The PHINMA Energy Board of Directors consists of 11 members, nominated in accordance with the By-Laws of the Company. In compliance with the requirement of the SEC for publicly-listed corporations, PHINMA Energy’s Board of Directors includes four (4) independent directors. The independent directors are not officers nor substantial shareholders of the Company, and have no relationship with the Company that may hinder their independence from the Company or management,nor would interfere with their exercise of independent judgment in carrying out their responsibilities.
To ensure that no director or small group of directors dominate the decision-making process, the Board is a combination of executive and non-executive directors.
In compliance with the principles of good corporate governance, the Board constitutes committees which directly report to the Board in accordance with duly approved procedures.
The Executive Committee shall be composed of at least three (3) directors. In carrying out its duties, the Committee may request the assistance of the officers of the Corporation. The Committee shall advise the Board of Directors in matters concerning its interests and the management of its business, and may exercise powers delegated to it by the Board.
The Compensation Committee is composed of three (3) directors, one of whom is an independent director. The duties and responsibilities of this committee include establishing policies on executive remuneration, ensuring that the compensation is consistent with the Company’s culture, strategy and control environment, and strengthening policies on conflict of interest, salaries and benefits, and compliance with statutory requirements.
The Audit Committee is composed of four (4) members of the Board, one of whom is an independent directors. The Audit Committee is responsible for checking all financial reports against its compliance with both the internal financial management systems and pertinent accounting standards, including regulatory requirements. The Committee ensures that the Company’s controls are functioning effectively and efficiently. The Committee likewise performs oversight financial management functions, specifically in the areas of crisis management of credit, market, liquidity, operations and legal risks.
Each year, the Audit Committee holds four (4) meetings and reviewed the audited financial statements and the interim statements for the quarters ending March 31, June 30 and September 30 for the year. The Committee likewise endorsed to the Board of Directors the nomination of Sycip, Gorres, Velayo and Company (SGV & Co.) as the Company’s external auditor and reviewed and approved the internal audit plan for the year.
BOARD COMMITTEE MEMBERS
Executive Committee / Stock Option Committee
Ramon R. del Rosario, Jr. (Chairman)
Oscar J. Hilado (Member)
Magdaleno B. Albarracin, Jr. (Member)
John Eric T. Francia (Member)
Guillermo D. Luchangco (Member)
Corazon S. De La Paz Bernardo – Chairman (Independent Director)
Victor J. Del Rosario – Member
Edward S. Go – Member (Independent Director)
Risk Oversight Committee:
Edward S. Go – Chairman (Independent Director)
Corazon S. De La Paz Bernardo – Member (Independent Director)
Roberto M. Lavina – Member
Oscar J. Hilado (Chairman)
Ramon R. del Rosario, Jr. (Member)
Ricardo V. Camua (Member)
Corporate Governance and Related Party Transaction Committee
Guillermo D. Luchangco (Chairman)
Corazon S. De La Paz Bernardo (Member)
Ricardo V. Camua (Member)