The board of directors shall create a Compensation and Remuneration Committee which shall be composed of at least three (3) members, namely, the Chairman of the board and two (2) directors, one of whom shall be an independent director. The Committee shall have a Chairman and members.
The Chairman of the Committee shall preside during meetings. The Committee shall appoint a Secretary, who may or may not be a director or member of the Committee, to prepare minutes of meetings of the Committee and keep appropriate books and records thereof, if necessary.
The board or the Committee may appoint one or more persons to serve as advisor(s) to the Committee. Advisors may attend and speak during the meetings of the Committee, but will not have any voting rights on any action of the Committee.
II. DUTIES AND RESPONSIBILITIES
The Committee shall have the principal function of studying and recommending an appropriate compensation and/or rewards system. The Committee shall have powers and functions over the compensation and remuneration of corporate officers other than the Chairman of the board, whose compensation and remuneration shall be determined by the President and two (2) directors, one of whom shall be an independent director.
The Committee shall establish a policy on remuneration of directors and officers to ensure that their compensation is consistent with the Corporation’s culture, strategy, and the business environment in which it operates.
The Committee may call on the officers of the Corporation to assist it in performing its functions.
The Committee shall review the Corporation’s human resources development or personnel handbook to strengthen provisions on conflict of interest, policies on salaries and benefits, and directives on promotion and career advancement.
III. MEETINGS AND QUORUM
The Committee shall only act as a committee and the individual members thereof shall have no powers as such. A majority of the whole number of members shall constitute a quorum for the transaction of business and every decision of a majority of the quorum duly assembled shall be valid as an act of the Committee. Each member shall have one (1) vote. In case of a deadlock in the voting, the Chairman of the Committee shall break the deadlock by casting a second vote.
Regular meetings may be held at such time and place and upon such notice, if any, as the Committee may prescribe. Special meetings may be called by the Chairman of the Committee or by request of a majority of the Committee members with at least one day’s notice of the time and place of the meeting, given personally or by letter, telegram, telephone, electronic mail, short messaging system or facsimile. Meetings may be held at any time and place without notice if all the members are present or if those not present waive notice in writing before or after the meeting.
Meetings may be held in person or via telephone or video conference.