GOVERNANCE


 

Executive Committee

Members of the Executive Committee are appointed by the Board, and one of them is designated as chairman. In CHI, the committee is composed of five members with one independent director. The committee is governed by its own charter.

The committee is composed in such a way that it possesses, as a group, the necessary knowledge, skills and experience required to properly perform its duties. It is required to regularly review its composition, taking into account the company’s changing requirements.

The committee meets at such times and frequency as may be necessary, either in person or via teleconference or video conferencing. The presence of two-thirds of the members constitutes a quorum, and the majority vote of all members is necessary to carry an act or resolution.

The chairman, or his designate, reports to the Board all actions of the committee during their subsequent meeting. Although any act of the committee that is within the scope of its powers does not require approval by the Board, such acts may be subject to revision or alteration by the Board—provided that no rights or acts of third parties shall be affected.

The committee may be granted authority by the Board to act on specific matters on its behalf, except for the following:

  • those which also require shareholders’ approval;
  • filling of vacancies in the Board or in the Executive Committee;
  • amendment or repeal of by-laws, or the adoption of new by-laws;
  • amendment or repeal of any resolution by the Board, which is expressly not repealable or amendable;
  • distribution of cash dividends; and
  • exercise of powers delegated by the Board exclusively to other committees.

To view the Executive Committee Charter, please click the link below:
Executive Committee Charter

 

Audit Committee

CHI’s Audit Committee is composed of three members, all of whom are independent directors. The Chairman of the Audit Committee is not the Chairman of the Board or of any other committee.

The committee meets at least quarterly, either in person or via teleconference or video conferencing. The presence of two-thirds of the members constitutes a quorum, and the majority vote of all members is necessary to carry an act or resolution.

Governed by its charter, the Audit Committee is responsible for overseeing the senior management in establishing and maintaining an adequate, effective, 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 Audit Committee is responsible for:

1. Financial Reporting

  • Reviewing the financial statements and all related disclosures and reports certified by the Chief Finance Officer and released to the public and/or submitted to the SEC and for compliance with both the internal financial management handbook and pertinent accounting standards, including legal and regulatory requirements;
  • Reviewing the quarterly, half-year and annual financial statements before submission to the Board, focusing on changes in accounting policies and practices, major judgment areas, significant adjustments resulting from the audit, going concern assumptions, compliance with accounting standards, tax, legal, and stock exchange requirements;
  • Reviewing and approving management representation letter before submission to the independent auditor;
  • Ensuring that a transparent financial management system, supported by a Procedures and Policies Handbook that will be used by the entire organization is established, for the integrity of internal control activities throughout the corporation;
  • Elevating to international standards the accounting and auditing processes, practices and methodologies;
  • Ensuring that actions and measures in case of finding of error or fraud in the financial statements and related disclosures are in place and followed;
  • Reviewing unusual or complex transactions including all related party transactions; and
  • Communicating with legal counsel covering litigation, claims, contingencies or other significant legal issues that impact the financial statements.

2. Internal Audit

  • Reviewing and approving the Internal Audit Charter and subsequent revisions thereto for approval of the Board. The Internal Audit Charter shall be periodically reviewed to ensure alignment with the International Standards for the Professional Practice of Internal Auditing (ISPPIA);
  • Set up the Internal Audit Division, including the appointment of the Chief Audit Executive (CAE). The Committee shall establish and identify the reporting line of the CAE so that the reporting levels allow the internal audit activity to fulfill its responsibilities. The CAE shall report directly to the Committee functionally. The Committee, having appointed the CAE, shall also concur in his/her replacement, re-assignment or dismissal. The Committee shall set up the qualification criteria for internal auditors;
  • Ensuring that the Internal Auditors have free and full access to all the corporation’s records, properties and personnel relevant to and required by their function and that the Internal Audit Division shall be free from interference in determining its scope, performing its work and communicating its results;
  • Ensuring that the Internal Auditors have free and full access to all the corporation’s records, properties and personnel relevant to and required by their function and that the Internal Audit Division shall be free from interference in determining its scope, performing its work and communicating its results;
  • Reviewing reports of the Internal Auditors and regulatory agencies, where applicable, ensuring that management is taking appropriate corrective actions in a timely manner, including addressing internal control and compliance issues;
  • Reviewing the Internal Audit Division’s periodic reports and the Internal Audit Annual Report. Periodic reports shall highlight the status of projects in accordance with the audit plan approved by the Committee, as well as any unplanned projects. Such reports shall include a summary of key findings and recommendations, including the status of implementation. The Annual Report shall discuss the Internal Audit Division’s activities and performance relative to the audit plans and strategies approved by the Committee;
  • Conducting separate meetings with the CAE to discuss any matter that the Committee or the auditors may deem necessary to be discussed privately;
  • Providing inputs on the performance of the Internal Audit Division and communicating/discussing such inputs with the Chief Finance Officer (CFO) who shall then translate these into a performance appraisal applicable to the CAE and the Internal Auditors taken as a whole;
  • Instituting special investigations as necessary and, if appropriate, hiring special counsel or experts to provide the necessary assistance; and
  • Reviewing the evaluation of compliance with the Code of Conduct for management.

