was elected on September 7, 2016 to replace Independent Director Arturo T. Valdez, who resigned form the Board.
** Director Victor Emmanuel B. Santos was elected on February 28, 2017 to replace Director Ernesto B. Pantangco, who retired.
Ready for the #EDCRegenerativePartnershipsAt45 Photo Contest?
Step 1: Take a photo or choose an old one depicting how your collaboration with EDC has helped you elevate or helped to improve your individual or organization’s impact on the organization you represent, the environment, on society, or your community. Include a catchy title and a short description, no more than 50 words.
Step 2: Submit your entry to forms.gle/CQ7TFSKLtYQEBk9R7 on or before February 28 at 11:59pm.
Step 3: Once your entry is part of the contest, share your entry! Whoever has the most likes and engagements on their entry wins!
Step 4: WIN Prizes! The top 3 entries of each category will receive P10K worth of GCash! Additional prizes for special categories will also be given!
Make sure you read the Photo contest mechanics at bit.ly/3ambV5t as invalid entries will not be considered.
Tag your team. JOIN NOW!
#45YearsOfPoweringInfinitePossibilities #PhotoContestPh #REgenerativePartnerships #BeyondSustainability #Regenerative
