Board Committees

One of the functions of the Board is to foster the long-term success of the Company and sustain its competitiveness and profitability in a manner consistent with its corporate objectives and in the best interest of its stockholders and other stakeholders. Accordingly, to ensure that various tasks are properly managed and easily resolved, the Board formed five (5) committees, namely: (i) Audit Committee, (ii) Risk Management Committee, (iii) Executive Committee, (iv) Nomination and Compensation Committee, and (v) Corporate Governance Committee.

For each Committee, the Board adopts a charter which provides, among other things, the composition of the Committee, the qualifications of each member, and the functions, duties and responsibilities of the Committee.

The Company has four (4) committees which assist the Board in its oversight function over the Company and its subsidiaries namely, the Audit and Risk Management Committee, the Executive Committee, the Nomination and Compensation Committee, and the Corporate Governance Committee. Each Committee was created for a specifc purpose and is tasked to oversee the necessary details in the operations of the Company and its subsidiaries. The Committees help the Company comply with its principles of good governance.

Name	AUDIT	RISK MANAGEMENT	EXECUTIVE	NOMINATION AND COMPENSATION	CORPORATE GOVERNANCE
Lucio C. Tan			C	C
Carmen K. Tan
Karlu T. Say
Michael G. Tan
Lucio C. Tan III
Vivienne K. Tan
Juanita T. Tan Lee
Johnip G. Cua	C
Mary G. Ng		C
Wilfrido E. Sanchez
Florencia G. Tarriela
Chester Y. Luy
Raul M. Leopando					C
Woochong Um

Name	Committees
Lucio C. Tan	Nomination and Compensation (Chairman)
	Executive (Chairman)
Carmen K. Tan
Karlu T. Say	Executive
	Nomination and Compensation
Michael G. Tan	Nomination and Compensation
	Executive
	Corporate Governance
Lucio C. Tan III	Executive
	Nomination and Compensation
	Corporate Governance
Juanita T. Tan Lee	Nomination and Compensation
	Audit
	Risk Management
	Executive
	Corporate Governance
Vivienne K. Tan	Executive
Wilfrido E. Sanchez	Nomination and Compensation
	Risk Management
Florencia G. Tarriela	Risk Management
	Corporate Governance
Mary Go Ng	Audit
	Risk Management (Chairman)
	Nomination and Compensation
	Corporate Governance
Johnip G. Cua	Audit (Chairman)
	Risk Management
	Executive
	Corporate Governance
Chester Y. Luy	Audit
	Risk Management
	Corporate Governance
Raul M. Leopando	Audit
	Corporate Governance (Chairman)
Woochong Um	Audit
	Risk Management
	Corporate Governance

NOMINATION AND COMPENSATION
AUDIT COMMITTEE
RISK MANAGEMENT COMMITTEE
EXECUTIVE
CORPORATE GOVERNANCE

Nomination and Compensation Committee (NCC)

The objective of the Nomination and Compensation Committee is to ensure a formal and transparent Board nomination process, and to select, compensate, monitor and, when necessary, replace key executives and oversee succession planning.

It is composed of seven (7) directors with Dr. Lucio C. Tan as Chairman and Mr. Lucio C. Tan III, Ms. Karlu T. Say, Mr. Michael G. Tan, Ms. Juanita T. Tan Lee, Ms. Mary G. Ng and Mr. Wilfrido E. Sanchez as members.

In accordance with its Charter, the NCC conducts a meeting at least once a year. Hence, on March 20, 2024, the Committee convened and passed upon the qualifications of candidates who were nominated for election at the Annual Stockholders’ Meeting (ASM) held last May 3, 2024. This Committee meeting was attended by all members of the Committee, as shown below:

Office	Name	Number of Meetings Attended	%	LENGTH IN SERVICE IN THE COMMITTEE (YEARS)
Chairman	Lucio C. Tan	1	100%	25
Member	Lucio C. Tan III	1	100%	2
Member	Michael G. Tan	1	100%	21
Member	Karlu T. Say	1	100%	4
Member	Juanita T. Tan Lee	1	100%	12
Member	Mary G. Ng	1	100%	5
Member	Wilfrido E. Sanchez	1	100%	12

The NCC is composed of six (6) directors with Dr. Lucio C. Tan as Chairman and Mr. Harry C. Tan, Mr. Lucio K. Tan, Jr.+, Mr. Michael G. Tan, Ms. Juanita T. Tan Lee and Mr. Wilfrido E. Sanchez as members.

In compliance with its charter, and for purposes of ensuring a formal and transparent Board nomination process in the selection, compensation, monitoring and, when necessary, replacement of key executives as well as overseeing the succession planning of the Company, the Committee conducts a meeting at least once a year.