3. Independent Audit

  • Recommending the appointment, reappointment and removal of the Independent Auditors and the fixing of their remuneration to the Board. The Committee shall conduct an assessment of independence and professional qualifications and competence of the independent auditor and ensure that a rotation process is observed in the engagement of independent auditor;
  • Reviewing and pre-approving the Independent Auditor’s plans one (1) month before the conduct of external audit to understand the basis for their risk assessment and financial statement materiality, including the scope and frequency of the audit;
  • In this regard, the Committee shall discuss with the Independent Auditors, before the audit commences, the nature and scope of the audit, and ensure cooperation when more than one professional service firm is needed. In addition, the Committee shall review compliance of the independent auditor with auditing standards;
  • Monitoring the coordination of efforts between the independent and internal auditors;
  • Ensuring that the Independent Auditors have free and full access to all the corporation’s records, properties and personnel relevant to and required by their function;
  • Reviewing the reports of the Independent Auditors and regulatory agencies, where applicable, and ensuring that management is taking appropriate corrective actions in a timely manner, including addressing control, governance and compliance issues;
  • Conducting a separate meeting in executive session, with the Independent Auditors to discuss any matter that the Committee or Independent Auditors believe  should be discussed privately, including the results of the audit, year-end financial statements, the quality of management, financial and accounting controls; and
  • Reviewing and approving the proportion of audit versus non-audit work, both in relation to their significance to the Independent Auditor and in relation to the corporation’s yearend financial statements, and total expenditure on consultancy, to ensure that non-audit work will not be in conflict with the audit functions of the Independent Auditor. The amount of both audit and non-audit work of Independent Auditors shall be disclosed in the annual report.

To view the Audit Committee Charter, please click the link below:
Revised Audit Committee Charter- 2017

 

Corporate Governance and Nomination Committee

Governed by its charter, the Corporate Governance and Nomination Committee consists of at least three members, one of whom is an independent director. The Board designates the chairman, who is an independent director. The committee meets at least twice a year, either in person or via teleconference or video teleconferencing. Two thirds of the members shall constitute a quorum and majority vote of all it’s members is necessary to carry an act or resolution.

The committee is governed by its own charter and is required to regularly review its composition, taking into account the company’s changing requirements.

This committee has the following powers, duties and responsibilities:

  • Oversee the implementation and periodical review of the Corporate Governance framework;
  • Oversee the periodic performance evaluation of the Board and its committees and the executive management;
  • Ensure that the results of the Board evaluation are shared and discussed, and address identified areas for improvement;
  • Recommend continuing education/training programs for directors, assignment of tasks, and succession planning for board members and senior officers;
  • Adopt corporate governance policies and ensure that these are reviewed and updated regularly, and consistently implemented;
  • Propose and plan relevant trainings for members of the Board;
  • Determine the nomination and election process for the corporation’s directors and has the special duty of defining the general profile of board members that the corporation may need and ensuring appropriate knowledge, competencies, and expertise that complement the existing skills of the Board;
  • Establish a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers consistent with the corporation’s culture and strategy and the business environment where it operates;
  • Establish and maintain a process to ensure that all candidates/nominees to be nominated for election as directors at the Annual Stockholders’ Meeting are qualified in accordance with the By-laws, Manual of Corporate Governance and relevant laws, rules and regulations, and possess none of the disqualifications stated in the Corporation’s Revised Code of Corporate Governance;
  • Encourage the selection of a mix of competent directors, each of whom can add value and contribute independent judgment to the formulation of sound corporate strategies and policies. In the selection of candidates, the objectives set by the Board regarding its composition are to be seriously considered, as well as the required knowledge, abilities and experience needed to successfully manage the Corporation. Careful attention must be given to ensure that there is independence and diversity, and appropriate representation of women in the Board, subject to the possession of the knowledge, abilities and experience determined by the Board as necessary for the Board to properly perform its functions;
  • Review and evaluate the qualifications of persons nominated to positions in the corporation which require appointment by the Board, and provide guidance and advice as necessary for the appointments of persons nominated to other positions.
  • Review and disclose succession plans for members of the Board, and officers for the position of Group Directors to the President/CEO; and
  • Provide assessment on the Board’s effectiveness in directing the process of renewing and replacing Board members and in appointing officers or advisors and develop, update as necessary and recommend to the Board policies for considering nominees for directors, officers or advisors.

