- Cresencio P. Aquino (Chairman)
- Jesus B. Varela (Member)
- Kevin L. Tan (Member)
Board Committee Charter CHARTER OF THE NOMINATION COMMITTEE
The Board of Directors (the “Board”) of Global-Estate Resorts, Inc. (the “Corporation”) hereby adopts this Charter of the Nomination Committee (the “Committee”).
- PURPOSE Pursuant to the Revised Manual of Corporate Governance (the “Manual”), the Nomination Committee shall seek qualified candidates to fill the expired term of the Board member(s), and to conduct the annual Board of Directors nomination and election process. The Committee will have such other duties and responsibilities as are described in this Charter or as are assigned to it from time to time by the Board of Directors.
The Committee shall be composed of at least three (3) members of the Board of Directors, one of whom must be an independent director.
Each member of the Committee shall have qualifications and none of the disqualifications provided under the Manual. The Committee has to be composed in such a way that it possesses, as a group, the necessary knowledge, skills and experience required to properly perform its duties. The Committee shall regularly review its composition, taking into account the evolving requirements of the Corporation, and best practices in corporate governance.
The Board shall appoint the members of the Committee at its annual organizational meeting and each member shall serve upon his election until the next organizational meeting of the Board, unless removed or replaced by the Board.
In case any vacancy or vacancies should occur on the Committee other than removal or expiration of term, due to death, resignation or other causes, the remaining Directors, may fill the vacancy by election from among the members of the Board.
The members of the Committee shall receive such compensation as the Board of Directors may fix and determine.
The Committee shall meet at such times and places as it considers appropriate, preferably at least four (4) times a year. The Chairman of the Committee, any Committee member, or the Corporate Secretary of the Corporation, may call a meeting of the Committee. The Chair shall preside in all meetings. In the absence of the Chair, any member shall preside. Meetings may be held, and the members can participate in meetings of the Committee, through teleconference, video conference or other similar means.
Attendance of at least two (2) Committee members shall constitute a quorum for all meetings.
The affirmative vote of a majority of such quorum shall be required to authorize any corporate action.
A notice of each meeting of the Committee specifying the place, date, time, and agenda and matters to be discussed during the meeting shall be given to each member of the Committee personally, in writing or orally, or sent to him by mail, facsimile, electronic mail or other similar means at least two (2) days prior to the date of the meeting. Each member shall give the Committee Secretary his address, facsimile number and electronic mail address for the service of notices of meetings. A member may waive notice of any meeting of the Committee and may consent to shorter notice of any meeting. Any Committee meeting called by shorter notice shall be deemed to have been duly convened if it is so agreed by the members present in the meeting at which there is a quorum.
Minutes and Record.
The Committee Secretary shall maintain minutes or other records of the Committee meetings and activities.
POWERS, DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
The Committee shall have the following powers, duties and responsibilities:
- Establish and maintain a process to ensure that all candidates/nominees to be nominated for election as Directors at the Annual Stockholders’ Meeting are qualified in accordance with the By-laws, Manual and relevant laws, rules and regulations and possess none of the disqualifications stated in the Corporation’s Revised Code of Corporate Governance;
- Encourage the selection of a mix of competent directors, each of whom can add value and contribute independent judgment to the formulation of sound corporate strategies and policies. In the selection of candidates, the objectives set by the Board regarding its composition are to be seriously considered, as well as the required knowledge, abilities and experience needed to successfully manage the Corporation. Careful attention must be given to ensure that there is independence and diversity, and appropriate representation of women in the Board, subject to the possession of the knowledge, abilities and experience determined by the Board as necessary for the Board to properly perform its functions;
- Review and evaluate the qualifications of persons nominated to positions in the Corporation which require appointment by the Board, and provide guidance and advice as necessary for the appointments of persons nominated to other positions.
- Review and disclose succession plans for members of the Board, and officers for the position of Group Directors to the President/CEO.
- Provide assessment on the Board’s effectiveness in directing the process of renewing and replacing Board Members and in appointing officers or advisors and develop, update as necessary and recommend to the Board policies for considering nominees for directors, officers or advisors.
- Discharge any other duties and responsibilities delegated to the Committee by the Board from time to time. The Committee shall be guided by the Corporation’s mission and vision in the fulfillment of its functions.
All nominees for election in the following offices shall be referred to the Committee for evaluation of their qualifications:
- Board of Directors;
- President and Chief Executive Officer;
- Chief Finance Officer or Treasurer;
- Group Heads;
- Corporate Secretary;
- Assistant Corporate Secretary; and
- Other executive officers of the Corporation whose appointments are required by the Board to be submitted to the Board for approval.
- The Committee shall have the following powers, duties and responsibilities:
- Access to Information. The Committee shall have free and full access to all relevant information, data, records and personnel of the Corporation.
- Technical Assistance. The Corporate Secretary, the management and all personnel of the Corporation shall provide assistance and support to the Committee. The Committee may also invite such members of management and other resource persons to its meetings and may secure independent expert and/or professional advice as it may deem desirable or appropriate. All resources necessary for the Committee to perform its duties and functions shall be provided by the Corporation, at its expense.
The Corporate Secretary shall keep and have custody of the records of the Committee. Except for information that are required to be disclosed pursuant to law or regulations issued by competent government authorities, the records shall be kept confidential.
- Annual Review/Self-Evaluation. This Charter shall be reviewed by the Committee annually. Any proposed changes shall be approved by the Board. The Committee shall conduct a yearly self-evaluation of its own performance.
This Charter shall take effect when approved by the Board.