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Board Committees and Charter

Executive Committee

This Committee reviews the detailed financial and operating performance of the Corporation and progress against the relevant AOP and Operating Targets. It also monitors the Corporation’s progress against key initiatives, pricing strategies and plans, sales and marketing plans, capital expenditure planning and key decisions on organizational structure and people.

The Executive Committee works with the CEO in identifying issues affecting the business of the Corporation and provides guidance to the CEO. The committee also coordinates with the CEO and his senior management team to formulate and develop the AOP prior to review by the Board. Finally, the Executive Committee enjoys and exercises all the powers of the Board during the intervals between Board meetings except for (i) approval of any action for which Stockholders’ approval is also required; (ii) filling of vacancies in the Board; (iii) amendment or repeal of the By-laws or the adoption of new by-laws; (iv) amendment or repeal of any Board resolution which by its express terms is not so amendable or repealable; (v) distribution of dividends to Stockholders; and (vi) such other matters as may be specifically excluded or limited by the Board, by the Corporation Code, or by the Corporation’s Articles of Incorporation or By-Laws.

Executive Committee

Yongsang You (Chief Executive Officer)
Khaled Metwalli (Chief Financial Officer)

Audit Committee

The Audit Committee assists the Board in the performance of its oversight responsibility for the financial reporting process, system of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations, including supervising the formulation of rules and procedures on financial reporting and internal control ensuring that the extent of Management’s responsibility in the preparation of financial statements vis-à-vis the responsibility of the external auditor is clearly stated, and that an effective system of internal control is maintained that will ensure the integrity of the financial reports and protection of the assets of the Corporation for the benefit of all its stockholders and other stakeholders.

It also checks all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements. It also performs oversight financial management functions specifically in the areas of managing credit, market, liquidity, operational, legal, and other risks of PCPPI, and crisis management. The committee also pre-approves all audit plans, scope, and frequency before the conduct of anexternal audit. Direct interface functions with the internal and external auditors shall also be performed by the committee as well as reviewing their submitted results.

The committee shall also review and approve all financial statements prior to the submission of the same to the Board for approval. The report shall focus on changes in accounting policies and practices, major judgmental areas, significant adjustments resulting from the audit, going concern assumptions, compliance with accounting standards, and compliance with tax, legal, and regulatory requirements.

The Audit Committee shall also endeavor to elevate to international standards the accounting and auditing processes, practices, and methodologies in accordance with applicable laws and regulations. It shall also develop a transparent financial management system that will ensure the integrity of internal control activities throughout PCPPI through a step-by-step procedures and policies handbook that will be used by the entire company. The committee shall also evaluate and determine the non-audit work of the external auditor along with a periodical review of the non-audit fees paid to the external auditor in relation to their significance to the total annual income of the external auditor and to PCPPI’s overall consultancy expenses.

The Audit Committee will disallow any non-audit work that will conflict with its duties as an external auditor or may pose a threat to its independence. The non-audit work, if allowed, shall be disclosed in PCPPI’s annual report.

Audit Committee

Rafael M. Alunan III (Independent Director)
Oscar S. Reyes (Independent Director)
Yongsang You (Director) 
Rizwan Qamar (Director) *Resigned as of August 10, 2018

Nomination Committee

The Nomination Committee shall screen and shortlist all candidates nominated to become a member of the board in accordance with the qualifications provided for in the Articles of Incorporation, By-Laws, Manual, applicable laws, regulations and resolutions, and rules passed or adopted by it. The shareholders and the board may disqualify nominees who, in the committee’s judgment, represent an interest adverse to or in conflict with those of PCPPI.

The committee shall also advise the board and shareholders whether the directors continue to be qualified from continuing as members. It shall also redefine the role, duties and responsibilities of the CEO or other members of senior management by integrating the dynamic requirements of the business in consultation with the executive committee.

Nomination Committee

Oscar S. Reyes (Independent Director)
Yongsang You (Director)
Rizwan Qamar (Director) *Resigned as of August 10, 2018

Compensation and Remuneration Committee

This committee shall establish a formal and transparent procedure for developing a policy on executive remuneration and for fixing the packages of corporate officers and directors. It will provide oversight over the remuneration of senior management and other key personnel ensuring that compensation is consistent with PCPPI’s culture, strategy, and business environment. It shall also designate the amount of remuneration which shall be in a sufficient level to attract and retain senior management and directors who are needed to run PCPPI successfully. A portion of the remuneration of executive directors may be structured or be based on corporate and individual performance.

