consolidated changes in the annual corporate governance ... · * duly reported via sec form 17‐c...
TRANSCRIPT
COVER SHEET
P W - 3 6 4 S.E.C. Registration Number
V I C T O R I A S M I L L I N G C O M P A N Y , I N C .
(Company’s Full Name)
V I C T O R I A S C I T Y ,
N E G R O S O C C I D E N T A L
(Business Address: No. Street City/Town/ Province)
EVA A. VICENCIO-RODRIGUEZ (034) 399-3588 Contact Person Company Telephone Number
0 8 3 1 Consolidated Changes in the ACGR for 2013-2014
First Tuesday of February
Month Day FORM TYPE
Fiscal Year Annual Meeting
Secondary License Type, If Applicable
Dept. Requiring this Doc. Amended Articles Number/Section
Total amount of Borrowings
Total No. of Stockholders Domestic Foreign
------------------------------------------------------------------------------------------------------------------------------------------------------------
To be accomplished by SEC Personnel concerned
File Number LCU
Document I.D. Cashier
S T A M P S
Remarks = pls. use black ink for scanning purposes
CONSOLIDATED UPDATES/CHANGES IN THE ACGR
I. Update dated June 18, 2014, received by SEC on June 23, 2014 (Annex “A”)
A. BOARD MATTERS 1) Board of Directors Number of Directors per Articles of Incorporation Eleven (11) Actual number of Directors for the year Eleven (11)
(a) Composition of the Board
Complete the table with information on the Board of Directors:
Director’s Name
Type [Executive (ED), Non-Executive (NED) or
Independent Director (ID)]
If
nominee, identify the principal
Nominator in
the last election (if
ID, state the relationship
with the nominator)
Date first
elected
Date last elected (if ID,
state the number of
years served as ID)1
Elected when
(Annual /Special Meeting)
No. of years
served as
director
Atty. Brian Keith F. Hosaka
ID Premier Network Intl. Ltd.
Premier Network Intl. Ltd., Atty. Emmanuel S. Ypil, no relation
Feb. 7, 2012
*June 6, 2014 Board Meeting
2 years
Mr. Lucio K. Tan, Jr.
ID LT Group,
Inc.
LT. Group Inc., Atty. Cecille Pesayco, no relation
June 6, 2014
*June 6, 2014 Board Meeting
1 month
Dr. Alberto P. Fenix, Jr.
ID NARRA Capital Invest- ment Corp.
VCY Sales Corp. and Narra Capital Investment Corp.
Feb. 5, 2013
*Feb. 4, 2014
Annual Meeting
1 year
Mr. Eduardo V. Concepcion
ED Narra Capital Investment Corp. and Premier Network, Intl. Ltd.
Feb. 4, 2014
*Feb. 4, 2014
Annual Meeting
6 months
Atty. Anna Rosario V. Paner
ED CVI GVF (Lux)
Master S.A.R.L.
CVI GVF (Lux) Master S.A.R.L.
Feb. 6, 2007
*Feb. 4, 2014,
Annual Meeting
7 years
Mr. William Y. Chua
ID Narra Capital Invest- ment Corp.
MC Metroplex Holdings Corp. and Cecilia Javelona, no relation.
Feb. 4, 2014
*Feb. 4, 2014
Annual Meeting
6 months
1
Mr. Terence D. Son Keng Po
ED CVI GVF (Lux)
Master S.A.R.L.
Marylou SonKengPo, sister
Feb. 5, 2013
*Feb. 4, 2014 Annual Meeting
1 year
Mr. Michael G. Tan
ID Phil. National
Bank (PNB)
LT. Group Inc., PNB
Feb. 25, 2011
*Feb. 4, 2014, Annual Meeting
3 years
Mr. Alvin C. Yu ID Narra Investment Corp.
Reggie Hannah Y. Lorenzo, sister
Feb. 4, 2014
*Feb. 4, 2014
Annual Meeting
6 months
Mr. Martin C. Yu ID Narra Investm
ent Corp.
Narra Capital Investment Corp., Alvin C. Yu, brother
Feb. 4, 2014
*Feb. 4, 2014
Annual Meeting
6 months
Mr. Wilson T. Young
ID LT Group, Inc.
Sulasses Holdings, Inc.
