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Board Committees

Audit Committee

The Audit Committee shall have the following functions:

1. Assist the Board in the performance of its oversight responsibility for the financial reporting process, system of internal controls, audit process and monitoring of compliance with applicable laws, rules and regulations.

2. Provide oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risks of the Company. This function may include regular receipt from Management of information on risk exposures and risk management activities.

3. Perform oversight functions over the Company’s Internal and External Auditors. It should ensure that the Internal and External Auditors are given reasonable access to all material records, properties and personnel to enable them to perform their respective audit functions.

4. Review the Annual Internal Audit Plan to ensure its conformity with the objectives of the Company. The Plan shall include the audit scope, resources and budget necessary to implement it.

5. Prior to the commencement of the audit, discuss with the External Auditor the nature, scope and expenses of the audit, and ensure proper coordination if more than one audit firm is involved in the activity to secure proper coverage and minimize duplication of efforts.

6. Ensure the establishment of an Internal Audit Department and the appointment of a Corporate Auditor and the terms and conditions of its engagement and removal.

7. Monitor and evaluate the adequacy and effectiveness of the Company’s internal control system, including financial reporting control and information technology security.

8. Review the reports submitted by the Internal and External Auditors.

9. Review the quarterly, half-year and annual financial statements before their submission to the Board, with particular focus on the following:

any change/s in accounting policies and practices;

major judgmental areas;

significant adjustments resulting from the audit;

going concern assumptions;

compliance with accounting standards; and

compliance with tax, legal and regulatory requirements.

10. Coordinate, monitor and facilitate compliance with laws, rules and regulations.

11. Evaluate and determine the non-audit work, if any, of the External Auditor, and review periodically the non-audit fees paid to the External Auditor in relation to their significance to the total annual income of the External Auditor and to the Company’s overall consultancy expenses. The Committee shall disallow any non-audit work that will conflict with his duties as an External Auditor or may pose a threat to his independence. If the non-audit work is allowed, this should be disclosed in the Company’s Annual Report.

12. Establish and identify the reporting line of the Corporate Auditor to enable him to properly fulfill his duties and responsibilities. He shall functionally report directly to the Audit Committee.

13. The Audit Committee shall ensure that, in the performance of the work of the Corporate Auditor, he shall be free from interference by outside parties.

Audit Committee Members

Committee Chairman: Emmanuel C. Rojas, Jr.

Member-Executive Director: John L. Gokongwei, Jr.

Member-Executive Director: James L. Go

Member-Executive Director: Lance Y. Gokongwei

Member-Non-Executive Director: Johnson Robert G. Go, Jr.

Member-Independent Director: Roberto F. de Ocampo

Nomination Committee

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:

1. Pre-screen, evaluate the qualifications and shortlist all candidates nominated to become a Director in accordance with pertinent provisions of the Articles of Incorporation and By Laws of the Company, as well as established guidelines on qualifications and disqualifications.

2. Recommend guidelines in the selection of nominee/s for Director/s which may include the following based on the perceived needs of the Board at a certain point in time:

Nature of the business of the Corporations which he is a Director of

Age of the Director nominee

Number of directorships/active memberships and officerships in other corporations or organizations

Possible conflict of interest

3. Recommend guidelines in the determination of the optimum number of directorships/ active memberships and officerships in other corporations allowable for Directors. The capacity of Directors to serve with diligence shall not be compromised.

4. Recommend to the Board regarding the size and composition of the Board in view of long term business plans, and the needed appropriate skills and characteristics of Directors.

5. Assess the effectiveness of the Board’s processes and procedures in the election or replacement of Directors.

Nomination Committee Members

Member-Executive Director: John L. Gokongwei, Jr.

Member-Executive Director: James L. Go

Member-Executive Director: Lance Y. Gokongwei

Member-Non-Executive Director: Johnson Robert G. Go, Jr.

Member-Independent Director: Roberto F. de Ocampo

Remuneration Committee

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:

1. Recommend a formal and transparent procedure for developing a policy on executive remuneration and evaluation and for fixing the remuneration packages of Directors and Management Officers that is consistent with the Company’s culture, strategy, and business environment.

2. Recommend the amount of remuneration, which shall be in a sufficient level to attract and retain Directors and Management Officers who are needed to run the company successfully.

3. Disallow any Director to decide his remuneration.

4. Ensure that Full Business Interest Disclosure is part of the pre-employment requirements for all incoming Management Officers, which among others compel all Management Officers to declare under the penalty of perjury all of their existing business interests or shareholdings that may directly or indirectly conflict in their performance of duties once hired.

5. Review recommendations concerning the existing Human Resources Development Handbook, with the objective of strengthening provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned with all statutory requirements that must be periodically met in their respective posts.

6. Provide in the Company’s Annual Reports, information and proxy statements a clear, concise and understandable disclosure of aggregate compensation of its Executive Officers for the previous fiscal year and the ensuing year as prescribed by the Commission or other regulatory agency.

Remuneration Committee Members

Member-Executive Directors: John L. Gokongwei, Jr.

Member-Executive Directors: James L. Go

Member-Executive Directors: Lance Y. Gokongwei

Member-Non-Executive Directors: Johnson Robert G. Go, Jr.

Member-Independent Director: Emmanuel C. Rojas, Jr.