I. COMPOSITION OF THE COMMITTEE
The board of directors shall create a Nomination and Governance Committee which shall be composed of at least three (3) members, one of whom shall be an independent director. The Committee shall have a Chairman and members.
The Chairman shall preside during the meetings of the Committee. 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 selecting directors and passing upon their qualifications as shall be consistent with the By-Laws and the Manual on Corporate Governance.
The Committee shall also ensure that, through a managed and effective system consistent with the By-Laws, each board election shall result in a mix of proficient directors, each of whom shall be able to add value and bring prudent judgment to bear on the decision-making process.
The Committee shall also make recommendations to the board on the qualified nominees for election as directors as well as identify and nominate qualified individuals for election as additional directors or to fill board vacancies as and when they arise. Such appointment is subject to the approval of the board.
The Committee shall pre-screen and shortlist all candidates to the board in accordance with the Articles of Incorporation, By-Laws and the Manual on Corporate Governance.
The Committee is also tasked to review the structure, size and composition of the board and make appropriate recommendations thereto. It shall review with the board, on an annual basis or as may be needed, the appropriate skills, characteristics and training required by the directors.
The Committee shall also recommend to the board the guidelines, as may be amended from time to time, for the nomination and election of directors, including independent directors.
The Committee shall likewise review the recommendations of the Compliance Officer in relation to the Manual on Corporate Governance, as well as other corporate governance rules and regulations, and endorse the same to the board for approval.
III. MEETINGS; 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.