April 30, 2004
*Feb. 4, 2014,
Annual Meeting
10 years
* Duly reported via SEC Form 17‐C on February 4, 2014 and June 6, 2014. (d) Directorship in Other Companies
(i) Directorship in the Company’s Group2
Identify, as and if applicable, the members of the company’s Board of Directors who hold the office of director in other companies within its Group:
Director’s Name Corporate Name of the Group Company
Type of Directorship (Executive, Non-Executive, Independent). Indicate if director is also the
Chairman. Anna Rosario V. Paner VMC Subsidiaries – Victorias
Foods Corp. (VFC), Victorias Agricultural Land Corp. (VALCO), Canetown Development Corp. (CDC), Victorias Quality Packaging Company Inc. (VQPC), and Victorias Golf & Country Club, Inc. (VGCCI)
Executive Director Chairman: VFC, VALCO, CDC & VQPC
Terence D. Son Keng Po VMC Subsidiaries - VFC, VGCCI & CDC
Executive Director
*Messrs. Enrique T. Chua, Jose M. Chan, Jr. and Armando A. Samia are no longer directors of VMC subsidiaries. Duly reported SEC Form 17‐C last April 24, 2014 and June 6, 2014.
(ii) Directorship in Other Listed Companies
Identify, as and if applicable, the members of the company’s Board of Directors who are also directors of publicly-listed companies outside of its Group:
Director’s Name Name of Listed Company Type of Directorship (Executive, Non‐Executive, Independent). Indicate if
director is also the Chairman. Wilson T. Young LT Group, Inc. Non‐Executive Director William Y. Chua None Eduardo V. Concepcion None Brian Keith F. Hosaka None Alberto P. Fenix, Jr. SPC Power Corp. Executive Director Anna Rosario V. Paner None Terence D. Son Keng Po None
2 The Group is composed of the parent, subsidiaries, associates and joint ventures of the company.
2
Michael G. Tan Allied Banking Corporation, Phil. National Bank, LT Group, Inc.
Executive Director
Lucio K. Tan, Jr. L. T. Group, Inc. Executive Director Martin C. Yu None Non‐Executive Director Alvin C. Yu None
(iii) Relationship within the Company and its Group
Provide details, as and if applicable, of any relation among the members of the Board of Directors, which links them to significant shareholders in the company and/or its group:
Director’s Name Name of the
Significant Shareholder Description of the relationship
Alvin C. Yu Narra Capital Investment Corp. brother of Mr. Martin C. Yu Martin C. Yu Narra Capital Investment Corp. brother of Mr. Alvin C. Yu Michael G. Tan LT Group, Inc. brother of Mr. Lucio K. Tan, Jr. Lucio K. Tan, Jr. LT Group, Inc. brother of Mr. Michael G. Tan
(e) Shareholding in the Company
Complete the following table on the members of the company’s Board of Directors who directly and indirectly own shares in the company:
Name of Director Number of Direct shares Number of
Indirect shares / Through (name of record owner)
% of Capital Stock
Wilson T. Young 300 0.000% Brian Keith F. Hosaka 1 1,000 0.000% William Y. Chua 1,000 500,000 0.000% Eduardo V. Concepcion 1,000 1,000 0.000% Alberto P. Fenix, Jr. 10,000 0.000% Anna Rosario V. Paner 2 1,000 0.000% Terence D. Son Keng Po 87,300 0.003% Michael G. Tan 60 0.000% Lucio K. Tan, Jr. 1,100 0.000% Alvin C. Yu 1 0.000% Martin C. YU 1 0.000% TOTAL 100,765 503,000 0.003% *Duly reported via SEC Form 23‐A on February 6, 7, 11 and June 13, 2014. D. REMUNERATION MATTERS
3) Aggregate Remuneration
Complete the following table on the aggregate remuneration accrued during the most recent year:
Remuneration Item Executive Directors
Non-Executive Directors (other than independent
directors)
Independent Directors
(a) Fixed Remuneration 12,278,823
(b) Variable Remuneration
(c) Per diem Allowance 576,470 694,117
(d) Bonuses 6,896,000 9,944,000
(e) Stock Options and/or other financial instruments
3
(f) Others (Specify) 4,088,235 4,147,000
Total 23,839,528 14,785,117
*As of May 31, 2014
5) Remuneration of Management
Identify the five (5) members of management who are not at the same time executive directors and indicate the total remuneration received during the financial year:
Name of Officer/Position Total Remuneration
Teresita V. Ilagan – Chief Finance Officer
Linley A. Retirado – Chief Manufacturing Officer
Victor T. Yu – Acting Chief Administrative Officer
Judy Anne G. Tiongco – Investor Relations Officer
Aggregate – 9,145,000
*As of May 31, 2014
Disclose the profile or qualifications of the Audit Committee members.
