The Company has five board committees established to assist the Board of Directors in its oversight responsibility over the Aboitiz Group:

 

 

BOARD SUSTAINABILITY, GOVERNANCE, AND RELATED PARTY TRANSACTIONS COMMITTEE

 

On February 29, 2024, after evaluation and consultation with the management and independent directors, the Board of Directors approved the proposal to merge the Environmental, Social and Corporate Governance (ESCG) Committee and the Related Party Transactions (RPT) Committee into one committee, renamed into the Sustainability, Governance, and Related Party Transactions (SGRPT) Committee.

 

The expanded functions of the SGRPT Committee are laid out in the new SGRPT Committee Charter, available here. To ensure that all related party transactions are held on an arm’s length basis and within market rates, the SGRPT Committee Charter specifically requires that for matters involving the review, approval and monitoring of RPTs, only the attendance of the committee members who are Independent Directors shall be assessed for quorum, and only their votes shall be required and counted.

 

Below are the members of the Board Sustainability, Governance, and Related Party Transactions for 2024-2025:

 

Joanne de Asis

Chairman (Independent Director)

Cesar G. Romero

Independent Director

Enrique M. Aboitiz

Director (Non-Executive)

Sabin M. Aboitiz

Director (Executive)

Peter D. Maquera

Independent Director

Connie G. Chu

Ex-officio member

 

 

Board Audit Committee

 

The Company has a well-entrenched internal audit group, the Group Internal Audit, which is overseen by the Board through the Board Audit Committee. The Board Audit Committee represents the Board in its oversight responsibility over all audit-related matters of the Aboitiz Group. The Committee oversees the optimization of effective financial management, and compliance with regulatory reporting requirements for all business units.

 

The Audit Committee is composed of all three independent directors (including the Committee Chairman) and two non-executive directors. The Chief Financial Officer and Group Internal Audit Head, who performs the functions of a Chief Audit Executive, are regular attendees and resource persons at committee meetings.

 

The functions of the Board Audit Committee are laid down in the Board Audit Committee Charter. Please click here to view the Company’s Internal Audit Charter.

 

Below are the members of the Board Audit Committee for 2024-2025:

 

Cesar G. Romero

Chairman (Independent Director)

Joanne de Asis

Independent Director

Erramon I. Aboitiz

Director (Non-Executive)

Ana Maria Aboitiz – Delgado

Director (Non-Executive)

Peter D. Maquera

Independent Director

 

Board Risk and Reputation Management Committee

 

The primary purpose of the Board Risk and Reputation Management Committee is to assist the Board, and to some extent the Board Audit Committee, in fulfilling the corporate governance responsibilities relating to risk management and brand reputation. The Committee also assists in defining the Company’s risk appetite and oversees the risk profile and performance against the defined risk appetite. It is also responsible for overseeing the identification, measurement, monitoring and controlling of the Company’s principal business risks.

 

The functions of the Board Risk and Reputation Management Committee are laid down in the Board Risk and Reputation Management Committee Charter.

 

The Board Risk and Reputation Management Committee is composed of all the three Independent Directors, one Executive Director, and one Non-Executive Director who also acted as the Chairman of the Committee. The Chairman of the Risk and Reputation Management Committee of AEV is not the Chairman of the Board or any other Board Committees.

 

Below are the members of the Board Risk and Reputation Management Committee for 2024-2025:

 

Erramon I. Aboitiz

Director (Chairman)

Sabin M. Aboitiz

Director (Executive)

Joanne de Asis

Independent Director

Cesar G. Romero

Independent Director

Peter D. Maquera

Independent Director

Jose Emmanuel U. Hilado

Ex-officio Member

Samel A. Aboitiz

Ex-officio member

 

 

Board Cyber & Information Security Committee

 

The Board Cyber and Information Security Committee assists the Board in providing the strategic direction, ensure the establishment of the company’s system of governance (processes, policies, controls and management) on all matters relating to information security and cybersecurity. The Committee is composed of two Independent Directors and two Non-Executive Directors, including its Chairman.

 

 For a full discussion on the purpose, structure, and duties & responsibilities of the Committee, click here for a copy of the Board Cyber & Information Security Committee Charter.

 

Below are the members of the Board Cyber & Information Security Committee for 2024-2025:

 

JUSTO A. ORTIZ

Chairman (Non-Executive)

Joanne de Asis

Independent Director

Enrique M. Aboitiz

Director (Non-Executive)

Peter D. Maquera

Independent Director

Jose Emmanuel U. Hilado

Ex-Officio Member

Charmaine R.A. Valmonte

Ex-Officio Member

 

Executive Committee

 

The Executive Committee assists the Board in overseeing the Company’s day-to-day operations of the Company. The Committee ensures agility in the management of the Company and in strategic decision-making, and compliance with the Company’s governance policies, during the intervening period between Board meetings. Due to the monthly Board meetings in 2023, no Executive Committee meetings were held.

 

For a full discussion on the purpose, structure, and duties & responsibilities of the Committee, click here for a copy of the Executive Committee Charter.

 

Below are the members of the Executive Committee for 2024-2025:

 

Erramon I. Aboitiz

Member (Non-Executive)

Mikel A. Aboitiz

Director (Non-Executive)

Enrique M. Aboitiz

Director (Non-Executive)

Justo A. Ortiz

Director (Non-Executive)

Jose Emmanuel U. Hilado

Ex-Officio Member

Christopher P. Beshouri

Ex-Officio Member