The Board of Directors has constituted certain committees to effectively manage the operations of SFA Semicon Philippines Corporation The following committees assist the board in carrying out its role and responsibilities:
The Audit Committee must be composed of at least three (3) directors, who preferably must have accounting and finance backgrounds, one of whom must be an independent director and another with audit experience. The independent director chairs the Audit Committee.
The committee’s duties and responsibilities include, but are not limited to, the following:
a. Assisting the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations.
b. Providing oversight over Management’s activities in managing credit, market, liquidity, operational, legal and other risks of the Company; and
c. Performing oversight functions over the Company’s internal and external auditors. It should ensure that the internal and external auditors act independently from each other, and that both auditors are given unrestricted access to all records, properties and personnel to enable them to perform their respective audit functions.
The Nomination Committee may be composed of at least three (3) members, one of whom must be an independent director. The committee’s duties and responsibilities include the review and evaluation of the qualifications of all persons nominated to the Board and other appointments that require Board approval and to assess the effectiveness of the Board’s processes and procedures in the election or replacement of directors.
The Compensation Committee may be composed of at least three (3) members, one of whom must be an independent director. The Committee’s duties and responsibilities include establishing a formal and transparent procedure for developing a policy on remuneration for directors and officers to ensure that their compensation is consistent with the Company’s culture, strategy and the business environment in which it operates.
The Risk Management Committee has the following duties and responsibilities, among others:
a. Establishing a common culture and language that promote consistent definition and understanding of risks and their related impact to the Company’s business; and
b. Establishing a consistent and enterprise-wide approach in identifying and prioritizing risks, analyzing inter-relationship among risks, identifying the drivers and sources of risks, developing strategies and action plans in managing risks, monitoring and reporting on the implementation of risk management strategies and action plans, and evaluating the effectiveness of the overall risk management process for continuous improvement.