SEC Form 20-IS - iRemit Global Remittance

Committees of the Board of Directors
In aid of good corporate governance, the Company’s Board created each of the following committees and
appointed members thereto from among themselves during the organizational meeting of the Board on July
29, 2011. Each member of their respective committees named below began holding office on July 29, 2011
and will serve until his successor shall have been duly qualified and elected.
Executive Committee
Except as provided in Section 35 of the Corporation Code, the Executive Committee has and
exercises all such powers as may be delegated to it by the Board. It acts on matters in
accordance with the authorities granted to it in case a full Board meeting cannot be convened.
The actions and decisions of the Executive Committee are reported to and are ratified by the
Board.
The Executive Committee is composed of the following: Mr. Armin V. Demetillo as Chairman, and
Messrs. Bansan C. Choa, Gilbert C. Gaw, Harris E. D. Jacildo, and Ben C. Tiu as Members.
Audit Committee
The Audit Committee is responsible for assisting the Board in its fiduciary responsibilities by
providing an independent and objective assurance to the Company’s management and
shareholders of the continuous improvement of the Company’s risk management systems and
business operations, and the proper safeguarding and use of the Company’s resources and
assets. It also ensures that the Board will take appropriate corrective action in addressing control
and compliance issues of the Company.
The Company’s Audit Committee shall have no less than three (3) members at least two (2) of
whom are Independent Directors, one of whom shall serve as the Committee’s Chairman. The
Committee reports to the Board and meets twice every month.
The Audit Committee is composed of the following: Mr. Gregorio T. Yu (Independent Director) as
Chairman, and Messrs. Bansan C. Choa, John Y. Tiu, Jr. and Harris E. D. Jacildo as Members.
Compensation and Remuneration Committee
The Compensation and Remuneration Committee is responsible for objectively recommending a
formal and transparent framework of remuneration and evaluation for the members of the Board
and the Company’s Executive Officers. The committee is also responsible for providing oversight
on the remuneration of the Executive Officers and other key personnel and for ensuring that
compensation is always consistent with the Company’s culture, corporate strategy and control
environment.
The Compensation and Remuneration Committee is composed of three (3) members of the
Board, one of whom is an Independent Director. The committee is composed of the following:
Messrs. Bansan C. Choa, Armin V. Demetillo and Gregorio T. Yu (Independent Director).
Nomination Committee
The Nomination Committee is responsible for implementing a process that ensures that all
Directors to be nominated for election at the Annual Stockholders’ Meeting are all qualified and
have none of the disqualifications for Directors as provided in the Company’s By-Laws and
Manual on Corporate Governance. The Committee provides the shareholders with an
independent and objective evaluation and assurance that the members of the Board will foster the
Company’s long-term success and competitiveness. The Nomination Committee is also
responsible for reviewing and evaluating the qualifications of all persons nominated to positions
requiring appointment by the Board and for assessing the Board’s effectiveness in directing the
process of reviewing and replacing Board members. The Committee is also responsible for
reviewing the qualifications of executives prior to movement, promotion, or hiring.
The By-Laws of the Company require that all nominations for Directors shall be submitted to the
Nomination Committee by any stockholder of record on or before January 30 of each year to
allow for sufficient time to assess and evaluate the qualifications of the nominees. All
nominations for Independent Directors shall be signed by the nominating stockholder and shall
bear the acceptance and conformity of the persons nominated.
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