Board Committees and Charter

Audit Committee

The Audit Committee assists the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations, including supervising the formulation of rules and procedures on financial reporting and internal control ensuring that the extent of Management’s responsibility in the preparation of financial statements vis-à-vis the responsibility of the external auditor is clearly stated, and that an effective system of internal control is maintained that will ensure the integrity of the financial reports and protection of the assets of the Corporation for the benefit of all its stockholders and other stakeholders.

It also checks all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements. It also performs oversight financial management functions specifically in the areas of managing credit, market, liquidity, operational, legal, and other risks of PCPPI, and crisis management. The committee also pre-approves all audit plans, scope, and frequency before the conduct of anexternal audit. Direct interface functions with the internal and external auditors shall also be performed by the committee as well as reviewing their submitted results.

The committee shall also review and approve all financial statements prior to the submission of the same to the Board for approval. The report shall focus on changes in accounting policies and practices, major judgmental areas, significant adjustments resulting from the audit, going concern assumptions, compliance with accounting standards, and compliance with tax, legal, and regulatory requirements.

The Audit Committee shall also endeavor to elevate to international standards the accounting and auditing processes, practices, and methodologies in accordance with applicable laws and regulations. It shall also develop a transparent financial management system that will ensure the integrity of internal control activities throughout PCPPI through a step-by-step procedures and policies handbook that will be used by the entire company. The committee shall also evaluate and determine the non-audit work of the external auditor along with a periodical review of the non-audit fees paid to the external auditor in relation to their significance to the total annual income of the external auditor and to PCPPI’s overall consultancy expenses.

The Audit Committee will disallow any non-audit work that will conflict with its duties as an external auditor or may pose a threat to its independence. The non-audit work, if allowed, shall be disclosed in PCPPI’s annual report.

Audit Committee

Rafael M. Alunan III (Independent Director)
Oscar S. Reyes (Independent Director)
Yongsang You (Director) 
Samir Moussa (Director)

Nomination and Governance Committee

The Nomination Committee shall screen and shortlist all candidates nominated to become a member of the board in accordance with the qualifications provided for in the Articles of Incorporation, By-Laws, Manual, applicable laws, regulations and resolutions, and rules passed or adopted by it. The shareholders and the board may disqualify nominees who, in the committee’s judgment, represent an interest adverse to or in conflict with those of PCPPI.

The committee shall also advise the board and shareholders whether the directors continue to be qualified from continuing as members. It shall also redefine the role, duties and responsibilities of the CEO or other members of senior management by integrating the dynamic requirements of the business in consultation with the executive committee.

Nomination and Governance Committee

Oscar S. Reyes (Independent Director)
Yongsang You (Director)
Jay Buckley (Director)

Compensation and Remuneration Committee

This committee shall establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the packages of corporate officers and directors. It will provide oversight over the remuneration of senior management and other key personnel ensuring that compensation is consistent with PCPPI’s culture, strategy, and business environment. It shall also designate the amount of remuneration which shall be in a sufficient level to attract and retain senior management and directors who are needed to run PCPPI successfully. A portion of the remuneration of executive directors may be structured or be based on corporate and individual performance.

The committee will also develop a Full Business Interest Disclosure Form as part of the pre-employment requirements of all incoming officers, which will compel all officers to declare all their existing business interests or shareholdings that may conflict in their performance of duties once hired.

This committee shall also disallow any director to decide his or her own remuneration. It will also provide information and proxy statements a clear, concise, and understandable disclosure of all fixed and variable compensation that may be paid to directors and top four (4) management officers for the previous fiscal year of PCPPI to the extent required by law or regulation. It will also review or cause the development of the existing Human Resources Development or Personnel Handbook, strengthen the provisions on conflict of interest, salaries, benefits policies, promotion, and career advancement directives as well as the compliance of personnel concerned with all the statutory requirements that must be periodically met in their respective posts.

Compensation and Remuneration Committee

Rafael M. Alunan (Independent Director)

Oscar S. Reyes (Independent Director)

Yongsang You (Director)

Parinya Kitjatanapan  (Director)

PCPPI - Board Charter (2019)
PCPPI - Audit Committee Charter (2019)
PCPPI - Nomination and Governance Committee Charter (2019)
PCPPI - Compensation and Remuneration Committee Charter (2019)
Corporate Social Responsibility

The Company’s 2020 Corporate Governance Manual sets out the duty of the Board on Corporate Social Responsibility which is to adopt a globally-recognized standard or framework and  a clear policy on the disclosure of non-financial information and reporting sustainability and non-financial issues, with emphasis on the management of economic, environmental, social and governance (EESG) issues of its business, which underpin sustainability. 

Enterprise Risk Management

The Audit Committee Charter provides for the Audit Committee’s role with respect to Enterprise Risk Management. It shall assist with the Board oversight capability over the Company’s Enterprise Risk Management responsibilities to ensure its functionality and effectiveness.

In the exercise of its oversight responsibility for the risk management process of the Company, the Committee has the following duties and functions as set forth in the Audit Committee Charter:

(a) Develop a formal Enterprise Risk Management plan which contains the following elements: (i) common language or register of risks, (ii) well-defined risk management goals, objectives, and oversight, (iii) uniform processes of assessing risks and developing strategies to manage prioritized risks, (iv) designing and implementing risk management strategies, and (v) continuing assessments to improve risk strategies, processes, and measures;

(b) Oversee the implementation of the Enterprise Risk Management plan. The Committee shall conduct regular discussions on the Company’s prioritized and residual risk exposures based on regular risk management reports and shall assess how concerned units or offices are addressing and managing these risks;

(c) Evaluate the risk management plan to ensure its continued relevance, comprehensiveness, and effectiveness; The Committee shall revisit defined risk management strategies, look for emerging or changing material exposures, and stay abreast of significant developments that seriously impact the likelihood of harm or loss;

(d) Advise the Board on its risk appetite levels and risk tolerance limits;

(e) Review at least annually the Company’s risk appetite levels and risk tolerance limits based on changes and developments in the business, the regulatory framework, the external economic and business environment, and events or occurrences that are considered to have a major impact on the Company;

(f) Assess the probability of each identified risk becoming a reality and estimate its possible significant financial impact and likelihood of occurrence. Priority areas of concern are those risks that are most likely to occur and to impact the performance and stability of the Company and its Stakeholders;

(g) Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal, and other risk exposures of the Company. This includes regularly receiving information on risk exposures and risk management activities from Management; and

(h) Report to the Board on a regular basis, or as deemed necessary, the Company’s material risk exposures, the actions taken to reduce the risks, and recommend further actions or plans, as necessary.