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Transcript of GLOBE TELECOM, INC.corporate- TELECOM, INC. ... A soft file copy of the harter is available in the...

  • GLOBE TELECOM, INC.

    AUDIT and Related Party Transactions (RPT)

    COMMITTEE CHARTER

  • 2

    Contents Page

    Introduction

    3

    Purpose/Mission 4

    Authority 5

    Audit and RPT Committee Membership 6

    Roles and Responsibilities 7

    Meetings 18

    Audit and RPT Committee Report to the Board of Directors 19

    Performance Evaluation and Continuous Improvement 20

    Functional and Secretariat Support 21

  • 3

    Introduction: The Audit and Related Party Transactions (RPT) Committee Charter (the Charter) defines clearly the purpose/mission, authority, composition, oversight function and responsibility of the Audit and RPT Committee of the Board of Directors (the Board) of Globe Telecom, Inc. (Globe) in upholding strong corporate governance that supports Globes long term success aligned with the corporate objectives set by the Board and the best interest of its stockholders and stakeholders. The members of the Audit and RPT Committee shall review the Charter, at least annually, focusing on the relevance and appropriateness of all its provisions, with reference to Globes Manual of Corporate Governance and in compliance with legal and regulatory requirements for publicly-listed companies. Any revisions made in the Charter are approved by all members of the Audit and RPT Committee and are subject to final approval of the Board. A soft file copy of the Charter is available in the corporate governance section of Globes official website

    www.globe.com.ph , accessible to the public.

    http://www.globe.com.ph/

  • 4

    Purpose/Mission: To support the Board in the discharge of its functions, primarily on internal controls, risk management, material related party transactions (RPTs) and other key corporate governance matters, it is the policy of Globe to constitute and maintain a competent and working Audit and Related Party Transactions (RPT) Committee with fiduciary roles, responsibilities and accountabilities. These will be defined in an Audit and RPT Committee Charter (the Charter) approved by the Board and made known to all shareholders and stakeholders of Globe. The Audit and RPT Committee shall provide assistance to the Board in fulfilling its purpose to maximize

    Globes long-term success and create sustainable value for its shareholders and stakeholders by carrying

    out the Committees oversight responsibility relating to Globes:

    Financial statements and disclosures, financial reporting principles, process, policies and systems;

    Internal Controls;

    External/independent auditors;

    Internal Audit function;

    Risk Management; and

    Compliance with relevant legal, regulatory and corporate governance requirements

    To demonstrate full commitment in fulfilling its roles and responsibilities, all members of the Audit and

    RPT Committee of the Board shall:

    Exemplify high ethical standards and exercise objective and independent judgment in the discharge

    of its function, always with due consideration to the interests and rights of Globes shareholders and

    stakeholders as established by laws and contractual relations and obligations.

    Devote the time and attention required to perform its duties and responsibilities, including sufficient

    time to be knowledgeable of Globes business.

    Maintain free and open communication with Globes Management, external/independent auditors, internal auditors and the Board.

    Globes Management is responsible for the day-to-day operations of the organization. This includes,

    among others:

    1. Ensuring the integrity of Globes financial statements, reporting and disclosures;

    2. Establishing and maintaining an adequate and effective system of internal controls; and

    3. Operating an effective risk management process, risk management strategies, policies and systems.

    The external/independent auditors are directly responsible to the Audit and RPT Committee in helping ensure the integrity of Globes financial statements. The internal auditors help the Audit and RPT Committee identify the risks, controls and financial

    reporting issues through the continuous review of the effectiveness of Globes risk management,

    internal controls and corporate governance processes.

  • 5

    Authority: The Audit and RPT Committee has the authority to:

    1. Request reports or information from Management relevant to the agenda set in every Audit and RPT Committee meeting, in accordance with the Charter.

    2. Challenge, inquire and/or probe on reports submitted and representations made by Management, external/independent auditors, the Chief Audit Executive, and external consultants.

    3. Appoint, compensate and oversee the work of the public accounting firm contracted by Globe as

    external/independent auditor to conduct the audit/review of Globes annual financial statements in

    connection with the statutory and regulatory requirements. This firm will report directly to the

    Audit and RPT Committee.

    4. Facilitate discussions and resolve any disagreements between Management and the

    external/independent auditor regarding financial reporting and disclosures.

    5. Direct the Internal Audit function.

    6. Retain independent consultants, subject matter experts or other professionals to advise the Audit

    and RPT Committee or assist in the conduct of an investigation, when necessary, without the

    permission of Management. The Audit and RPT Committee shall be provided with the needed

    resources to support its work.

    7. Seek any information it requires from employees (all of whom are directed to cooperate with the

    Audit and RPT Committees requests) and/or external parties relevant to the discharge of its

    function.

    8. Meet with Globes Chief Audit Executive, Management, external/independent auditors, or external

    consultants, as often as necessary, to discuss any issue arising from the audit process.

  • 6

    Audit and RPT Committee Membership: In accordance with Globes Manual of Corporate Governance (MCG):

    1. The Audit and RPT Committee shall be appointed by the Board of Directors from among their

    members, as supported by an approved Board Resolution.

    2. The Audit and RPT Committee shall be composed of such number of members as the Board may

    designate, but in no case less than three (3) members, majority of whom shall be Independent

    Directors including its Chairman; a director who has no executive responsibility and does not

    perform any work related to the operations of Globe, including its subsidiaries, affiliates and special

    purpose entities.1

    Majority of the members of the Audit and RPT Committee should be independent of Management and the controlling shareholders, free from any business or other relationship, with no direct or indirect control over Globe, its directors, Management, shareholders and related interests, including such other person(s) or juridical entity that may pose a potential conflict of interest(s), of Globe, its subsidiaries, affiliates and special purpose entities, which, in the opinion of the Board of Directors, would interfere significantly with the exercise of objective and independent judgment in carrying out the functions of the Audit and RPT Committee.1

    3. Members of the Audit and RPT Committee shall elect a Chairman of the Committee who should be

    both a non-executive director and an independent director. The Chairman of the Audit and RPT

    Committee cannot be the Chairman of the Board or of any other committees of the Board.2

    4. The Chairman of the Audit and RPT Committee shall be responsible for ensuring the effective

    interaction among the Audit and RPT Committee members and with Management and the internal

    and external/independent auditors.

    5. Each member of the Audit and RPT Committee shall have an adequate working knowledge,

    experience and/or expertise that is relevant to Globes operations and financial management

    systems and controls; and in particular, an understanding of accounting and auditing principles, and

    Globes regulatory environment, to enable, individually and collectively, effective discharge of its

    roles and responsibilities.

    6. For first-time members of the Audit and RPT Committee, copies of the Audit and RPT Committee

    Charter and Internal Audit Charter will be provided, together with an orientation conducted by the

    Chief Audit Executive covering, at minimum, the following:

    Globe Group ownership structure, subsidiaries, joint ventures and associates

    Globe Organization

    Globe Internal Audit Department key responsibilities, annual audit planning process, annual

    work plan, overall audit report rating framework and audit issue rating framework

    1Based on SEC CG Code for PLCs Definition of Terms for Non-Executive Director, Independent Director and Related Party. 2Source: SEC CG Code for PLCs, Principle no. 3, Establishing Board Committees, Recommendation no. 3.2.

  • 7

    Roles and Responsibilities: To support the Board in the optimal performance of its roles and responsibilities, the Audit and RPT Committee is expected, through the provision of checks and balances, to oversee Globes financial reporting and disclosures, audit, risk management, material RPTs and other key corporate governance matters, acting on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and all shareholders3. Specifically, the Audit and RPT Committee shall be responsible for the foll