Home Corporate Governance Company Disclosures Investor Relations Corporate Info News 2021 ASM Contact Us Board Committees CORPORATE GOVERNANCE COMMITTEE Name Position 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. RESPONSIBILITIES 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. 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. 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. 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. © Copyright CEI 2021 - Crown Equities Inc.,. ALL RIGHTS RESERVED