Board Committee Charters
Each charter below defines the purpose, composition, authority, responsibilities, and reporting obligations of the respective Board Committee of Crown Equities, Inc.
The Committee assists the Board of Directors in fulfilling its oversight responsibilities and in overseeing the overall strategy and operations of the Corporation.
The Committee shall consist of members of the Board appointed by the Board, who shall also appoint a Committee Chairman. Members may be removed or replaced, and any vacancies shall be filled by the Board.
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. The Corporate Secretary shall serve as Committee Secretary and shall prepare the agenda and provide advance notice of meetings.
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
- Assist the Board in overseeing the implementation of strategies.
- Review major issues facing the organization.
- Monitor the operating activities of each business group.
- Define group-wide policies and actions and oversee implementation.
- Foster the sharing of information in all areas of the business group.
- Perform other activities related to this Charter as requested by the Board.
- Review and assess the adequacy of the Committee Charter annually, requesting Board approval for any proposed changes.
Regularly report to the Board the Committee's findings, decisions, deliberations and recommendations. Review any other reports the Corporation issues that relate to the Committee's responsibilities.
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
The Committee assists and advises the Board in matters relating to the nomination and election of directors and officers of the Corporation, and ensures a formal and transparent board nomination and election policy.
The Committee shall consist of at least three (3) members of the Board, at least one of whom shall be an independent director. Members shall be appointed by the Board, who shall also appoint a Committee Chairman.
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. The Corporate Secretary shall serve as Committee Secretary and shall prepare the agenda and provide advance notice of meetings.
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
- Establish a formal and transparent selection and nomination process for directors.
- Evaluate the skills, knowledge and experience of potential nominees to the Board.
- Recommend nominees to the Board for vacancies and newly created Board positions.
- Review the composition and structure of the Board on a regular basis.
- Perform other duties and responsibilities as the Committee may deem appropriate or as assigned by the Board.
The Committee Chairman must report to the Board of Directors regarding the Committee actions and activities. The Committee shall make recommendations to the Board as and when it considers appropriate in relation to its duties and responsibilities.
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
The Committee assists and advises the Board in matters relating to the compensation and remuneration of officers and directors, and provides communications with the Board of Directors, shareholders and regulators as appropriate.
The Committee shall consist of at least three (3) members of the Board. Members shall be appointed by the Board, who shall also appoint a Committee Chairman. Members may be removed or replaced, and any vacancies shall be filled by the Board.
The Committee shall meet at least once a year or as often as it considers necessary. Any member may call a meeting. The presence of a majority of its members shall constitute a quorum. The Corporate Secretary shall serve as Committee Secretary and shall prepare the agenda and provide advance notice of meetings.
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
- Establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing remuneration packages of corporate officers and directors.
- Designate the amount of remuneration sufficient to attract and retain directors and officers needed to run the company successfully.
- Develop a form on Full Business Interest Disclosure as part of pre-employment requirements for all incoming officers.
- Disallow any director to decide his/her own remuneration.
- Provide clear and understandable disclosure of compensation of its executive officers.
- Review the existing Personnel Handbook to strengthen provisions on conflict of interest, salaries and benefits policies, and promotion and career advancement directives.
The Committee Chairman must report to the Board of Directors regarding the Committee actions and activities. The Committee shall make recommendations to the Board as and when it considers appropriate in relation to its duties and responsibilities.
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
The Committee assists and advises the Board of Directors in fulfilling its oversight responsibilities relating to financial reporting, internal control systems, and adherence to overall corporate governance best practices. The Committee oversees the Code of Ethics and performs other duties as the Board may require.
The Committee shall consist of three (3) non-executive members of the Board, majority of whom shall be independent directors. The chairman 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.
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. All Committee members are expected to attend each meeting. The Corporate Secretary shall serve as Committee Secretary.
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
- Recommend the approval of the Internal Audit Charter (IA Charter) which formally defines the role of Internal Audit, and oversee the implementation of the IA Charter.
- Monitor and evaluate the adequacy and effectiveness of the Company's internal control systems through the Internal Audit Department.
- Oversee the Internal Audit Department, and recommend the appointment and/or grounds for approval of an internal audit head or Chief Audit Executive (CAE).
- Approve the terms and conditions for outsourcing internal audit services.
- Establish and identify the reporting line of the Internal Audit Department.
- Review the reports submitted by Internal Audit and ensure Management action plans are in place.
- Perform other duties and responsibilities as the Committee may deem appropriate or as assigned by the Board.