On March 8, 2019, the Committee convened and passed upon the qualifications of candidates who are nominated to hold key positions in the Company:

Name
Lucio C. Tan (Chairman)	NUMBER OF MEETINGS ATTENDED: 1 % PRESENT: 100% LENGTH IN SERVICE IN THE COMMITTEE (YEARS): 25
Lucio C. Tan III (Member)	NUMBER OF MEETINGS ATTENDED: 1 % PRESENT: 100% LENGTH IN SERVICE IN THE COMMITTEE (YEARS): 2
Michael G. Tan (Member)	NUMBER OF MEETINGS ATTENDED: 1 % PRESENT: 100% LENGTH IN SERVICE IN THE COMMITTEE (YEARS): 21
Karlu T. Say (Member)	NUMBER OF MEETINGS ATTENDED: 1 % PRESENT: 100% LENGTH IN SERVICE IN THE COMMITTEE (YEARS): 4
Juanita T. Tan Lee (Member)	NUMBER OF MEETINGS ATTENDED: 1 % PRESENT: 100% LENGTH IN SERVICE IN THE COMMITTEE (YEARS): 12
Mary G. Ng (Member)	NUMBER OF MEETINGS ATTENDED: 1 % PRESENT: 100% LENGTH IN SERVICE IN THE COMMITTEE (YEARS): 5
Wilfrido E. Sanchez (Member)	NUMBER OF MEETINGS ATTENDED: 1 % PRESENT: 100% LENGTH IN SERVICE IN THE COMMITTEE (YEARS): 12

Audit Committee (AC)

The Audit Committee was created to assist the Board in its oversight functions. Its main purpose is to review (i) the financial reporting process, (ii) the system of internal control, (iii) the audit process, and (iv) the Company’s process for monitoring compliance with laws and regulations and its own code of business conduct.

As the Committee is tasked with significant functions vital to the Company’s business, operations, and risks, its members have relevant background, knowledge, skills, and experience in the areas of accounting, auditing or finance. Aside from these qualifications, the Chairman of the Committee is likewise an Independent Director who is not simultaneously the Chairman of the Board or any other Committee. The Committee is composed of six (6) directors/board advisor with Mr. Johnip G. Cua as Chairman, Ms. Juanita T. Tan Lee, Ms. Mary G. Ng, Mr. Raul M. Leopando, Mr. Woochong Um, and Mr. Chester Y. Luy as members.

The Committee’s charter stipulates that it must conduct its regular meeting at least every quarter, and call for special meetings as necessary. Thus in 2024, the Committee held five (5) meetings, as provided in the table below:

Office	Name	Number of Meetings Attended	% Present	Length of Service in the Committee (years)
Chairman	Johnip G. Cua	5	100%	7
Member	Mary G. Ng	4	80%	5
Member	Wilfrido E. Sanchez	5	100%	11
Member	Juanita T. Tan Lee	5	100%	11
Member	Florencia G. Tarriela	4	80%	11
Member	Chester Y. Luy [1]	5	100%	2

Name
Johnip G. Cua (Chairman)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee: 7
Mary G. Ng (Member)	No. of Meetings Attended: 4 % Present: 80% Length of Service in the Committee: 5
Wilfrido E. Sanchez (Member)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee: 11
Juanita T. Tan Lee (Member)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee: 11
Florencia G. Tarriela (Member)	No. of Meetings Attended: 4 % Present: 80% Length of Service in the Committee: 11
Chester Y. Luy (Member)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee: 2

Risk Management Committee (RMC)

The Risk Management Committee assists the Board in fulfilling its oversight responsibilities. It monitors the risk environment of the Company and provides direction for the activities to mitigate, to an acceptable level, the risks that may adversely affect the Company’s ability to achieve its goals. It likewise facilitates the continuous improvement of the Company’s capabilities around managing its priority risks.

To achieve efficiency and promote good corporate governance, the Committee is composed of seven (7) competent members, three (3) of whom are Independent Directors, including the Chairman. Each have relevant background, knowledge, skills, and experience to properly and efficiently discharge their duties and responsibilities. The RMC is composed of seven (7) directors/board advisors with Ms. Mary G. Ng as Chairman, Mr. Johnip G. Cua, Ms. Juanita T. Tan Lee, Mr. Woochong Um, Ms. Florencia G. Tarriela, Mr. Wilfrido E. Sanchez, and Mr. Chester Y. Luy as members.

