Our Executive Committee, according to the authority granted by the Board or during the absence of the Board, shall act on specific matters within the competence of the Board as may from time to time be delegated to the Executive Committee under our Company’s By-Laws, except with respect to the following:
- Approval of any action for which shareholders’ approval is also required;
- Filling of vacancies on the Board or the Executive Committee;
- Amendment or repeal of By-Laws or the adoption of new By-laws;
- Amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
- Distribution of cash dividends; and
- Exercise of powers delegated by the Board exclusively to other committees, if any.
Our Executive Committee shall be composed of at least four (4) members but not more than five (5) members, one-third of whom shall be independent directors. The Board shall designate one of such members as Chairman of the Committee and majority of the members shall be Directors of the Board.
Audit and Risk Oversight Committee
The Audit Committee is responsible for overseeing our Company’s senior management in establishing and maintaining an adequate, effective, and efficient internal control framework. It ensures that systems and processes are designed to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of operations, and safeguarding of assets.
The Risk Oversight Committee shall assist the Board in its fiduciary responsibilities by providing an independent and objective assurance to its management and shareholders of the continuous improvement of its risk management systems, business operations and the proper safeguarding and use of its resources and assets.
The Risk Oversight Committee provides a general evaluation of and assistance in the overall improvement of its risk management, control and governance processes. The Risk Oversight Committee shall, among other things, develop a formal enterprise risk management plan which contains the following information:
- Registry of risks,
- Well-defined risk management goals, objectives and oversight,
- Uniform processes of assessing risks and developing strategies to manage prioritized risks,
- Designing and implementing risk management strategies, and
- Continuing assessments to improve risk strategies, processes and measures.
The Risk Oversight Committee is composed of three members, a majority of whom shall be independent Directors. An independent Director shall chair the Risk Oversight Committee.
Related Party Transactions Review and Compliance Committee
The Related Party Transactions Review Committee shall consist of three (3) Directors, entirely non-executive, all of whom shall be independent Directors.
The Related Party Transactions Review Committee shall evaluate, on an ongoing basis, existing relations between and among businesses and counterparties to ensure that all related parties are continuously identified and monitored, and that subsequent changes in relationships with counterparties (from non-related to related, and vice-versa) are captured.
The Related Party Transactions Review Committee ensures that appropriate disclosure is made, and/or information is provided to regulating and supervising authorities relating to the company’s related party transaction exposures, and policies on conflicts of interest or potential conflicts of interest.
The Related Party Transactions Review Committee shall report to the Board on a regular basis, the status and aggregate exposures to each related party, as well as the total amount of exposures to all related parties.
Nomination, Compensation and Personnel Committee
Our Nomination Compensation and Personnel Committee is responsible for objectively recommending a formal and transparent framework of remuneration and evaluation for the members of the Board and our key executives to enable them to run our Company successfully.
The Personnel and Compensation Committee must comprise at least three (3) members, all of whom must be independent Directors. The Personnel and Compensation Committee reports directly to the Board. No member of the Personnel and Compensation Committee will act to fix his or her own compensation except for uniform compensation to Directors for their services as a Director.
The Environmental, Social and Governance (ESG) Committee
The ESG Committee shall regularly review its composition, taking into consideration the progressing standard of our Company, and best practices in sustainable development. The ESG Committee provides oversight, and identifies and assesses significant social, ethical, and environmental interdependencies that might impact on the long-term business objective of the Company to be recognized as a responsible and sustainable corporation in the property sector.
The ESGC shall have three (3) members, composed of three (3) Directors, who shall be appointed by the Board on an annual basis.