Process and Criteria for Nominations to the Board

The Corporate Governance and Nomination Committee ensures adherence to pertinent rules and regulations in evaluating the qualifications of nominees for the following positions:

  • Board of Directors
  • President and Chief Executive Officer
  • Chief Finance Officer or Treasurer
  • Group Directors or Vice President
  • Corporate Secretary
  • Assistant Corporate Secretary
  • Other executive officers of the company whose appointments require the Board’s approval

Nomination Process for All Directors

Process Adopted

The Corporate Governance and Nomination Committee develops and maintains a process that ensures all directors nominated for election at the annual stockholders’ meetings have all the qualifications (and none of the disqualifications) to become directors as required by all applicable rules.

After passing this process, directors are then elected by company stockholders who are entitled to vote. Such shareholders also have the right to elect, remove, and replace directors, and vote on certain corporate acts in accordance with the Corporation Code.

Cumulative voting shall be used in the election of directors. Directors may be removed with or without cause, but directors shall not be removed without cause if it will deny minority shareholder representation in the Board. The removal of directors, moreover, requires an affirmative vote of two-thirds of the outstanding capital of the corporation.

Criteria

To qualify for nomination, a director must own at least one share of capital stock and be a college graduate or have sufficient understanding of the fundamentals of, or extensive experience in, managing a business. Candidates for directorial posts must also possess relevant qualifications, such as previous business experience, membership in good standing in relevant industries, and membership in business or professional organizations. They must also possess integrity and diligence.


To view the Nomination Committee Charter, please click the link below:
Revised Corporate Governance Nomination Committee Charter- 2017

 

Personnel and Compensation Committee

The Compensation Committee is composed of at least three members, one of whom is an independent director. The Board designates the chairman, who is an independent director.

The committee meets at least twice a year, or as often as necessary, either in person or via teleconference or video conference. The presence of two-thirds of the members constitutes a quorum, and the majority vote of all members is necessary to carry an act or resolution.

Governed by its own charter, the committee has the following powers, duties and responsibilities:

  • Designate remuneration packages for corporate executives, officers and directors, and provide oversight over remuneration of senior management and other key personnel, ensuring consistency with the corporate culture, long term interests of the corporate leadership, business competitiveness, and a fair and transparent performance evaluation process;
  • Establish a transparent procedure for developing a policy on remuneration packages and provide for the full disclosure of the executive officers’ compensation whenever necessary;
  • Enforce full business interest disclosure as a pre-employment requirement for all officers; and
  • Review and recommend changes to the Human Resources Development or Personnel Handbook whenever necessary.

No member of the committee is allowed to set their own compensation except for uniform compensation to all directors as members of the Board.

To view the Compensation  Committee Charter, please click the link below:
Personnel and Compensation Committee Charter

 

Risk Oversight Committee

The Board established a separate board-level Risk Oversight Committee on its April 24, 2015 meeting to provide assistance in fulfilling the Board’s oversight responsibilities in relation with risk governance.

The committee is composed of three members, and all are independent directors. Its chairman is an independent director, and each member possesses an adequate understanding of the management, assessment and mitigation of risks to which the company is exposed to. The Chairman of the Risk Oversight Committee is not the Chairman of the Board or of any other committee.

Governed by its charter, the committee meets at least quarterly, or as often as necessary, either in person or via teleconference or video conferencing. The presence of two-thirds of the members constitutes a quorum. The committee conducted separate executive sessions with the Chief Risk Officer (CRO), Chief Finance Officer (CFO), Chief Audit Executive (CAE), or other members of the management team or external auditors as may be necessary.

