CHARTER OF THE CORPORATE GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS OF CENTRAL AZUCARERA DE TARLAC

 

This Charter sets forth the purpose, composition, structure, and functions and responsibilities of the Corporate Governance Committee of the Board of Directors of Central Azucarera de Tarlac (the “Company”) in accordance with the Code of Corporate Governance for Publicly Listed Companies[1]

 

 

Purpose

 

The purpose of establishing the Corporate Governance Committee (CG Committee) is to assist the Board in the performance of its corporate governance responsibilities, including the functions of a Nomination and Remuneration Committee.

 

 

Functions

 

The Corporate Governance Committee (CG Committee) is tasked with ensuring compliance with and proper observance of corporate governance principles and practices. It has the following duties and functions, among others:

 

1. Oversees the implementation of the corporate governance framework and periodically reviews the said framework to ensure that it remains appropriate in light of material changes to the Company’s size, complexity and business strategy, as well as its business and regulatory environments;

 

1. Oversees the periodic performance evaluation of the Board and its committees as well as executive management, and conducts an annual self-evaluation of its performance;

 

1. Ensures that the results of the Board evaluation are shared, discussed, and that concrete action plans are developed and implemented to address the identified areas for improvement;
2. Recommends continuing education/training programs for directors, assignment of tasks/projects to board committees, succession plan for the board members and senior officers, and remuneration packages for corporate and individual performance;

 

1. Adopts corporate governance policies and ensures that these are reviewed and updated regularly, and consistently implemented in form and substance;
2. Proposes and plans relevant trainings for the members of the Board;

 

1. Determines the nomination and election process for the company’s directors and has the special duty of defining the general profile of board members that the company may need and ensuring appropriate knowledge, competencies and expertise that complement the existing skills of the Board; and

 

1. Establishes a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers that is consistent with the corporation’s culture and strategy as well as the business environment in which it operates.

 

 

Powers /Authority

 

The CG Committee shall have the power or authority to do any of the following:

 

1. To perform such other functions consistent with this Charter, the Company’s By-Laws or as may be authorized by the Board of Directors.

 

1. To engage independent legal, accounting or other advisors to the extent it deems necessary or appropriate, provided that it shall keep the Board of Directors advised as to the nature and extent of such independent advise.

 

1. To request that any officer or employee of the Company, the Company’s external counsel, or any other professional retained by the Company to render advice to the Company attend a meeting of the CG Committee or meet with any members of or advisors to the CG Committee.

 

1. To incur such ordinary administrative expenses as are necessary or appropriate in carrying out its responsibilities.

 

Composition

 

The CG Committee shall be composed of at least three (3) appropriately qualified directors majority of whom shall be independent directors, including the Chairman.

 

The Chairman and the Members of the CG Committee shall be appointed by the Board of Directors at the annual organizational meeting of the board. They may only be removed by the Board.

 

 

Meetings and Other Activities

 

1. The CG Committee shall meet at least annually or as the need arises.

 

1. Meetings of the CG Committee shall be convened by the Chairman when he considers it appropriate or upon the request any member. The Chairman of the Committee will approve the agenda for the committee meetings and any member may suggest matters to be discussed in the meetings.

 

1. Notice must be given to the members at least three (3) days prior to the scheduled meeting which must specify the place, date, time, and matter to be discussed.

 

1. There is a quorum when at least majority of the members are present throughout the meeting.

 

1. The CG Committee shall timely report its activities to the Board and make such recommendations to the Board as it deems appropriate.  In cases where its decisions or recommendations shall be approved/ ratified by the Board, the CG Committee must immediately refer it to the Board.

 

Minutes and Records

 

1. The CG Committee shall appoint a Secretary who shall prepare minutes of meetings and keep records thereof.

 

2. Any such records shall be open for inspection by any Member or Advisor upon reasonable prior notice during usual office hours of the Company.

 

 

 

 

Remuneration of Members

 

Members and Advisors of the CG Committee shall not accept fees or other remuneration with respect to their attendance in meetings except those authorized and approved by the Board. Members and Advisors shall also not accept fees or compensation whether directly or indirectly for consultancy services rendered to the Company.

 

 

Performance and Evaluation

 

To ensure that the CG Committee fulfills its responsibilities in accordance with global best practices and in compliance with the Revised Manual of Corporate Governance and other relevant regulatory requirements, the CG Committee shall conduct an assessment of its performance at least annually. The CG Committee shall obtain and subject itself to an independent assessment by the Board of Directors relative to its performance in accordance with expectations set out in this Charter.

 

 

Amendment

 

The CG Committee shall review this Charter at least annually; recommend any proposed changes to the Board for its approval; and ensure that the Charter is posted on the Company’s website, or promptly after any significant amendment to the Charter.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

APPROVED by the Board of Directors during the Regular Meeting held on 03 May 2017 at Makati City.

 

 

 

_______________________________ MARTIN IGNACIO P. LORENZO Chairman of the Board
____________________________ FERNANDO C COJUANGCO Director	__________________________ MARCO P. LORENZO Director
___________________________ FERNAN VICTOR P. LUKBAN Director and Member of the Corporate Governance Committee	__________________________ VIGOR D. MENDOZA II Director
__________________________ RENATO B. PADILLA Independent Director and Chairman of the Corporate Governance Committee	__________________________ BENJAMIN I. ESPIRITU Independent Director and Member of the Corporate Governance Committee

 

 

[1] (SEC Memorandum Circular No.  19, Series of 2016).