Established in 1969 to engage in the exploration, development and mining mineral claims, Crown Equities has evolved into a holding company with various interests.
The company has had successful ventures in the management of ambulatory clinics through Fortmed Medical Clinics, Inc with two clinics in Makati (1997) and Sta. Rosa Laguna (1998) , property development through Palma Real (1998), toll road project (1999-2005)) and the development of Cypress Towers (2005).
This Charter establishes the purpose, composition, authority, responsibilities and operations of the Executive Committee of Crown Equities, Inc. (the “Committee”).
1. PURPOSE
The Committee’s primary purpose is to function when the Board is not in session. The Committee shall have all the power and authority of the Board in the governance, management and direction of the business and affairs of theCorporation except for those matters expressly provided for in Section 35 of the Corporation Code, the By-Laws and other pertinent laws, rules or regulations.
2. COMPOSITION
The Committee shall consist of at least three (3) members of the Board. Members of the Committee shall be appointed by the Board, who shall also appoint a Committee Chairman. In accordance with this, members of the Committee may be removed or replaced, and any vacancies in the Committee shall be filled by the Board.
3. MEETINGS
The Committee shall meet at least once every month. The presence of a majority of its members shall constitute a quorum for any meeting. The Committee may invite members of Management or others to attend meetings and provide pertinent information, as necessary.
The Corporate Secretary shall be the Committee Secretary, unless otherwise determined by the Committee. The Committee Secretary, under the direction of the Committee Chairman, shall prepare the agenda and provide the Committee Members advance notice of meetings, the agenda, along with appropriate briefing materials.
4. AUTHORITY
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
5. RESPONSIBILITES
The Committee shall have the following duties and responsibilities. 5.1. Assist the Board in overseeing the implementation of strategies;
5.2. Review of major issues facing the organization;
5.3. Monitor the operating activities of each business group;
5.4. Define and monitor the Corporation’s performance improvement goals;
5.5. Define group-wide policies and actions and oversee implementation;
5.6. Foster the sharing of information in all areas of the business group
5.7. Perform other activities related to this Charter as requested by the Board.
5.8. Review and assess the adequacy of the Committee Charter annually, requesting Board approval for any proposed changes, and ensure appropriate disclosure as may be required by law or regulation.
5.9. Evaluate the Committee’s and individual members’ performance on a regular basis.
6. REPORTING RESPONSIBILITIES
6.1. Regularly report to the Board the Committee’s activities, findings, decisions, deliberations and recommendations.
6.2. Review any other reports the Corporation issues that relate to the Committee responsibilities.
7. ANNUAL REVIEW OF CHARTER
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
Nomination
Wilfrido V. Vergara
Chairman
George L. Go
Member
Romuald U. Dy Tang
Member
Ramon A. Recto
Member
CROWN EQUITIES, INC.
NOMINATION COMMITTEE CHARTER
This Charter establishes the purpose, composition, authority, responsibilities and operations of the Nomination Committee of Crown Equities, Inc. (the “Committee”).
1. PURPOSE
The Committee’s primary purpose is to determine the nominees for election to the Corporation’s Board of Directors, to identify through professional search firms and other similar mechanisms and recommend candidates to fill vacancies occurring between annual shareholder meetings, and to provide communications with the Board of Directors and, as appropriate, communications with shareholders and regulators.
2. COMPOSITION
The Committee shall consist of at least three (3) members of the Board, one of whom must be an independent director. Members of the Committee shall be appointed by the Board, who shall also appoint a Committee Chairman. In accordance with this, members of the Committee may be removed or replaced, and any vacancies in the Committee shall be filled by the Board.
3. MEETINGS
The Committee shall meet at least once a year or as often as it considers necessary. Any member may call a meeting of the Committee. The presence of a majority of its membes shall constitute a quorum for any meeting. A duly convened meeting of the Committee at which a quorum is present is competent to exercise all or any of the authorities, powers or discretions vested in the Committee. The Committee may invite members of Management or others to attend meetings and provide pertinent information, as necessary.
The Corporate Secretary shall be the Committee Secretary, unless otherwise determined by the Committee. The Committee Secretary, under the direction of the Committee Chairman, shall prepare the agenda and provide the Committee Members advance notice of meetings, the agenda, along with appropriate briefing materials.
