To aid in ensuring compliance with the principles of good corporate governance, the Board shall constitute an Audit and Risk Committee, a Governance, Nomination and Election Committee, and a Remuneration and Compensation Committee. The Board may establish other specialized Committees with specific responsibilities as it may deem appropriate or necessary to assist in the development and implementation of systems and practices that would promote good corporate governance. Depending on foreseen governance requirements and circumstances, the Board may disband a current committee.
The Board shall appoint the members and chairman (from among the members) of each Board Committee following the annual meeting of stockholders at which the Directors are elected. In case of any vacancy in the Committee, the Board shall appoint a replacement who will fill up the vacancy at any meeting of the Board.
Each Board Committee shall have a Charter which shall define and govern, among other matters, its purposes, composition, membership qualifications and disqualifications, duties and responsibilities, conduct of meetings, and procedures for escalation to the Board of decisions of such Board Committees. The respective Charters of the Board Committee shall be approved by the Board and shall not be amended, altered, or varied unless the Board shall have approved such amendments, alteration or variation.
The Board of Directors may act by majority vote of its members, in the course of the normal business or businesses of the Company, on such matters within the competence of the Board, except with respect to:
Executive Committee Members
» Download: Audit and Risk Committee Charter (PDF)
The Audit Committee shall have the following functions:
Audit and Risk Committee Members
The Nomination Committee shall be responsible for ensuring that the selection of new members of the Board is transparent with the end objective of having the Board increase shareholder value. For this purpose, the Nomination Committee shall:
Nomination Committee Members
The Remuneration and Compensation Committee recommends for Board approval a formal and transparent policy and system of remuneration and evaluation of the Directors and Management Officers. For this purpose, the Committee shall:
Remuneration Committee Members