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Corporate Governance > Board Committees and Charters > Board Committee Charters > Corporate Governance Committee Charter

Corporate Governance Committee Charter

(As approved by the Board of Directors in May 2017)


The Board of Directors of Semirara Mining and Power Corporation has established a Corporate Governance Committee to assist in the performance of its corporate governance responsibilities with due regard to the SEC Code of Corporate Governance for Publicly-Listed Companies, Amended By-Laws, and pertinent regulatory rules.




1.1. The Corporate Governance Committee shall consist of at least three (3) members appointed by the Board of Directors, majority of whom shall be independent directors.


1.2. The Chairman of the Committee must be an Independent Director and shall be appointed by the members of the Committee.


1.3. The Committee Member’s term shall be for one year. Committee Members may be replaced at any time by a majority of the Board. 


1.4. All Committee Members must be Directors of the Board. A Member’s cessation as a Board Director means his automatic termination as a Committee Member.


1.5. Committee Members shall be entitled to committee membership per diem or fees.




The Committee’s duties and responsibilities shall be as follows:


2.1. Corporate Governance

2.1.1 Oversee the implementation of the corporate governance framework and periodically review the said framework to ensure that it remains appropriate in light of material changes to the corporation’s size, complexity and business strategy, as well as its business and regulatory environments.

2.1.2 Adopt corporate governance policies and ensure that these are reviewed and updated regularly, and consistently implemented in form and substance. 


2.2 Board Performance


2.2.1 Set good governance guidelines detailing responsibilities and performance expectations for Board Directors.

2.2.2 Develop and implement an annual or periodic evaluation process of the Board’s effectiveness and performance (including that of individual Board members).

2.2.3 Oversees the periodic performance evaluation of the Board and its committees, individual Board Directors, and senior executive management, and conducts an annual self-evaluation of the Committee’s own performance.

2.2.4 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;


2.3 Nomination and Selection


2.3.1 Determines the nomination and election process for the Company’s Directors and has the special duty of defining the general profile of Board members that the Company may need and ensuring appropriate knowledge, competencies and expertise that complement the existing skills of the Board;


2.3.2 Promulgate guidelines to govern the conduct of nomination of independent directors, new executive and non-executive directors, and other positions requiring appointment of the Board.


2.3.3 Be responsible for identifying, evaluating qualifications, skills and experience that are aligned to the Company’s strategy and accepting nominations of candidates for election as Board members and to fill Board vacancies as and when they arise, as well as considering issues of potential conflicts of interest for such candidates.


2.3.4 Make recommendations to the Board on the appointment of new executive and non-executive directors, including making recommendations to Board mix and balance between executive and non-executive directors appointed to the Board.


2.3.5 Set the terms of reference for qualifications and competencies of senior management officers, i.e. CEO, VPs, and which shall include strategic business acumen, financial & technical expertise, experience, professional ethics, and such other qualifications aligned to the Company’s strategy.


2.3.6 Review the qualification of senior management officers prior to movement, appointment or promotion, and approve final disposition thereof.



2.3.7 Retain or use professional search firms or other external sources when searching for candidates to the Board of Directors.  


2.4 Succession Planning


2.4.1 Undertake the responsibility for succession planning for the Board to ensure that positions are filled not just in terms of Board membership, but also Committee membership, Board and Committee Chairs and senior executive officer positions.

2.4.2 Make an annual report to the Board on executive succession planning which should include policies for Chairman and Chief Executive Officer (CEO) selection and succession in the event of an emergency or retirement.  The entire Board will work with the Committee to evaluate and nominate potential successors to the Chairman and CEO. 


2.4.3 Review periodically with the Chairman and CEO the executive succession plans relating to positions held by elected senior management officers.


2.5 Board Development


2.5.1 Recommend a Board and Director Development program which shall include orientation, continuing education/training programs, assignment to board committees, site visits, and/or Board retreat, among others;




3.1 Meetings of the Committee will be held as the Committee deems to be appropriate; however, the Committee should meet at least twice a year.  A meeting may be called, at any other time, by the Committee Chairman or any Committee Member when necessary.


3.2 The notice of each meeting of the Committee, confirming the venue, time and date and enclosing an agenda of items to be discussed, shall other than under exceptional circumstances, be forwarded to each member of the Committee at least five  (5) calendar days prior to the date of the meeting.


3.3 The quorum for decisions of the Committee shall be any two (2) members present and voting on the matter for decision.


3.4 The Chairman (or in his absence, an alternative member) of the Committee shall attend the Annual Shareholders’ Meeting and be prepared to answer queries concerning Committee-related oversight matters.




4.1  Unless varied by these terms indicated herein, meetings and proceedings of the Committee will be governed by the Company’s Articles of Incorporation regulating the meetings and proceedings of directors.


4.2 Minutes of the meetings shall be taken by the Committee Secretary.  Minutes of meetings shall be circulated to all the members of the Committee, and may also, if the Chairman of the Committee so decide be circulated to other members of the Board. Any director may, provided that there is no conflict of interest and with the agreement of the Chairman, obtain copies of the Committee’s minutes.


4.3 The Committee Chairperson shall report matters requiring the Board’s proper disposition and attention regularly.


4.4 The Committee shall prepare an annual report to the Board and shareholders for its performance of oversight duties during the year, describing the Committee’s composition, responsibilities and how they were discharged, and any other regulatory information.




The Board will ensure that the Committee will have access to professional advice both inside and outside of the Company in order for it to perform its duties.




6.1. The Committee shall review the adequacy or effectiveness of the Charter at least on an annual basis and recommend any proposed changes to the Board for approval. 


6.2 The Committee shall conduct an annual review of its own performance and take follow-up action as appropriate.