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Governance Support

In accordance with the ICTSI Manual on Corporate Governance, the Board of Directors has established Board Committees to respectively focus on specific functions of the Board. This shall lend support for the effective and optimal performance by the Board, particularly, in the areas of audit, risk management, related party transactions and other key corporate governance concerns.

Each Board Committee has adopted a Committee Charter which lays down the committee purpose, composition, functions, and processes.

Audit Committee

 

Chairman:     Octavio Victor R. Espiritu (Independent Director)
Member:       Cesar A. Buenaventura (Independent Director)
Member:       Stephen A. Paradies 

The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities to the stockholders relating to the Company’s financial statements and financial reporting process, governance, risk management and internal control systems, the internal and external audit process, and the Company’s process for monitoring compliance with contracts, laws and regulations and the ICTSI Code of Business Conduct.

The Audit Committee is composed of Non-Executive Directors, majority of whom are Independent Directors, who maintains independence from Management and the controlling stockholders. It is required to meet at least four times in a calendar year. 

  Audit Committee Charter

Corporate Governance Committee

 

Chairman:     Cesar A. Buenaventura (Independent Director)
Member:       Octavio Victor E. Espiritu (Independent Director) 
Member:       Joseph R. Higdon
(Independent Director)

The Corporate Governance Committee is responsible in ensuring that ICTSI is in compliance with corporate governance principles and practices.

The corporate governance framework is  periodically reviewed by the Corporate Governance Committee to ensure that the framework remains appropriate in light of material changes to the Company’s size, complexity and business strategy, as well as its business and regulatory environments. In measuring compliance with corporate governance, the Committee recommends and plans relevant continuing education and training programs for the members of the Board of Directors.

The Committee entirely composed of  independent directors who meet at least twice a year to oversee the implementation of the corporate governance framework.

The Corporate Governance Committee Charter is currently under review.

Nomination Sub-Committee

 

Chairman:     Jose C. Ibazeta 
Member:       Stephen A. Paradies
Member:       Octavio Victor R. Espiritu
(Independent Director)

The Nomination Sub-Committee is responsible in reviewing and evaluating the qualifications of all persons nominated to Board of Directors. It determines the nomination and election process and has the special duty of defining the general profile of members of the Board  that the Company may need. Through this, the Nomination Sub-Committee ensures that appropriate knowledge, competencies and expertise complements the existing skills of the Board.

The Nomination Sub-Committee is composed of two Non-Executive Directors and one Independent Director who meet periodically to assess the Board and its Committees, as well as executive management of the Company. 
 

Nomination Sub-Committee Charter

Remuneration Sub-Committee

 

Chairman:     Andres Soriano III 
Member:       Stephen A. Paradies
Member:       Octavio Victor R. Espiritu
(Independent Director)

The Remuneration Sub-Committee was organized to establish a formal and transparent procedure for developing a policy on remuneration of the Directors and Senior Officers to ensure that their compensation is consistent with the Company’s culture, strategy and the business environment in which it operates.

The Committee is composed of two Non-Executive Directors and one Independent Director who meet periodically to ensure that the remuneration levels is competitively set to attract and retain the most qualified and experienced Directors and executives.

Remuneration Sub-Committee Charter

Board Risk Oversight Committee

 

Chairman:     Stephen A. Paradies
Member:       Octavio Victor R. Espiritu (Independent Director)
Member:       Joseph R. Higdon (Independent Director)

The Board Risk Oversight Committee is responsible for the oversight of ICTSI's risk management framework, including key strategic and operational risks, as well as the adequacy and effectiveness of its risk management system.

Risk appetite levels and risk tolerance limits are annually reviewed by the Committee based on changes and development in the business, regulatory framework, external economic and business environment and when major events occur that are considered to have major impact on ICTSI. The Committee also provides oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risk exposures of the Company.

The Committee is composed of majority of Independent Directors and one Non-Executive Director who meet periodically to discuss the Company’s prioritized and residual risk exposures based on regular management reports and assess how the concerned units or officers are addressing and managing risks.

Board Risk Oversight Committee Charter

Related Party Transaction Committee

 

Chairman:     Cesar A. Buenaventura (Independent Director)
Member:       Octavio Victor R. Espiritu (Independent Director)
Member:       Stephen A. Paradies

The Related Party Transaction Committee is responsible in reviewing the integrity and transparency of related party transactions between and among ICTSI and its joint ventures, subsidiaries, associates, affiliates, major stockholders, officers and directors including their spouses, children and dependent siblings and parents, and interlocking director relationships by members of the Board. This is geared toward the protection of the interest of the Company.

The Committee is also responsible for ensuring that appropriate disclosure is made, and/or information is provided to regulating and supervising authorities relating to the Company’s related party transactions exposures, and policies on conflicts of interest or potential conflicts of interest. Such transactions with related parties, including write-off of exposures, are subject to a periodic independent review or audit process.

The Committee is composed of two Independent Directors and a Non-Executive Director who meet periodically to ensure that related party transactions are not undertaken on more favorable economic terms to such related parties than similar transactions with non-related parties of the Company, and to determine any potential reputational risk issues that may arise as a result of or in connection with the transactions.

  Related Party Transaction Committee