4. AUTHORITY
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
5. RESPONSIBILITES
The Committee shall have the following duties and responsibilities. 5.1. Pre-screen and shortlist all candidates nominated to become a member of the Board of Directors in accordance with the qualifications and disqualifications provided under the Manual on Corporate Governance and all relevant rules and regulations;
5.2. In consultation with the appropriate executive or management committee/s, re-define the role, duties and responsibilities of the Chief Executive Officer (CEO) by integrating the dynamic requirements of the business as a going concern and future expansionary prospects within the realm of good corporate governance at all times;
5.3. Determine the number of directorships which a member of the Board of Directors may hold, in accordance with the guidelines provided under the Manual on Corporate Governance and all relevant rules and regulations.
6. REPORTING RESPONSIBILITIES
The Committee Chairman must report to the Board of Directors regarding the Committee actions and activities. The Committee shall make recommendations to the Board of Directors as and when it considers appropriate in relation to its duties and responsibilities.
7. ANNUAL REVIEW OF CHARTER
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
Compensation and Remuneration
Wilfrido V. Vergara
Chairman
George L. Go
Member
Romuald U. Dy Tang
Member
Emilio S. De Quiros, Jr.
Member
CROWN EQUITIES, INC.
COMPENSATION AND REMUNERATION COMMITTEE CHARTER
This Charter establishes the purpose, composition, authority, responsibilities and operations of the Compensation and Remuneration Committee of Crown Equities, Inc. (the “Committee”).
1. PURPOSE
The Committee’s primary role is to decide, determine and approve, by majority vote of all of its members, matters relating to the compensation, remuneration and benefits of the Corporation’s officers and directors; and to provide communications with the Board of Directors and, as appropriate, communications with shareholders and regulators.
2. COMPOSITION
The Committee shall consist of at least three (3) members of the Board. Members of the Committee shall be appointed by the Board, who shall also appoint a Committee Chairman. In accordance with this, members of the Committee may be removed or replaced, and any vacancies in the Committee shall be filled by the Board.
3. MEETINGS
The Committee shall meet at least once a year or as often as it considers necessary. Any member may call a meeting of the Committee. The presence of a majority of its members shall constitute a quorum for any meeting. A duly convened meeting of the Committee at which a quorum is present is competent to exercise all or any of the authorities, powers or discretions vested in the Committee. The Committee may invite members of Management or others to attend meetings and provide pertinent information, as necessary.
The Corporate Secretary shall be the Committee Secretary, unless otherwise determined by the Committee. The Committee Secretary, under the direction of the Committee Chairman, shall prepare the agenda and provide the Committee Members advance notice of meetings, the agenda, along with appropriate briefing materials.
4. AUTHORITY
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
5. RESPONSIBILITES
The Committee shall have the following duties and responsibilities. 5.1. Establish a formal and transparent procedure for developing a policy on executive remuneration, for fixing the remuneration packages of corporate officers and directors, and provide oversight on remuneration of senior management and other key personnel, ensuring that compensation is consistent with the company’s culture, strategy and control environment;
5.2. Designate the amount of remuneration, which shall be sufficient to attract and retain directors and officers who are needed to run the company successfully;
5.3. Develop a form on Full Business Interest Disclosure as part of the pre-employment requirements for all incoming officers, which, among others, compel all officers to declare under the penalty of perjury all their existing business interests or shareholdings that may directly or indirectly conflict with their performance of duties once hired;
5.4. Disallow any director to decide his/her own remuneration;
5.5. Provide in the Corporation’s annual reports, information and proxy statements, a clear, concise and understandable disclosure of compensation of its executive officers for the two (2) previous fiscal years and the estimate for the ensuing year;
5.6. Review (if any) of the existing Personnel Handbook, to strengthen provisions on conflict of interest, salaries and benefits policies, promotion and career advancement directives and compliance of personnel concerned will all statutory requirements that must be periodically met in their respective posts.
6. REPORTING RESPONSIBILITIES
The Committee Chairman must report to the Board of Directors regarding the Committee actions and activities. The Committee shall make recommendations to the Board of Directors as and when it considers appropriate in relation to its duties and responsibilities.
7. ANNUAL REVIEW OF CHARTER
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
Audit
Conrado G. Marty
Chairman
Ramon A. Recto
Member
Atty. Rodolfo B. Fernandez
Member
CROWN EQUITIES, INC.
AUDIT COMMITTEE CHARTER
This Charter establishes the purpose, composition, authority, responsibilities and operations of the Audit Committee of Crown Equities, Inc. (the “Committee”).
1. PURPOSE
The Committee assists and advises the Board of Directors in fulfilling its oversight responsibilities to ensure the quality and integrity of the Company’s accounting, financial reporting, auditing practices and internal control systems and adherence to over-all corporate governance best practice. The Committee also oversees the Company’s process for monitoring compliance with laws, regulations, the Code of Ethics, and performs other duties as the Board may require.