The committee will also develop a Full Business Interest Disclosure Form as part of the pre-employment requirements of all incoming officers, which will compel all officers to declare all their existing business interests or shareholdings that may conflict in their performance of duties once hired.

This committee shall also disallow any director to decide his or her own remuneration. It will also provide information and proxy statements a clear, concise, and understandable disclosure of all fixed and variable compensation that may be paid to directors and top four (4) management officers for the previous fiscal year of PCPPI to the extent required by law or regulation. It will also review or cause the development of the existing Human Resources Development or Personnel Handbook, strengthen the provisions on conflict of interest, salaries, benefits policies, promotion, and career advancement directives as well as the compliance of personnel concerned with all the statutory requirements that must be periodically met in their respective posts.

Compensation and Remuneration Committee

Rafael M. Alunan III (Independent Director)
Oscar S. Reyes (Independent Director)
Yongsang You (Director)
Rizwan Qamar (Director) *Resigned as of August 10, 2018

PCPPI - Board Charter (2019)

This Charter of the Board of Directors of Pepsi-Cola Products Philippines, Inc. is issued by the
Board of Directors in accordance with its Articles of Incorporation, By-Laws, Manual on Corporate
Governance (and any amendments thereto), Securities and Exchange Commission Memorandum
Circular No. 19, Series of 2016, otherwise known as the Code of Corporate Governance for
Publicly-Listed Companies, and other applicable laws, rules and regulations.


The Board promulgates this Charter, which formalizes and clearly states the Board’s roles,
responsibilities, and accountabilities in carrying out its fiduciary duties, to ensure that Board
authority is kept within the powers of the Company, as prescribed in its Articles of Incorporation
and By-Laws, and in applicable laws, rules and regulations.

PCPPI - Audit Committee Charter (2019)

The Audit Committee
The Board of Directors of the of Pepsi-Cola Products Philippines, Inc. constituted the Audit
Committee pursuant to Article III, Section 10 of the Amended By-Laws and Manual of Corporate
Governance, to enhance its oversight capability over the company’s financial reporting, internal
control system, internal and external audit processes, and compliance with applicable laws and
regulations.


The Audit Committee Charter
The Audit Committee, with the approval of the Board of Directors, promulgates this Charter
stating its objectives, duties and functions, membership and organization, reporting process,
resources, and other relevant information, as well as the standards for its performance evaluation,
pursuant to and in compliance with Securities and Exchange Commission Memorandum Circular
No. 19, Series of 2016, otherwise known as the Code of Corporate Governance for Publicly-Listed
Companies, and the Corporate Governance Manual.

PCPPI Nomination and Governance Committee Charter (2019)

The Nomination and Governance Committee
The Board of Directors of the Pepsi-Cola Products Philippines, Inc. constituted the Nomination
and Governance Committee pursuant to Article III, Section 10 of the By-Laws and Manual on
Corporate Governance, to assist the Board with (a) corporate governance responsibilities,
and (b) the determination of the nomination process for the election or appointment of
directors and officers.


The Nomination and Governance Committee Charter
The Nomination and Governance Committee, with the approval of the Board of Directors,
promulgates this Charter stating its objectives, duties and functions, membership and
organization, reporting process, resources, and other relevant information, as well as the
standards for its performance evaluation, pursuant to, and in compliance with the Securities
and Exchange Commission Memorandum Circular No. 19, Series of 2016, otherwise known
as the Code of Corporate Governance for Publicly-Listed Companies, and the Corporate
Governance Manual.

PCPPI - Compensation and Remuneration Committee Charter (2019)

The Compensation and Remuneration Committee
The Board of Directors of the Pepsi-Cola Products Philippines, Inc. constituted the Compensation
and Remuneration Committee pursuant to Article III, Section 10 of the By-Laws and the Manual
on Corporate Governance, to assist the Board in the determination of executive compensation
and remuneration.


The Compensation and Remuneration Committee Charter
The Compensation and Remuneration Committee, with the approval of the Board of Directors,
promulgates this Charter stating its objectives, duties and functions, membership and organization,
reporting process, resources, and other relevant information, as well as the standards for its
performance evaluation, pursuant to and in compliance with Securities and Exchange Commission
Memorandum Circular No. 19, Series of 2016, otherwise known as the Code of Corporate
Governance for Publicly-Listed Companies, and the Corporate Governance Manual.