BOARD COMMITTEES AND CHARTERS

THE BOARD

The Board of Directors consists of 11 members, nominated in accordance with the By-Laws of the Corporation. In compliance with the legal requirement of SEC for publicly listed corporations, PHINMA’s Board of Directors includes four (4) independent directors. The independent directors hold no interest or have no relationship with the corporation that may hinder their independence from the corporation or management or would interfere with the exercise of independent judgment in carrying out their responsibilities.

BOARD COMMITTEES


To assist it in discharging its duties and responsibilities, the Board constitutes committees which directly report to the Board in accordance with duly approved procedures.

Executive Committee

The Committee shall advise the Board in matters concerning its interests and the management of its business and may exercise powers delegated to it in the By-Laws or by majority vote of the Board. In carrying out its duties, the Committee may request the assistance of the officers of the Corporation.

 

Compensation Committee

The duties and responsibilities of this Committee include establishing formal and transparent process for developing a policy on the compensation packages of corporate officers and directors, and providing oversight over compensation of senior management and other key personnel, ensuring that compensation is consistent with the Company’s culture, strategy, control environment, geographic operations and long-term objectives.

Audit and Related Party Transactions Committee

The Committee assists the Board of Directors in fulfilling its oversight responsibility to the shareholders relating to the financial statements and financial reporting process, internal control system, internal and external auditor’s performance, and compliance with legal and regulatory matters including approving and recommending the appointment, reappointment, removal, fees and assessing the integrity and independence of the external auditor. The Committee also performs oversight function on the review and approval of related party transactions.

Nominations Committee

The Committee oversees the nomination and election process for the company’s Board of Directors. The Committee reviews the qualifications of candidates and submits a list of qualified nominees.

Risk Oversight Committee

The Committee assists the Board of the Corporation in fulfilling its corporate governance responsibility with respect to its oversight of the Corporation’s risk management framework. While the Committee has responsibilities and powers set forth in the Charter, the Corporation’s management is ultimately responsible for designing, implementing, and maintaining an effective risk management program.

Retirement Committee

The purpose of the Retirement Committee is to assist the Board in its oversight responsibilities related to the administration, funding and investment performance of the retirement plan of the company, and any other related activities and functions assigned by the Board

Corporate Governance Committee

The Committee is tasked to assist the Board in the performance of its corporate governance responsibilities which include the implementation and periodic review of the corporate governance rules, policies and framework, annual board self-assessment and continuing training program for directors.

MANUAL ON CORPORATE GOVERNANCE

PHINMA Corporation (the "Corporation") believes that good governance is an integral component of sound business management and exerts every effort necessary to ensure compliance within the organization.

In accordance with the State’s policy to actively promote corporate governance reforms aimed to raise investor confidence, develop capital market and help achieve high sustained growth for the corporate sector and the economy, the Board of Directors, Management, and Employees of PHINMA Corporation commit to the principles and best practices contained in the Manual on Good Corporate Governance approved in August 2002 and as amended in March 2004, February 2008, March 2011, June 2014. The Manual was further amended to substantially adopt the 2016 Code of Corporate Governance for Publicly-Listed Companies in May 2017 and March 2018. Relevant provisions from the 2019 Revised Corporation Code of the Philippines (R.A. 11232) were incorporated into the Manual in November 2020.

CODE OF BUSINESS CONDUCT AND ETHICS

The Code of Conduct of the company contains policies on professional decorum, conflict of interest and penalties for violations.

Employees are required to always act in the best interest of the company. As a matter of policy, every employee and officer of the company should avoid any situation that could interfere or appear to interfere with their independent judgment in performing their duties. The policy also prohibits using one’s official position to secure a contract or employment for a related party, soliciting gifts or any property for personal gain from any individual or organization that deals with the company, and using company information for personal gain. No employee may engage in any business or undertaking that is indirectly or directly in competition with or prejudicial to the interests of the company.

ANNUAL CORPORATE
GOVERNANCE TRAINING

The PHINMA Group provides relevant annual continuing training on corporate governance to its directors and relevant officers which is conducted by a SEC-accredited training supplier. Previous years' training sessions have covered topics on Internal Control Environment, Sustainability Reporting, the Revised Corporation Code, Change Management, Succession Planning and Business Continuity Planning. In 2021, PHINMA Corporation directors and officers attended the Corporate Governance Seminar conducted by Center for Global Best Practices on Cybersecurity Competency Framework and Revised Corporation Code of the Philippines. The seminar was conducted on October 22, 2021.

COMPANY DISCLOSURES

ANNUAL CORPORATE GOVERNANCE REPORTS

The Integrated Annual Corporate Governance Report combines the corporate governance reportorial requirements of the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE) including corporate governance practices expected of listed companies. PHINMA Corporation discloses its compliance or non-compliance with the recommendations following the “comply” or “explain” approach. PHINMA Corporation submitted its Integrated Annual Corporate Governance Report for year-end 2021 on May 30, 2022.

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