Board Committee Charters

The Risk Management Committee Charter

I. MISSION 

The Risk Management Committee shall assist the board of directors of First Gen Corporation in its oversight responsibility over management’s activities in managing risks involving physical, financial, operational, labor, legal, security, environmental, and other risks of the Corporation.

II. COMPOSITION 

A. Composition – The Committee shall be composed of at least three (3) members who shall come from the board. The chairman of the board shall designate the chairman of the Committee.

B. Resource Person – The Committee shall have at least one (1) Vice-President who shall be the Management Representative/s and Committee Resource person/s. The Committee shall also involve resource persons from other Company departments, as may be necessary.

C. Secretariat – The head of the Risk Management Group of the Company shall serve as the head of the Secretariat of the Committee.

III. DUTIES AND RESPONSIBILITIES 

The Committee plays a vital oversight role and serves as an important liaison to the board.

The specific duties and responsibilities of the Committee are as follows:

1. Provide guidance to management through the establishment of the Company’s risk management philosophy and risk appetite;

2. Approve the Company’s risk management policy and processes and any revisions thereto;

3. Regularly assess the Company’s risk management activities;

4. Understand and set clear directions for the management of the Corporation’s strategic and critical risks;

5. Provide the necessary support and resources to management in managing the risks to the Company; and

6. Communicate to key stakeholders the status of strategic and critical risks.

IV. AUTHORITY 

The Committee is empowered to perform the following functions:

1. To recommend the review and/or change/s in the Company’s risk management policy, as may be deemed appropriate;

2. To require periodic reports from management to confirm that the risk management system of the Corporation is operating correctly and consistently with its objectives; and

3. To execute such other authority which the board may delegate to the Committee.

V. REPORTING RESPONSIBILITY 

The chairman of the Committee or a person nominated by the chairman will report to the board on the Committee’s proceedings following each meeting of the Committee with respect to all matters relevant to the Committee’s discharge of its duties and responsibilities.

VI. MEETINGS AND QUORUM 

A. Meetings – The Committee shall meet at least once every quarter, with authority to convene additional meetings, as circumstances require. The Committee shall invite members of management, auditors, or other personnel to attend the meeting and provide pertinent information as may be necessary. The meeting agenda shall be provided in advance to members along with appropriate briefing materials. Minutes of committee meetings shall be prepared and included in the papers for presentation to the next full board meeting, as may be necessary.

B. Quorum – For the purpose of conducting its business, a Committee meeting should have at least a quorum. A quorum shall mean at least a majority of the Committee members present.

VII. PERFORMANCE REVIEW 

The Committee shall conduct an annual review of its performance and effectiveness, in consultation with all members of the board. It may recommend to the board any suggested changes in the terms of this Charter.