Terence D. Son Keng Po, age 45, is presently the Treasurer of the company. Moreover, he is the President of Victorias Foods Corporation (VFC). He is currently a Director of Victorias Golf & Country Club, Inc. (VGCCI) and Canetown Development Corporation (CDC). He served as a Director of Cargill Financial Services, Inc. and Carval Investor Services (both subsidiaries of Cargill, Inc.).
Dr. Alberto P. Fenix, Jr., age 69, currently chairs the Nomination, Corporate Governance and Compliance Committee of VMC. He is the President and CEO of the following corporations: Newtech Pulp, Inc. and Invoclar Vivadent, Inc. He is also the Executive Director of SPC Power Corporation and Chairman and President of Fenix Management and Capital, Inc. In addition thereto, he is the President Emeritus of the Philippine Chamber of Commerce and Industry and the trustee of Angeles University Foundation.
I. DISCLOSURE AND TRANSPARENCY a. Ownership Structure
1. Holding 5% shareholding or more
Shareholder Number of Shares Percent Beneficial Owner Premier Network International, Ltd.
642,173,474 27.124% Premier Network International, Ltd.
Narra Capital Investment Corp.
351,859,153 14.862% Narra Capital Investment Corp.
LT Group, Inc. 351,504,251 14.847% LT Group, Inc.
*As of June 30, 2014, based on Public Ownership Report
Name of Senior Management Number of Direct shares
Number of Indirect shares / Through (name of record owner)
% of Capital Stock
Eduardo V. Concepcion 1,000 1,000 0.000% Linley A. Retirado None None N.A. Teresita V. Ilagan None None N.A. Victor T. Yu None None N.A.
TOTAL 1,000 1,000 0.000%
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1. External Auditor’s fee
Name of auditor Audit Fee Non-audit Fee MANABAT SANAGUSTIN & CO. (KPMG)
P2,840,000.00 net of VAT None
*Based on Annual Report CY 2012‐2013, p.30
5. Date of release of audited financial report: December 13, 2013 J. RIGHTS OF STOCKHOLDERS
(f) Stockholders’ Attendance
i. Details of Attendance in the Annual/Special Stockholders’ Meeting Held:
Type of Meeting
Names of Board members /
Officers present Date of Meeting
Voting Procedure (by poll, show of hands, etc.)
% of SH Attending in Person
% of SH in
Proxy
Total % of SH attendance
Annual
Wilson T. Young, Anna Rosario V. Paner, Michael G. Tan, , Jose M. Chan, Jr., Enrique T. Chua (Lee Keng), Alberto P. Fenix, Jr., Terence D. Son Keng Po, Eduardo V. Concepcion, William Y. Chua, Alvin C. Yu, Martin C. Yu Teresita V. Ilagan, Brian Keith F. Hosaka Eva V. Rodriguez,
February 4, 2014
No formal voting; number of nominees exactly the same as number of directors per By-laws.
Special None held in the recent years
(h) Definitive Information Statements and Management Report
Number of Stockholders entitled to receive Definitive Information Statements and Management Report and Other Materials
All stockholders as of Record Date, totaling 5,456. Record date was set to December 31, 2013.
Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by market participants/certain beneficial owners
January 13, 2014
Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by stockholders
January 13, 2014
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State whether CD format or hard copies were distributed
CD Format, with a note that hard copies are available upon request.
If yes, indicate whether requesting stockholders were provided hard copies Yes
*Duly reported via SEC Form 17‐C last January 13, 2014. K. INVESTORS RELATIONS PROGRAM
2. Describe the company’s investor relations program including its communications strategy to promote
effective communication with its stockholders, other stakeholders and the public in general. Disclose the contact details (e.g. telephone, fax and email) of the officer responsible for investor relations.
Details
(1) Objectives Through website (2) Principles -same- (3) Modes of Communications -same- (4) Investors Relations Officer -Ms. Judy Anne Tiongco, (02)-733-8075;
[email protected] II. Updates dated July 1, 2014, received by SEC on July 4, 2014 (Annex “B”)
E. BOARD COMMITTEES
2) Committee Members
(b) Audit, Compensation & Remuneration Committee (Audit Committee) – as of July 2014
Office Name Date of Appointment
No. of Meetings Held
No. of Meetings Attended
During Incum-bency
%
Length of Service in
the Committe
e
Chairman Dr. Alberto P. Fenix, Jr.
