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BOARD COMMITTEES

The Board of Directors

Amidst volatile economic conditions, Atlas Consolidated Mining and Development Corporation’s (“AT”) robust governance structures have kept the organization resilient and steadfast in the pursuit of its business goals. These structures serve as the foundation of the harmonious relationship that exists between AT and its various stakeholders. At the forefront of good governance are the sound policies formulated and implemented by qualified leaders and managers. AT is fortunate to have at the helm of its operations respected business pioneers and experienced professionals who constitute its Board of Directors and management.

 

Composition and Qualification

The AT Board of Directors (the “Board”) is composed of eleven (11) members who are elected by AT shareholders during their annual meeting. Of such members, at least two (2) must satisfy the requirements of independence under the Securities Regulation Code (SRC) and AT Corporate Governance Manual (the “CG Manual”).

AT currently has four (4) independent directors who have confirmed that they qualify as such based on the criteria set under Rule 38 of the rules and regulations implementing the SRC.

The eligibilities of all the incumbent directors of AT were evaluated by the Board’s Nominations Committee (Now Corporate Governance Committee) in accordance with the standards established in the CG Manual and the New Code of Corporate Governance.

 

The Committees of the Board

Upon the authority granted under AT’s by-laws and pursuant to the Code of Corporate Governance, the Board has established five (5) committees composed of its members to enhance the effectivity of the performance of its policy-making and oversight functions.

 

The Executive Committee (Execom) shall possess and exercise powers of the Board of Directors (BOD) which may be lawfully delegated in the management and direction of the affairs of AT, during the intervals between meetings of the BOD.

Members:

Frederic C. DyBuncio - Chairman

Martin C. Buckingham

Isidro A. Consunji

Adrian Paulino S. Ramos

Jose T. Sio

Gerard Anton S. Ramos

***Please note that the Execom Charter is in the process of finalization. The same will be uploaded once available***

The Audit Committee (AC) is established to enhance Board of Director’s oversight capability over AT’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations.

Members:

Laurito E. Serrano - Chairman

Emilio S. De Quiros, Jr.

Jay Y. Yuvallos

Frederic C. DyBuncio

Gerard Anton S. Ramos

File Attachment:

application/pdf Audit Committee Charter

application/pdf Atlas Internal Audit Charter_Revised 12.31.2016 (Change Address)

The Corporate Governance Committee (CGC) is tasked to assist the Board of Directors in the performance of its corporate governance responsibilities including the functions and duties formerly assigned to the Nomination and Remuneration Committees.

Members:

Jay Y. Yuvallos - Chairman

Emilio S. De Quiros, Jr.

Fulgencio S. Factoran, Jr.

File Attachment:

application/pdf AT CCC Compensation Remuneration Committee Charter

application/pdf AT CCC Nomination Committee Charter

***Please note that the existing charters are still being revised to be consistent with the new Code of Corporate Governance and the same will be uploaded soon***

The Board Risk Oversight Committee (BROC) is responsible for the oversight of the enterprise risk management system to ensure its functionality and effectiveness.

Members:

Emilio S. De Quiros, Jr. – Chairman

Jay Y. Yuvallos

Laurito E. Serrano

***Please note that the BROC Charter is still being drafted and will be uploaded once approved***

The Related Party Transaction Committee (RPTC) is tasked with reviewing all material related party transactions of AT.

Members:

Jay Y. Yuvallos - Chairman

Laurito E. Serrano

Fulgencio S. Factoran, Jr.

***Please note that the RPTC Charter is still being drafted and will be uploaded once approved***