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ORIENTAL PENINSULA
Resources Group, Inc.
Corporate Governance Committees

A. AUDIT COMMITTEE


The Audit Committee functions under the terms of reference approved by the Board. It meets as may be necessary and its roles include the review of the financial and internal reporting process, the system of internal control and management of risks and the external and internal audit process. The Audit Committee reviews the scope and results of the audit with external auditors and obtains external legal or other independent professional advice where necessary.


Other functions of the Audit Committee include the recommendation of the appointment or re-appointment of external auditors and the review of audit fees.


B. Nomination, Compensation and Election Committee


The Committee assesses and recommends to the Board candidates for appointment of executive and non-executive directors positions. The Committee also makes recommendations to the Board on its composition. The Committee meets as required.


The Nomination Committee is mandated to ensure that there is a formal and transparent procedure for the appointment of new Directors of the Board. Where appropriate, every director receives training, taking into account his individual qualifications and experience. Training is also available on an ongoing basis to meet individual needs.


The Committee is tasked to maintain procedures and policy on executive remuneration and for fixing the remuneration packages of corporate officers and directors. It provides oversight over remuneration of senior management and other key personnel ensuring that compensation is consistent with the Corporation’s culture, strategy and control environment. It determines the amount of remuneration, which is sufficient to attract and retain directors and officers who are needed to run the company successfully.


C. Corporate Governance Committee/ Risk Management and Oversight Committee


The Committee assists the Board in the performance of its corporate governance responsibilities. It shall ensure compliance with and proper observance of corporate governance principles and practices.


The Committee is likewise tasked on the oversight of a Company’s Risk Management system to ensure its functionality and effectiveness.