*July 1, 2014 2 2 100% -
Member (ED) Terence D. Son Keng Po
*July 1, 2014 2 2 100% -
Member (NED)
Member (ID) Atty. Brian Keith F. Hosaka Lucio K. Tan, Jr. Martin C. Yu
*July 1, 2014 *July 1, 2014 *July 1, 2014
2
2 2
2
2 2
100%
100% 100%
- - -
• Duly reported via SEC Form 17‐C on July 1, 2014
Disclose the profile or qualifications of the Audit Committee members. Dr. Alberto P. Fenix, Jr., age 69, currently chairs the Audit Committee of VMC. He is currently the Chairman and President of Fenix Management and Capital, Inc. Chairman of Newtech Pulp, Inc., President of Ivoclar Vivadent, Inc., and Executive Director of SPC Power Corporation, a publicly listed company. He also serves as an Officer and Director in the subsidiaries and affiliates of the above companies. He graduated from the Ateneo de Manila Univeristy with a Bachelor’s Degree in Mathematics, and holds Masters and Doctorate degrees in Industrial Management from the Sloan School of Management of the Massachusetts institute of Technology. He was the 1998 and 1999 President of the Philippine Chamber of Commerce and Industry (PCCI), an up to the present, its Honorary President. Atty. Brian Keith F. Hosaka, age 43, is the Corporate Secretary and Direstor of VMC. He is one of the founding partners of Paner Hosaka & Ypil Attorneys-at-Law and has been in the practice of law since
6
1999. For the past five (5) years, he has acted as Director for the Quezon Coconut Producers Bank. Nota Bene, Xdot Inc., and TechBox International, Inc. He previously worked at the Supreme Court of the Philippines, and was connected with Coca-Cola Bottlers Philippines, Inc. He was also the former Deputy General Counsel of the Integrated Bar of the Philippines. Terence D. Son Keng Po, age 45, is presently the Treasurer of the Company and Chairman of the Risk and Corporate Governance Committee. Moreover, he is the President of Victorias Foods Corporation (VFC), and is currently a Director of Victorias Golf & Country Club, Inc. (VGCCI) and Canetown Development Corporation (CDC). He was formerly a Director of Carval Investors Services and Cargill Financial Services international, Inc. He was previously connected with McDonald’s Philippines, Procter and Gamble Philippines, and Sycip Gorres Velayo and Company. Lucio K. Tan, Jr., age 48, is presently one of the Directors of VMC. He was conferred a Master’s Degree under Executive Master of Business and Administration program (EMBA) jointly by Kellog School of Management of Northwestern University in the United States and Hong Kong University of Science and Technology as well as holding a BS in Civil Engineering from University of California, Davis. He is serving as the President and CEO of Tanduay Distiller’s Inc. and served MacroAsia Corporation in the same capacity. He is a member of the Board of Directors of the following companies: Phillip Morris Fortune Tobacco Corporation (PMFTC), Inc., Bulawan Mining Corporation, PNB Capital & Investment Corporation, PNB RCI Holding Co. Ltd., PNB (Europe) PLC, Philippine Airlines, Inc., PAL Holdings, Inc., Air Philippines Corporation, MacroAsia Corporation, Tanduay Holdings, Inc., Allied Bankers Insurance Corporation and Eton Properties Philippines., Inc. Martin C. Yu, age 39, obtained his Bachelor’s Degree in Management in Ateneo de Manila University in 1995. Presently, he serves as a Director of VMC. He has been serving as Director in VCY Sales Corporation since 1998. Moreover, he has been the President of Firefly Electric and Lighting Corporation since 2001 and Bright Summit Distribution Corporation since 2010. III. Current Updates/Changes 6) Orientation and Education Program
(b) State any in-house training and external courses attended by Directors and Senior Management3 for the past
three (3) years:
Continuing education programs for directors: programs and seminars and roundtables attended during the year.
CG Orientation Program attended by the Board and Officers on March 6, 2014 and June 5, 2014; duly reported via SEC Form 17C dated March 13, 2014 and June 10, 2014 respectively.
