NOMINATIONS AND ELECTIONS COMMITTEE

The Nominations and Elections Committee ("NOMELEC") is an independent committee whose creation has been mandated by the PSE Manual on Corporate Governance and the Securities Regulation Code ("SRC"). In accordance with the SRC, NOMELEC has at least three (3) members, one of whom must be an independent director. Over and above the minimum requirements of the SRC, the Board of Directors has decided to appoint two (2) independent directors to the present NOMELEC. The NOMELEC is tasked with formulating, screening, evaluating and studying qualifications of directors, as well as those recommended to other positions requiring appointment by the Board of Directors. It is likewise tasked with completing the list of directors for nominations in accordance with the SRC as well as finalizing such rules and regulations it may formulate within its jurisdiction for approval by the Board.

COMPENSATION AND REMUNERATION COMMITTEE

The Compensation and Remuneration Committee is another committee whose existence has been mandated by the PSE Manual on Corporate Governance. It is composed of at least three (3) members, one of whom must be an independent director. The Committee is primarily tasked with studying, setting, and reviewing the compensation structure of the entire PSE organization, including the Board of Directors. Its duties and responsibilities include developing formal company policy with regard to executive and directors' remuneration as well as providing clear and accurate disclosures regarding the compensation of the PSE's executive officers in the PSE's annual reports and information and proxy statements.

AUDIT COMMITTEE

The Audit Committee is the third and last of the committees created by virtue of the PSE Manual on Corporate Governance. It is composed of at least three (3) members, one of whom must be a non-broker director, and at least one member must possess related audit experience. Each member is required to have sufficient understanding of the PSE's financial management systems and environment to properly carry out their functions. The Audit Committee has many duties and responsibilities, the most crucial of which include the following:

• To check all financial records of the PSE and see to it that these records comply with both the internal financial management handbook and pertinent accounting standards;
• To perform oversight financial management in the areas of managing credit, market, liquidity, operational, legal and other risks of the PSE
• To exercise crisis management;
• To perform oversight and direct interface functions with internal and external auditors;
• To develop a transparent financial management system and ensure the integrity of internal control activities throughout the PSE; and
• To perform oversight of the PSE's compliance program.

 top of page