Our Audit Committee is currently composed of four members. The Audit Committee will carry out, among other things, the following functions: (i) assist the Board in the performance of its oversight responsibility for: our financial reporting process; our system of internal control; our audit process and the monitoring of compliance with applicable laws, rules and regulations; (ii) supervise the effectiveness of our internal control procedures and corporate risk management systems; (iii) perform oversight functions over our internal and external auditors, ensuring that the internal and external auditors act independently from each other, and that each are given unrestricted access to all records, properties and personnel to enable them to perform their respective audit functions; (iv) review the annual internal audit plan to ensure its conformity with our objectives; (v) organize an internal audit department, and consider the appointment of an independent internal auditor and the terms and conditions of its engagement and removal; (vi) monitor and evaluate the adequacy and effectiveness of our internal control system, including financial reporting control and information technology security; (vii) review the reports submitted by the internal and external auditors; (viii) review the quarterly, half-year and annual financial statements before their submission to the Board; (ix) coordinate, monitor and facilitate compliance with laws, rules and regulations; (x) evaluate and determine non-audit work, if any, required of the external auditor, and periodically review 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 our overall consultancy expenses and (xi) establish and identify the reporting line of the internal auditor to enable them to properly fulfill their duties and responsibilities.
The Audit Committee must be composed of at least three members, at least two of whom shall be independent directors and at least one of whom shall have an accounting and financial background. The chairman of the Audit Committee must be an independent director. The current members of the Audit Committee are Mr. Pedro Roxas (Chairman of the Committee), Ms. Eleanor M. Hilado, Ms. Marife B. Zamora and Mr. Francisco Javier García Ruiz de Morales.
Our Nomination Committee is currently composed of four members. The Nomination Committee will carry out, among other things, the following functions: (i) be responsible for providing shareholders with an independent and objective evaluation of and assurance that the members of the Board are competent and will foster our long-term success and secure our competitiveness; (ii) review and evaluate the qualifications of persons nominated to the Board as well as other appointments that require Board approval and (iii) assess the effectiveness of the Board's processes and procedures in the election or replacement of directors.
The Nomination Committee must be composed of at least three members, at least one of whom shall be an independent director. The chairman of the Nomination Committee must be an independent director. The current members of the Nomination Committee are Ms. Eleanor M. Hilado (Chairman of the Committee), Mr. Pedro Roxas, Ms. Marife B. Zamora and Mr. Antonio Ivan Sanchez Ugarte.
The members of our Board will be compensated according to the provisions of our by-laws.