2. COMPOSITION
The Committee shall consist of three (3) non-executive members of the Board, majority of whom shall be independent directors. The chairman of the Committee shall not be a chairman of the Board or any other committee. Its members shall have adequate and competent understanding of finance, accounting and auditing processes, in addition to thorough knowledge of the Company’s business and industry in which it operates.
Members of the Committee shall be appointed by the Board, who shall also appoint a Committee Chairman. In accordance with this, members of the Committee may be removed or replaced, and any vacancies in the Committee shall be filled by the Board.
3. MEETINGS
The Committee shall meet at least once a year or as often as it considers necessary. The presence of a majority of its members shall constitute a quorum for any meeting. All Committee members are expected to attend each meeting. The Committee may invite members of Management or others to attend meetings and provide pertinent information, as necessary.
The Corporate Secretary shall be the Committee Secretary, unless otherwise determined by the Committee. The Committee Secretary, under the direction of the Committee Chairman, shall prepare the agenda and provide the Committee Members advance notice of meetings, the agenda, along with appropriate briefing materials.
4. AUTHORITY
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
5. RESPONSIBILITES
The Committee shall have the following duties and responsibilities.
5.1. Recommends the approval of the Internal Audit Charter (IA Charter) which formally defines the role of Internal Audit and audit plan as well as oversees the implementation of the IA Charter;
5.2. Through the Internal Audit (IA) Department, monitors and evaluates the adequacy and effectiveness of the Corporation’s internal control system, integrity of financial reporting, and security of physical and information assets;
5.3. Oversees the Internal Audit Department, and recommends the appointment and/or grounds for approval of an internal audit head or Chief Audit Executive (CAE);
5.4. Approves the terms and conditions for outsourcing internal audit services;
5.5. Establishes and identifies the reporting line of the Internal Auditor;
5.6. Reviews and monitors Management’s responsiveness to the Internal Auditor’s findings and recommendations;
5.7. Ensures there is an established process on the appointment, reappointment, removal, and fees of the External Auditor;
5.8. Prior to the commencement of the audit, discusses with the External Auditor the nature, scope and expenses of the audit, and ensures proper coordination if more than one audit firm is involved in the activity;
5.9. Evaluates and determines the non-audit work, if any, of the External Auditor, and periodically reviews the non-audit fees paid to the External Auditor in relation to the total fees paid to him and to the Corporation’s overall consultancy expenses;
5.10. Reviews and approves the Interim and Annual Financial Statements before their submission to the Board, with particular focus on the following matters:
i. Any change/s in accounting policies and practices
ii. Areas where a significant amount of judgment has been exercised
iii. Significant adjustments resulting from the audit
iv. Going concern assumptions
v. Compliance with accounting standards
vi. Compliance with tax, legal and regulatory requirements
5.11. Reviews the disposition of the recommendations in the External Auditor’s management letter;
5.12. Performs oversight functions over the Corporation’s Internal and External Auditors;
5.13. Coordinates, monitors and facilitates compliance with laws, rules and regulations;
5.14. Recommends to the Board the appointment, reappointment, removal and fees of the External Auditor;
5.15. Performs other duties and responsibilities as the Committee may deem appropriate within the scope of its primary functions or as may be assigned by the Board.
6. REPORTING RESPONSIBILITIES
The Committee Chairman must report to the Board of Directors regarding the Committee actions and activities. The Committee shall make recommendations to the Board of Directors as and when it considers appropriate in relation to its duties and responsibilities.
7. ANNUAL REVIEW OF CHARTER
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
Corporate Governance
Atty. Rodolfo B. Fernandez
Chairman
Ramon A. Recto
Member
Reynaldo V. Reyes
Member
CROWN EQUITIES, INC.
CORPORATE GOVERNANCE COMMITTEE CHARTER
This Charter establishes the purpose, composition, authority, responsibilities and operations of the Corporate Governance Committee of Crown Equities, Inc. (the “Committee”).
1. PURPOSE
The Committee assists and advises the Board of Directors in performing corporate governance compliance responsibilities in relation with the Corporation’s Manual on Corporate Governance, the Philippine Code of Corporate Governance, and disclosure rules of the Securities and Exchange Commission and The Philippine Stock Exchange, Inc.
2. COMPOSITION
The Committee shall consist of at least three (3) members of the Board, all of whom shall be independent directors. Its members shall have adequate and competent understanding of corporate governance principles and practices, in addition to thorough knowledge of the Company’s business and industry in which it operates.
Members of the Committee shall be appointed by the Board, who shall also appoint a Committee Chairman. In accordance with this, members of the Committee may be removed or replaced, and any vacancies in the Committee shall be filled by the Board.