In 2024, the Committee conducted twenty (20) meetings as shown below:

Office	Name	Number of Meetings Attended	% Present	Length of Service in the Committee (years)
Chairman	Mary G. Ng	20	100%	3
Member	Johnip G. Cua	19	95%	3
Member	Wilfrido E. Sanchez	19	95%	3
Member	Juanita T. Tan Lee	20	100%	3
Member	Florencia G. Tarriela	19	95%	3
Member	Chester Y. Luy	20	100%	2

Name
Mary G. Ng (Chairman)	No. of Meetings Attended: 20 % Present: 100% Length of Service in the Committee (years) : 3
Johnip G. Cua (Member)	No. of Meetings Attended: 19 % Present: 95% Length of Service in the Committee (years) : 3
Wilfrido E. Sanchez (Member)	No. of Meetings Attended: 1 9 % Present: 95% Length of Service in the Committee (years) : 3
Juanita T. Tan Lee (Member)	No. of Meetings Attended: 20 % Present: 100% Length of Service in the Committee (years) : 3
Florencia G. Tarriela (Member)	No. of Meetings Attended: 19 % Present: 95% Length of Service in the Committee (years) : 3
Chester Y. Luy (Member)	No. of Meetings Attended: 20 % Present: 100% Length of Service in the Committee (years) : 2

Executive Committee (EXCOM)

The Executive Committee exercises all the powers of the Board, excluding powers expressly reserved to the Board under Philippines laws and the Company’s By-Laws. Its responsibilities include:

Acting on specific matters within the competence of the Board of Directors as may be delegated to it by a majority vote of the Board, except with respect to the:

a. Approval of any action for which shareholders’ approval is also required;

b. Filling of vacancies in the Board;

c. Amendment or repeal of By-Laws or the adoption of new By-Laws;

d. Amendment or repeal of any resolution of the Board, which by its express terms is not so amendable or repealable; and

e. Distribution of cash dividend to shareholders.

2. Serving as a sounding board for Management on emerging issues, problems, and initiatives;

3. Reporting to the Board any official actions taken by the Committee, the same being subject to revisions and alterations by the Board; provided, that no rights of third persons shall be affected by any such revision or alteration;

4. Approving the business plan, operating budget, and capital expenditure each year, which shall be subject to confirmation by the Board.

The Committee is composed of seven (7) directors with Dr. Lucio C. Tan as Chairman, Mr. Lucio C. Tan III, Mr. Michael G. Tan, Ms. Karlu T. Say, Ms. Vivienne K. Tan, Ms. Juanita T. Tan Lee and Mr. Johnip G. Cua as members. Following its Charter the Committee is expected to hold meetings as often as necessary or on an “as-need basis”. Since there were no urgent matters requiring the decision or guidance of the Committee, no EXCOM meeting was conducted in the year 2023.

The EXCOM is responsible in ensuring that the Board manages the businesses and affairs of the company properly. Their authority, however, is limited to functions not expressly reserved to the Board of Directors under the laws of the Philippines, the corporate By-Laws and the Company’s Revised Corporate Governance Manual.

As part of good governance, the EXCOM is composed of eight (8) directors namely, Dr. Lucio C. Tan as Chairman and Mr. Harry C. Tan, Mr. Lucio K. Tan, Jr.+, Mr. Michael G. Tan, Ms. Vivienne K. Tan, Ms. Juanita T. Tan Lee, Mr. Johnip G. Cua and Ms. Florencia G. Tarriela as members.

As provided in its charter, the EXCOM holds meetings on an as-need basis. Since no urgent matters arose requiring their approval, it did not conduct any meeting in 2019.

+ Deceased November 11, 2019

Corporate Governance and Sustainability Committee (CGSC)

One of the primary goals of the Company is to ensure its growth and success, while maintaining the trust of its stockholders and the investing public. With this in mind, the Company established the Corporate Governance Committee to assist the Board in fulfilling its corporate governance responsibilities and ensure the Company’s compliance with Philippine laws, rules and regulations, and the SEC recommendations on good corporate governance for publicly-listed companies.

The CGC is composed of nine (9) directors/board advisors with Mr. Raul M. Leopando as Chairman, Mr. Lucio C. Tan III, Mr. Michael G. Tan, Ms. Juanita T. Tan Lee, Mr. Johnip G. Cua, Ms. Mary G. Ng, Mr. Woochong Um, Ms. Florencia G. Tarriela, and Mr. Chester Y. Luy as members.

The table below shows the attendance of the members of the CGC during the 2024 meetings:

Office	Name	Number of Meetings Attended	% Present	Length of Service in the Committee (years)
Chairman	Florencia G. Tarriela	5	100%	11
Member	Lucio C. Tan III	5	100%	2
Member	Michael G. Tan	5	100%	11
Member	Juanita T. Tan Lee	5	100%	11
Member	Johnip G. Cua	5	100%	7
Member	Mary G. Ng	5	100%	3
Member	Chester Y. Luy	5	100%	2

Name
Florencia G. Tarriela (Chairman)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee (years): 11
Lucio C. Tan III (Member)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee (years): 2
Michael G. Tan (Member)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee (years): 11
Juanita T. Tan Lee (Member)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee (years): 11
Johnip G. Cua (Member)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee (years): 7
Mary G. Ng (Member)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee (years): 3
Chester Y. Luy (Member)	No. of Meetings Attended: 5 % Present: 100% Length of Service in the Committee (years): 2

NOMINATION AND COMPENSATION
AUDIT AND RISK MANAGEMENT
EXECUTIVE
CORPORATE GOVERNANCE