Renamed to Risk Oversight Committee and with an updated charter in 2017, the following constitute its authority, roles and responsibilities:

  • Develop a formal enterprise risk management plan which contains:
    • Common language or register 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.
  • Oversee the implementation of the enterprise risk management plan through a Management Risk Oversight Committee;
  • Review the adequacy of the corporation’s risk management framework to ensure that an overall set of risk management policies and procedures exist for the corporation, and oversee its implementation through the Risk Management Group.
  • Evaluate the risk management plan to ensure its continued relevance, comprehensiveness, and effectiveness. The Board Risk Oversight Committee revisits defined risk management strategies, looks for emerging or changing material exposures, and stays abreast of significant developments that seriously impact the livelihood of harm or loss;
  • Advise the Board on its risk appetite levels and risk tolerance limits;
  • Review at least annually the corporation’s risk appetite levels and risk tolerance limits based on changes and developments in the business, regulatory framework, external economic and business environment, and other major events considered to have major impacts on the corporation;
  • Conduct discussions on the corporation’s prioritized and residual risk exposures, including their impact or potential impact on the corporation and its subsidiaries, and how they are addressing and managing these risks;
  • Assess the probability of each identified risk becoming a reality and estimate its possible significant financial impact and likelihood of occurrence;
  • Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risk exposures of the Corporation and evaluate the effectiveness of the risk mitigation strategies and action plans, with the assistance of the internal auditors. This includes ensuring that the corporation maintains a framework for fraud prevention and detection (i.e. Whistleblower Program) and plans for business continuity (i.e. Business Continuity Plan);
  • Meet periodically with management to discuss the Committee’s observations on and evaluation of its risk management activities, and
  • Report to the Board on a regular basis, or as deemed necessary, the corporation’s material risk exposures, the actions taken to reduce the risks, and recommend further action or plans, as necessary.

This policy notwithstanding, management remains primarily responsible for the development, implementation and reporting the results of the entire risk management framework.

To view the Risk Committee Charter, please click the link below:
Revised Risk Oversight Committee Charter- 2017

 

Related Party Transactions Review Committee

CHI’s Related Party Transactions Review Committee was created in 2017 to provide assistance to the Board in its oversight responsibility, related to the following:

  • Review of all Related Party Transactions (RPTs), except those already approved as detailed in CHI’s current RPT Policy;
  • Formulation, revision, and approval of policies on RPTs;
  • Conduct of any investigation, required to fulfill the Board’s responsibilities on RPTs.

The committee is chaired by an independent director, and is made up of three members, all of whom are independent. It meets as often as necessary, whether in person or through electronic channels. The presence of two-thirds of the members during a meeting constitutes a quorum.

To fulfill these responsibilities, the Committee shall communicate openly and freely with CHI’s management and compliance team.

The committee has the power to investigate any matter brought to its attention, with full access to all records, books of accounts, facilities, and personnel of CHI. It may seek outside counsel or expert opinion in the conduct of such investigations.

The committee is governed by a charter, which sets out all policies, responsibilities, and authority of the committee. This charter is reviewed by the committee annually, with any changes or revisions subject to the Board’s approval.

The Committee is responsible for:

  • Constantly evaluating existing relations between and among businesses and counterparties to guarantee that all related parties are identified;
  • Evaluate material agreements of any kind with a related party and determine any potential reputational risks that may arise as a result of, or in connection with, the transactions;
  • Assist the Board in determining whether to approve, ratify, disapprove or reject an RPT;
  • Evaluate whether an RPT entered into is on terms no less favorable to the company than terms generally available to an affiliated third party under the same or similar circumstances; and review all information provided by management, including all relevant facts and circumstances;
  • Review results of the appraisal, valuation method, and alternative approaches for transactions involving the sale of CHI’s assets;
  • Endorse significant or material RPTs to the Board for approval;
  • Oversee the implementation of the system for identifying, monitoring, measuring, controlling and reporting RPTs by management, including periodic review of the corporation’s RPT policy and procedures; and
  • Annually review the committee’s own performance.

The Committee is governed by its Charter.
Related Party Transactions Review Committee Charter 2017

 

Sustainability Committee

With the support of the Sustainability Technical Working Group (STWG) headed by the Sustainability Manager, the Sustainability Committee provides assistance to the Board of Directors in the areas of economic performance, environmental stewardship, and corporate social responsibility.

This committee oversees the establishment of goals, strategies, and the integration of sustainability initiatives into daily business activities across the company’s operations. It is tasked to evaluate the following:

  • initiatives and recommendations of the company’s STWG;
  • stakeholder engagement processes and external partnerships;
  • new and innovative technologies applied in the company’s new projects and managed properties;
  • communication of strategies relating to sustainability goals, targets and initiatives; and
  • annual sustainability performance of the Sustainability Committee, Sustainability Council, and the STWG.

This committee oversees the establishment of goals, strategies, and the integration of sustainability initiatives into daily business activities across the company’s operations.

To view the Sustainability Committee Charter, please click the link below:

Sustainability Committee Charter