Corporate Governance

Board Committees

AUDIT COMMITTEE

This Audit Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Audit Committee (the “Committee”) of Universal Robina Corporation (the “Company”), and the procedures which guide the conduct of its functions.

The purpose of the Audit Committee is to provide oversight over the Company’s financial reporting, Internal Control System, Internal and External Audit processes, and monitor compliance with applicable laws and regulations. The Committee shall ensure that systems and processes are put in place to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of business operations, and proper safeguarding and use of the Corporation’s resources and assets.

AUDIT COMMITTEE

  1. Wilfrido E. Sanchez (ID) - Chairman
  2. James L. Go (ED) - Member
  3. Lance Y. Gokongwei (ED) - Member
  4. Johnson Robert G. Go, Jr. (NED) - Member
  5. Irwin C. Lee (ED) - Member
  6. Cesar v. Purisima (ID) – Member

Download: Audit Committee Charter

CORPORATE GOVERNANCE COMMITTEE

This Corporate Governance Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Corporate Governance Committee (the “Committee”) of Universal Robina Corporation (the “Company”), and the procedures which guide the conduct of its functions.

The purpose of the Corporate Governance Committee is to oversee the development and implementation of Corporate Governance principles and policies. The Corporate Governance Committee shall recommend a formal framework on the nomination, remuneration and evaluation of the performance of the Directors and key Management Officers to ensure that this framework is consistent with the Corporation’s culture, strategies and the business environment.

CORPORATE GOVERNANCE COMMITTEE MEMBERS

  1. Lance Y. Gokongwei (ED) - Chairman
  2. James L. Go (ED) - Member
  3. Johnson Robert G. Go, Jr. (NED) - Member
  4. Irwin C. Lee (ED) - Member
  5. Wilfrido E. Sanchez (ID) - Chairman

Download: Corporate Governance Committee Charter

BOARD RISK OVERSIGHT COMMITTEE

This Board Risk Oversight Committee Charter (this “Charter”) establishes the purpose, qualifications and membership, structure and operations, duties and responsibilities of the Board Risk Oversight Committee (the “Committee”) of Universal Robina Corporation (the “Company”), and the procedures which guide the conduct of its functions.

The purpose of the Board Risk Oversight Committee is to oversee the establishment of Enterprise Risk Management (ERM) framework that will effectively identify, monitor, assess and manage key business risks. The risk management framework shall guide the Board in identifying units/business lines and enterprise-level risk exposures, as well as the effectiveness of risk management strategies. The Committee shall be responsible for defining the Company’s level of risk tolerance and providing oversight over its risk management policies and procedures to anticipate, minimize, control or manage risks or possible threats to its operational and financial viability.

BOARD RISK OVERSIGHT COMMITTEE MEMBERS

  1. Lance Y. Gokongwei (ED) - Chairman
  2. James L. Go (ED) - Member
  3. Johnson Robert G. Go, Jr. (NED) - Member
  4. Irwin C. Lee (ED) - Member
  5. Cesar V. Purisima (ID) - Chairman

Download: Board Risk Oversight Committee Charter