The Committee Chairman must report to the Board of Directors regarding the Committee actions and activities. The Committee shall make recommendations to the Board as and when it considers appropriate.
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
The Committee assists and advises the Board in fulfilling its responsibilities related to the development and implementation of corporate governance policies and practices, and ensures that the Board and the Company comply with applicable laws and regulations.
The Committee shall consist of at least three (3) members of the Board, majority of whom shall be independent directors. Members shall be appointed by the Board, who shall also appoint a Committee Chairman.
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. The Corporate Secretary shall serve as Committee Secretary.
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
- Oversee the implementation of the corporate governance framework and make recommendations for improvement.
- Ensure that the results of the Board performance evaluation are shared, discussed, and that concrete action plans are developed and implemented to address identified areas for improvement.
- Recommend continuing education/training programs for directors and succession planning for Board members and Senior Officers.
- Adopt corporate governance policies and ensure its proper review, regular updating and consistent implementation.
- Establish a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers.
- Perform other duties and responsibilities as the Committee may deem appropriate within the scope of its primary functions or as assigned by the Board.
The Committee Chairman must report to the Board of Directors regarding the Committee actions and activities. The Committee shall make recommendations to the Board as and when it considers appropriate.
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
The Committee assists and advises the Board of Directors in fulfilling its oversight responsibilities related to the Corporation's risk management system and the accomplishment of its objectives.
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 shall be appointed by the Board.
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. The Corporate Secretary shall serve as Committee Secretary and shall prepare the agenda and provide advance notice of meetings.
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
- Develop a formal enterprise risk management plan.
- Oversee the implementation of the enterprise risk management plan through a Management Risk Oversight Committee.
- Evaluate the risk management plan to ensure its continued relevance, comprehensiveness and effectiveness.
- Advise the Board on its risk appetite levels and risk tolerance limits.
- Assess the probability of each identified risk becoming a reality and estimate its possible significant financial impact and likelihood of occurrence.
- Review the operational, legal and other risk exposures of the Corporation.
- Report to the Board on a regular basis on risk exposures, actions taken to reduce risks, and recommend further action or plans as necessary.
- Perform other duties and responsibilities as the Committee may deem appropriate or as assigned by the Board.
The Committee must report to the Board of Directors its findings, decisions, deliberations and recommendations on a regular basis.
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
The Committee assists and advises the Board of Directors in assessing material agreements with related parties, 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.
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 shall be appointed by the Board, who shall also appoint a Committee Chairman.
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. The Corporate Secretary shall serve as Committee Secretary.
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
- Evaluate on an ongoing basis existing relations between and among businesses and counterparties to ensure RPTs are continuously identified and monitored.
- Evaluate all material RPTs to ensure these shall be undertaken upon terms not less favorable to the Company than those offered to any unaffiliated third party.
- Ensure that adequate disclosure is made for RPTs in accordance with applicable legal and regulatory requirements.
- Report to the Board of Directors on a regular basis the status and aggregate exposures to each related party.
- Ensure that transactions with related parties, including write-off of exposures, are subject to a periodic independent review or audit process.
- Oversee the implementation of the system for identifying, monitoring, measuring, controlling, and reporting RPTs, including a periodic review of RPT policies and procedures.
- Perform other duties and responsibilities as the Committee may deem appropriate or as assigned by the Board.
The Committee must report to the Board of Directors its findings, decisions, deliberations and recommendations.
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.
The Committee assists and advises the Board of Directors in reviewing and evaluating significant investments and capital expenditure proposals of the Corporation to ensure alignment with the Corporation's strategic objectives and risk appetite.
The Committee shall consist of members of the Board appointed by the Board, who shall also appoint a Committee Chairman. Members may be removed or replaced, and any vacancies shall be filled by the Board.
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. The Corporate Secretary shall serve as Committee Secretary and shall prepare the agenda and provide advance notice of meetings.
An act of the Committee which is within the scope of its power shall not require ratification or approval for its validity and effectivity.
- Review and evaluate significant investments and capital expenditure proposals of the Corporation.
- Ensure that proposed investments are consistent with the Corporation's strategic objectives and risk tolerance.
- Monitor the performance of the Corporation's investment portfolio.
- Review and recommend investment policies and guidelines for Board approval.
- Perform other duties and responsibilities as the Committee may deem appropriate within the scope of its primary functions or as assigned by the Board.
The Committee Chairman must report to the Board of Directors regarding the Committee actions, activities and investment performance. The Committee shall make recommendations to the Board as and when it considers appropriate.
The Committee shall conduct an annual review of this Charter and propose any enhancements as may be deemed necessary for Board approval.