Board Committees

Composition: At least three (3) members of the Board, two (2) of whom shall be independent directors, including the chairman.

The primary purposes of the Corporate Governance Committee are to:

  • Oversee the development and implementation of corporate governance principles and policies;
  • Review and evaluate the quailfications of the persons nominated to the Board as well as those nominated for election to other positions requiring appointment by the Board;
  • Identify persons believed to be qualified to become members of the Board and/or the Board Committees;
  • Assist the Board in developing and implementing the Board's performance evaluation process and rating system that constitute a powerful and valuable feedback mechanism to improve board effectiveness, maximize strengths and highlight areas for further development;
  • Provide guidance to and assist the Board in developing a compensation philosophy or policy consistent with the culture, strategy and control environment of the Company;
  • Assist the Board in the performance evaluation of and succession planning for Officers including the CEO and in overseeing the development and implementation of professional development programs for Officers

The 2015 Corporate Governance Committee Charter contains the following provisions in accordance with the ASEAN Corporate Governance Scorecard:

  • The nomination process includes identifying quality of directors aligned with the company's strategic directions; and
  • The Committee has the authority to engage professional search firms or other external sources of candidates when searing for candidates to the Board.