Name of Director/Officer Date of Training Program
Name of Training Institution
WILSON T. YOUNG MARCH 6, 2014 CG ORIENTATION PROGRAM Institute of Corporate Directors
ANNA ROSARIO V. PANER MARCH 6, 2014 CG ORIENTATION
PROGRAM Institute of Corporate Directors
ENRIQUE T. CHUA JUNE 5, 2014 CG ORIENTATION PROGRAM Institute of Corporate Directors
BRIAN KEITH F. HOSAKA JUNE 5, 2014 CG ORIENTATION
PROGRAM Institute of Corporate Directors
EDUARDO V. CONCEPCION MARCH 6, 2014 CG ORIENTATION
PROGRAM Institute of Corporate Directors
ALBERTO P. FENIX, JR. MARCH 6, 2014 CG ORIENTATION PROGRAM Institute of Corporate Directors
TERENCE D. SON KENG PO MARCH 6, 2014 CG ORIENTATION
PROGRAM Institute of Corporate Directors
3 Senior Management refers to the CEO and other persons having authority and responsibility for planning, directing and controlling the activities of the company.
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TERESITA V. ILAGAN MARCH 6, 2014 CG ORIENTATION PROGRAM Institute of Corporate Directors
ANNE G. TIONGCO MARCH 6, 2014 CG ORIENTATION PROGRAM Institute of Corporate Directors
WILLIAM Y. CHUA JUNE 5, 2014 CG ORIENTATION PROGRAM Institute of Corporate Directors
LINLEY A. RETIRADO JUNE 5, 2014 CG ORIENTATION PROGRAM Institute of Corporate Directors
VICTOR T. YU JUNE 5, 2014 CG ORIENTATION PROGRAM Institute of Corporate Directors
B. Board Meetings and Attendance
2) Attendance of Directors in VMC Board Meetings from Sept. 1, 2013 to August 31, 2014.
Board Name Date of Latest Election
No. of Meetings Held During the
Year
No. of Meetings Attended
During Incumbency
%
Chairman Wilson T. Young Feb. 4, 2014 14 14 100%
Member **Jose M. Chan, Jr. Feb. 4, 2014 11 10 91%
Member **Enrique T. Chua (Lee Keng) Feb. 4, 2014 11 10 91%
Member Alberto P. Fenix, Jr. Feb. 4, 2014 14 12 86%
Member Anna Rosario V. Paner Feb. 4, 2014 14 14 100%
Member Terence D. Son Keng Po Feb. 4, 2014 14 12 86%
Member Michael G. Tan Feb. 4, 2014 14 10 71%
Member ****Eduardo V. Concepcion Feb. 4, 2014 8 8 100%
Member ****William Y. Chua Feb. 4, 2014 8 8 100%
Member ****Alvin C. Yu Feb. 4, 2014 8 8 100%
Member ****Martin C. Yu Feb. 4, 2014 8 8 100%
Member *****Brian Keith F. Hosaka June 6, 2014 9 9 100%
Member *Lucio K. Tan, Jr. June 6, 2014 3 2 67%
Member ***Armando O. Samia Feb. 4, 2014 6 6 100%
Member ***Hubert D. Tubio Feb. 4, 2014 6 5 83%
Member ***Emmanuel T. Velasco Feb. 4, 2014 6 6 100%
* Became a VMC Director on June 6, 2014 only. ** Resigned as VMC Director on June 6, 2014 *** No longer a VMC Director starting on Feb. 4, 2014 ASHM ****Became a VMC Director on Feb. 4, 2014 ASHM only
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*****No longer a VMC Director on Feb. 4, 2014; elected as Director again on June 6, 2014 E. Board Committees
2) Committee Members
(a) Executive Committee – Feb. 2014‐Aug. 2014
Office Name Latest Date of Appointment
No. of Meetings Held for the
Period
No. of Meetings Attended During
Incumbency
% Total Length of Service in the Committee
Chairman Wilson T. Young Feb. 4, 2014 4 4 100% 10 years
Member (ED) Anna Rosario V. Paner Feb. 4, 2014 4 3 75% 7 years
Member (NED) Member (ID)
Alberto P. Fenix, Jr. William Y. Chua Alvin C. Yu Michael G. Tan *Jose M. Chan, Jr. Martin C. Yu *Eduardo V. Concepcion
Feb. 4, 2014 Feb. 4, 2014 Feb. 4, 2014 Feb. 4, 2014 Feb. 4, 2014 Feb. 4, 2014 July 1, 2014
4 4 4 4 4 4 4
3 2 4 2 3 4 1
75% 50% 100% 50% 75% 100% 25%
1 year 4 mos. 4 mos. 3 years 4 mos. 4 mos.
