Governance Support
In accordance with the ICTSI Manual on Corporate Governance, the Board of Directors has established Board Committees to respectively focus on specific functions of the Board. This shall lend support for the effective and optimal performance by the Board, particularly, in the areas of audit, risk management, related party transactions and other key corporate governance concerns.
Each Board Committee has adopted a Committee Charter which lays down the committee purpose, composition, functions, and processes.
- Audit Committee
-
Chairman
Carlos C. Ejercito (Independent Director)
Members
Cesar A. Buenaventura (Independent Director)
Stephen A. Paradies
The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities to the stockholders relating to the Company’s financial statements and financial reporting process, governance, risk management and internal control systems, the internal and external audit process, and the Company’s process for monitoring compliance with contracts, laws and regulations and the ICTSI Code of Business Conduct.
The Audit Committee is composed of Non-Executive Directors, majority of whom are Independent Directors, who maintains independence from Management and the controlling stockholders. It is required to meet at least four times in a calendar year.
- Corporate Governance Committee
-
Chairman
Chief Justice Diosdado M. Peralta (ret.) (Independent Director)
Members
Carlos C. Ejercito (Independent Director)
Cesar A. Buenaventura (Independent Director)
The Corporate Governance Committee is responsible in ensuring that ICTSI is in compliance with corporate governance principles and practices.
The corporate governance framework is periodically reviewed by the Corporate Governance Committee to ensure that the framework remains appropriate in light of material changes to the Company’s size, complexity and business strategy, as well as its business and regulatory environments. In measuring compliance with corporate governance, the Committee recommends and plans relevant continuing education and training programs for the members of the Board of Directors.
The Committee composed of three Independent Directors who meet at least twice a year to oversee the implementation of the corporate governance framework.
- Nomination Sub-Committee
-
Chairman
Jose C. Ibazeta
Members
Stephen A. Paradies
Carlos C. Ejercito (Independent Director)
The Nomination Sub-Committee is responsible in reviewing and evaluating the qualifications of all persons nominated to Board of Directors. It determines the nomination and election process and has the special duty of defining the general profile of members of the Board that the Company may need. Through this, the Nomination Sub-Committee ensures that appropriate knowledge, competencies and expertise complements the existing skills of the Board.
The Nomination Sub-Committee is composed of two Non-Executive Directors and one Independent Director who meet periodically to assess the Board and its Committees, as well as executive management of the Company.
- Remuneration Sub-Committee
-
Chairman
Andres Soriano III
Members
Stephen A. Paradies
Carlos C. Ejercito (Independent Director)
The Remuneration Sub-Committee was organized to establish a formal and transparent procedure for developing a policy on remuneration of the Directors and Senior Officers to ensure that their compensation is consistent with the Company’s culture, strategy and the business environment in which it operates.
The Committee is composed of two Non-Executive Directors and one Independent Director who meet periodically to ensure that the remuneration levels is competitively set to attract and retain the most qualified and experienced Directors and executives.
- Environmental, Social and Governance Sub-Committee
-
Chairman
Chief Justice Diosdado M. Peralta (ret.) (Independent Director)
Members
Stephen A. Paradies
Cesar A. Buenaventura (Independent Director)
In line with its Purpose "to make ports around the world a driver for positive and sustainable growth," the Company recently established its Environment, Social and Governance (ESG) Sub-Committee under the Corporate Governance Committee. The ESG Sub-Committee is responsible for formulating policies and implementing programs which aim to develop and operate efficient and sustainable port facilities and deliver the highest possible benefits to Company's customers, partners, people, shareholders, and to the communities it serves.
The ESG Sub-Committee is composed of two Independent Directors and one Non-executive Director who meet periodically to review the Company's ESG policies, targets and achievements towards its commitment to sustainability.
- Board Risk Oversight Committee Charter
-
Chairman
Stephen A. Paradies
Members
Carlos C. Ejercito (Independent Director)
Cesar A. Buenaventura (Independent Director)
Chief Justice Diosdado M. Peralta (ret.) (Independent Director)
The Board Risk Oversight Committee is responsible for the oversight of ICTSI's risk management framework, including key strategic and operational risks, as well as the adequacy and effectiveness of its risk management system.
Risk appetite levels and risk tolerance limits are annually reviewed by the Committee based on changes and development in the business, regulatory framework, external economic and business environment and when major events occur that are considered to have major impact on ICTSI. The Committee also provides oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risk exposures of the Company.
The Committee is composed of three Independent Directors and one Non-Executive Directors who meet periodically to discuss the Company’s prioritized and residual risk exposures based on regular management reports and assess how the concerned units or officers are addressing and managing risks.
- Related Party Transaction Committee
-
Chairman
Cesar A. Buenaventura (Independent Director)
Members
Carlos C. Ejercito (Independent Director)
Chief Justice Diosdado M. Peralta (ret.) (Independent Director)
The Related Party Transaction Committee is responsible in reviewing the integrity and transparency of related party transactions between and among ICTSI and its joint ventures, subsidiaries, associates, affiliates, major stockholders, officers and directors including their spouses, children and dependent siblings and parents, and interlocking director relationships by members of the Board. This is geared toward the protection of the interest of the Company.\
The Committee is also responsible for ensuring that appropriate disclosure is made, and/or information is provided to regulating and supervising authorities relating to the Company’s related party transactions exposures, and policies on conflicts of interest or potential conflicts of interest. Such transactions with related parties, including write-off of exposures, are subject to a periodic independent review or audit process.
The Committee is composed of three Independent Directors who meet periodically to ensure that related party transactions are not undertaken on more favorable economic terms to such related parties than similar transactions with non-related parties of the Company, and to determine any potential reputational risk issues that may arise as a result of or in connection with the transactions.