3. MEETINGS
The Committee shall meet at least once a year or as often as it considers necessary. The presence of a majority of its members shall constitute a quorum for any meeting. All Committee members are expected to attend each meeting. The Committee may invite members of Management or others to attend meetings and provide pertinent information, as necessary.
The Corporate Secretary shall be the Committee Secretary, unless otherwise determined by the Committee. The Committee Secretary, under the direction of the Committee Chairman, shall prepare the agenda and provide the Committee Members advance notice of meetings, the agenda, along with appropriate briefing materials.
4. AUTHORITY
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
5. RESPONSIBILITES
The Committee shall have the following duties and responsibilities.
5.1. Oversees the implementation and periodic review of the corporate governance framework;
5.2. Oversees the periodic performance evaluation of the Board and its Committees as well as Executive Management, and conducts an annual self-evaluation of its performance;
5.3. Ensures that the results of the Board evaluation are shared, discussed, and that concrete action plans are developed and implemented to address the identified areas for improvement;
5.4. Recommends continuing education/training programs for directors, assignment of tasks/projects to Board Committees, succession planning for Board members and Senior Officers, and remuneration packages for corporate and individual performance;
5.5. Adopts corporate governance policies and ensures its proper review, regular updating and consistent implementation;
5.6. Proposes and plans relevant trainings for the members of the Board;
5.7. Determines the nomination and election process for the Corporation’s directors;
5.8. Establishes a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers;
5.9. Performs other duties and responsibilities as the Committee may deem appropriate within the scope of its primary functions or as may be assigned by the Board.
6. RESOURCES
The Committee is authorized to hire independent advisors, and to secure the attendance of such advisors if it is considered necessary for the proper performance of the Committee functions under this Charter.
7. REPORTING RESPONSIBILITIES
The Committee Chairman must report to the Board of Directors regarding the Committee actions and activities. The Committee shall make recommendations to the Board of Directors as and when it considers appropriate in relation to its duties and responsibilities.
8. ANNUAL REVIEW OF CHARTER
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
Board Risk Oversight
Emilio S. De Quiros, Jr.
Chairman
Atty. Rodolfo B. Fernandez
Member
Nixon Y. Lim
Member
CROWN EQUITIES, INC.
BOARD RISK OVERSIGHT COMMITTEE CHARTER
This Charter establishes the purpose, composition, authority, responsibilities and operations of the Board Risk Oversight Committee of Crown Equities, Inc. (the “Committee”).
1. PURPOSE
The Committee assists and advises the Board of Directors in fulfilling its oversight responsibilities to ensure the quality and integrity of the Corporation’s business and financial risk profile, risk management system and accomplishment of its objectives.
2. COMPOSITION
The Committee shall consist of three (3) members of the Board, majority of whom shall be independent directors, including the chairman. At least one member must have relevant thorough knowledge and experience on risk and risk management.
Members of the Committee shall be appointed by the Board, who shall also appoint a Committee Chairman. In accordance with this, members of the Committee may be removed or replaced, and any vacancies in the Committee shall be filled by the Board.
3. MEETINGS
The Committee shall meet at least once a year or as often as it considers necessary. The presence of a majority of its members shall constitute a quorum for any meeting. All Committee members are expected to attend each meeting. The Committee may invite members of Management or others to attend meetings and provide pertinent information, as necessary.
The Corporate Secretary shall be the Committee Secretary, unless otherwise determined by the Committee. The Committee Secretary, under the direction of the Committee Chairman, shall prepare the agenda and provide the Committee Members advance notice of meetings, the agenda, along with appropriate briefing materials.
4. AUTHORITY
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
5. RESPONSIBILITES
The Committee shall have the following duties and responsibilities.
5.1. Develops a formal enterprise risk management plan;
5.2. Oversees the implementation of the enterprise risk management plan through a Management Risk Oversight Committee;
5.3. Evaluates the risk management plan to ensure its continued relevance, comprehensiveness and effectiveness;
5.4. Advises the Board on its risk appetite levels and risk tolerance limits;
5.5. Reviews at least annually the Corporation’s risk appetite levels and risk tolerance limits;
5.6. Assesses the probability of each identified risk becoming a reality and estimates its possible significant financial impact and likelihood of occurrence;
5.7. Provides oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risk exposures of the Corporation;
5.8. Reports to the Board on a regular basis, or as deemed necessary, the Corporation’s material risk exposures, the actions taken to reduce the risks, and recommends further action or plans, as necessary;
5.9. Performs other duties and responsibilities as the Committee may deem appropriate within the scope of its primary functions or as may be assigned by the Board.