‐ • Mr. Chan resigned as VMC Director on June 6, 2014. Mr. Concepcion became a committee member on July 1, 2014
(c) Nomination Committee (Nomination, Corporate Governance and Compliance Committee) – Feb. 2014‐Aug. 2014
Office Name Latest Date
of Appointment
No. of Meetings Held for the
Period
No. of Meetings Attended During
Incumbency
% Total Length of Service in the Committee
Chairman Alberto P. Fenix, Jr.
Feb. 4, 2014 3 3 1 year
Member (ED) Anna Rosario V. Paner Feb. 4, 2014 3 2 7 yrs. Member (NED) Member (ID) Enrique T. Chua
Michael G. Tan Martin C. Yu *Brian Keith F. Hosaka *Wilson T. Young *William Y. Chua
Feb. 4, 2014 Feb. 4, 2014 Feb. 4, 2014 July 1, 2014 July 1, 2014 July 1, 2014
3 3 3 3 3 3
2 2 1 ‐ ‐ ‐
1 year 4 mos. 4 mos. 1 year
‐ ‐
• Atty. Hosaka, Messrs. Young and Chua became members of the committee on July 1, 2014
(d) HR, Compensation & Remuneration Committee (Human Resource & Remuneration Committee) – Feb. 2014‐Aug. 2014
Office Name Latest Date
of Appointment
No. of Meetings Held for the
Period
No. of Meetings Attended During Incum‐bency
%
Total Length of Service in
the Committee
Chairman William Y. Chua Feb. 4, 2014 3 3 100% 4 mos. Member (ED) Eduardo V. Concepcion Feb. 4, 2014 3 3 100% 4 mos. Member (NED)
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Member (ID) Alvin C. Yu Martin C. Yu *Wilson T. Young
Feb. 4, 2014 Feb. 4, 2014 July 1, 2014
3 3 3
3 3 1
100% 100% 33%
4 mos. 4 mos.
‐ • Mr. Young became a committee member on July 1, 2014.
(e) Others (Specify) Legal Committee (Legal & Nominations Committee) – Feb. 2014‐Aug. 2014
Provide the same information on all other committees constituted by the Board of Directors:
Office Name Latest Date of Appointment
No. of Meetings Held for the Period
No. of Meetings Attended During Incum‐bency
%
Total Length of Service in
the Committee
Chairman Anna Rosario V. Paner Feb. 4, 2014 4 4 100% 7 yrs. Member (ED) Member (NED) Member (ID) William Y. Chua
Michael G. Tan Terence D. Son Keng Po Wilson T. Young *Brian Keith F. Hosaka
Feb. 4, 2014 Feb. 4, 2014 Feb. 4, 2014 Feb. 4, 2014 July 1, 2014
4 4 4 4 4
3 1 3 4 1
75% 25% 75% 100%25%
4 mos. 4 mos. 4 mos. 9 yrs. ‐
• Atty. Hosaka became a committee member on July 1, 2014. He replaced Mr. Son Keng Po.
(f) Budget and Finance Committee (Budget Committee) – Feb. 2014‐Aug. 2014
Office Name Latest Date of Appointment
No. of Meetings Held for the
Period
No. of Meeting
s Attended During Incum‐bency
%
Length of Service in
the Committee
Chairman Alvin C. Yu Feb. 4, 2014 3 3 100% 4 mos. Member (ED) Eduardo V. Concepcion Feb. 4, 2014 3 3 100% 4 mos. Member (NED) Member (ID) Jose M. Chan, Jr.
Enrique T. Chua Terence D. Son Keng Po *Brian Keith F. Hosaka *Lucio K. Tan, Jr.
Feb. 4, 2014 Feb. 4, 2014 Feb. 4, 2014 July 1, 2014 July 1, 2014
3 3 3 3 3
1 2 3 1 1
33% 66% 100% 33% 33%
6 yrs. 3 mos. 4 mos.
‐ ‐
• Due to the resignation of Messrs. Chan, Jr. and Chua, Atty. Hosaka and Mr. Lucio K. Tan, Jr. became members of the Committee on July 1, 2014.
(g) Risk Committee (Risk & Corporate Governance Committee) – Feb. 2014‐Aug. 2014
Office Name Latest Date of Appointment
No. of Meetings Held for the
Period
No. of Meetings Attended During Incum‐bency
%
Total Length of Service in
the Committee
Risk Mgt. Chairman
Jose M. Chan, Jr. *Terence D. Son Keng Po
Feb. 4, 2014 July 1, 2014
4 4
3 1
75% 25%
3 mos. ‐
Member (ED) Eduardo V. Concepcion Feb. 4, 2014 4 3 75% 4 mos. Member (NED)
10
Member (ID) William Y. Chua Alberto P. Fenix, Jr. Wilson T. Young *Lucio K. Tan, Jr. *Anna Rosario V. Paner *Michael G. Tan
Feb. 4, 2014 Feb. 4, 2014 Feb. 4, 2014 July 1, 2014 July 1, 2014 July 1, 2014
4 4 4 4 4 4
2 3 3 1 1 1
50% 75% 75% 25% 25% 25%
4 mos. 4 mos. 1 year
‐ ‐ ‐
• Due to the resignation of Mr. Chan and committee reorganization, Mr. Son Keng Po became Chairman on July 1, 2014 and Atty. Paner, Messrs. Tan, Jr., and Tan became committee members on July 1, 2014.
3) Changes in Committee Members
Indicate any changes in committee membership that occurred during the year and the reason for the changes:
Name of Committee Name Reason
Executive Audit Nomination Remuneration Others (specify) In order to rationalize the composition of Board Committees, the following changes were implemented effective July 1, 2014: • Disclosed via SEC Form 17C dated July 1, 2014 Executive Committee Executive Committee
Previous New
Wilson T. Young – Chairman Wilson T. Young – Chairman Anna Rosario V. Paner – Member Anna Rosario V. Paner ‐ Member Alberto P. Fenix, Jr. – Member Alberto P. Fenix, Jr. ‐ Member William Y. Chua – Member William Y. Chua ‐ Member Alvin C. Yu – Member Alvin C. Yu ‐ Member Michael G. Tan – Member Michael G. Tan ‐ Member Jose M. Chan, Jr. – Member Alvin C. Yu ‐ Member Martin C. Yu – Member Martin C. Yu ‐ Member Audit Committee Audit Committee
Previous New Terence D. Son Keng Po – Chairman Alberto P. Fenix, Jr. ‐ Chairman Enrique T. Chua – Member Brian Keith F. Hosaka ‐ Member Alberto P. Fenix, Jr. – Member Lucio K. Tan, Jr. – Member Terence D. Son Keng Po – Member Martin C. Yu – Member HR, Compensation and Remuneration Committee HR, and Remuneration Committee Previous New William Y. Chua – Chairman William Y. Chua – Chairman Eduardo V. Concepcion – Member Eduardo V. Concepcion – Member Alvin C. Yu – Member Alvin C. Yu – Member Martin C. Yu – Member Martin C. Yu – Member Wilson T. Young – Member
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Legal Committee Legal & Nominations Committee
Previous New
Anna Rosario V. Paner – Chairman Anna Rosario V. Paner ‐ Chairman Terence D. Son Keng Po – Member Brian Keith F. Hosaka ‐ Member Wilson T. Young – Member Wilson T. Young ‐ Member Michael G. Tan – Member Michael G. Tan ‐ Member William Y. Chua – Member William Y. Chua ‐ Member Budget and Finance Committee Budget Committee
Previous New
Alvin C. Yu – Chairman Alvin C. Yu – Chairman Terence D. Son Keng Po – Member Terence D. Son Keng Po – Member Eduardo V. Concepcion – Member Eduardo V. Concepcion – Member Jose M. Chan, Jr. – Member Brian Keith F. Hosaka – Member Enrique T. Chua – Member Lucio K. Tan, Jr. – Member Risk Committee Risk and Corporate Governance Committee
Previous New Jose M. Chan, Jr. – Chairman Terence D. Son Keng Po – Chairman William Y. Chua – Member Alberto P. Fenix, Jr. – Member Eduardo V. Concepcion – Member Anna Rosario V. Paner – Member Alberto P. Fenix – Member Lucio K. Tan, Jr. – Member Wilson T. Young – Member Michael G. Tan ‐ Member
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