6. REPORTING RESPONSIBILITIES
The Committee Chairman must regularly report to the Board of Directors the Committee’s activities, findings, decisions, deliberations and recommendations.
7. ANNUAL REVIEW OF CHARTER
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
Related Party Transaction
Nixon Y. Lim
Chairman
Reynaldo V. Reyes
Member
Emilio S. De Quiros, Jr.
Member
CROWN EQUITIES, INC.
RELATED PARTY TRANSACTION COMMITTEE CHARTER
This Charter establishes the purpose, composition, authority, responsibilities and operations of the Related Party Transaction Committee of Crown Equities, Inc. (the “Committee”).
1. PURPOSE
The Committee assists and advises the Board of Directors in assessing material agreements with related parties to ensure that the Related Party Transactions (“RPT”) are conducted at market rates and on an arm’s length basis. The Committee is primarily tasked to determine whether or not the transaction is on terms no less favorable to the Corporation than terms generally available to any unaffiliated third party under the same or similar circumstances. For this purpose, transactions considered material are subject for review by the RPT Committee prior to Board approval and Management execution.
2. COMPOSITION
The Committee shall consist of three (3) non-executive members of the Board, two (2) of whom shall be independent directors, including the chairman.
Members of the Committee shall be appointed by the Board, who shall also appoint a Committee Chairman. In accordance with this, members of the Committee may be removed or replaced, and any vacancies in the Committee shall be filled by the Board.
3. MEETINGS
The Committee shall meet at least once a year or as often as it considers necessary. The presence of a majority of its members shall constitute a quorum for any meeting. All Committee members are expected to attend each meeting. The Committee may invite members of Management or others to attend meetings and provide pertinent information, as necessary.
The Corporate Secretary shall be the Committee Secretary, unless otherwise determined by the Committee. The Committee Secretary, under the direction of the Committee Chairman, shall prepare the agenda and provide the Committee Members advance notice of meetings, the agenda, along with appropriate briefing materials.
4. AUTHORITY
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
5. RESPONSIBILITES
The Committee shall have the following duties and responsibilities.
5.1. Evaluates on an ongoing basis existing relations between and among businesses and counterparties are continuously identified, RPTs are monitored and subsequent changes in relationships are captured;
5.2. Evaluates all material RPTs to ensure that these shall be undertaken upon terms not less favorable to the Company than those offered to any unaffiliated third party;
5.3. Ensures that adequate disclosure is made for RPTs in accordance with applicable legal and regulatory requirements;
5.4. Reports to the Board of Directors on a regular basis, the status and aggregate exposures to each related party;
5.5. Ensures that transactions with related parties, including write-off of exposures are subject to a periodic independent review or audit process;
5.6. Oversees the implementation of the system for identifying, monitoring, measuring, controlling, and reporting RPTs, including a periodic review of RPT policies and procedures;
5.7. Performs other duties and responsibilities as the Committee may deem appropriate within the scope of its primary functions or as may be assigned by the Board.
6. REPORTING RESPONSIBILITIES
The Committee Chairman must regularly report to the Board of Directors the Committee’s activities, findings, decisions, deliberations and recommendations.
7. ANNUAL REVIEW OF CHARTER
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
Investment
Wilfrido V. Vergara
Chairman
George L. Go
Member
Romuald U. Dy Tang
Member
Emilio S. De Quiros, Jr.
Member
Reynaldo V. Reyes
Member
Nixon Y. Lim
Member
Eugene B. Macalalag
Member
Board of Directors
George L. Go
Chairman of the Board
Wilfredo V. Vergara
Vice Chairman and Director
Romuald U. Dy Tang
President and Director
Patrick D. Go
Treasurer and Director
Eugene B. Macalalag
Director
Christopher Brian C. Dy
Director
Clare D. Alvarez
Director
Nixon Y. Lim
Director
Conrad G. Marty
Director
Ramon A. Recto
Director
Melvin Andrew O. Vergara
Director
Atty. Rodolfo B. Fernandez
Lead Independent Director
Manuel E. Dimaculangan
Independent Director
Emilio S. De Quiros, Jr.
Independent Director
Reynaldo V. Reyes
Independent Director
Corporate Officers
George L. Go
Chairman and Chief Audit Executive
Wilfredo V. Vergara
Vice Chairman
Romuald U. Dy Tang
President
Patrick D. Go
Treasurer & Chief Compliance Officer
Eugene B. Macalalag
First Vice President & Investor Relations Officer
Christopher Brian C. Dy
Asst. Vice President for Real Estate Subsidiaries & Operations and Chief Risk Officer
