Board committees` accomplishment report

CLARK INTERNATIONAL AIRPORT CORPORATION
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
COMMITTEE ACTIVITIES 2014
Review, recommend changes and approve lnternal
Audit Charter covering its mandate, functions, scope,
planning and reporting.
Periodically review, evaluate and approve the
conduct of non-audit services of the lnternal Audit as
requested by management if there is any.
OisCuss, evaluate and resolve with the lnternalAudit
any sig nificant d ifficulties, interference,
disagreements with management or scope
restrictions or limitations encountered in the conduct
of audit activities.
lnstruct and direct internal audit to conduct
special/priority audit and/or investigation on issues
reouirino attention and as required by the Board.
Review lnternal Audit's findings and
recommendations as a result of regular and special
audit and/or investigations and evaluate timing,
adequacy and effectiveness of management's
correction, corrective and/or preventive actions in
addressinq internal control and compliance issues.
Review and evaluate accomplishment report of
lnternal Audit and recommend improvement thereof.
Review and evaluate internal audit's table of
organization vis a vis the internal audit activities, roles
and responsibilities and make recommendations to
Review and make recommendations on the
qualification standards of internal audit staff and
officers in case of selection and hiri
HolC meeting regularly with authority to convene
additional meetinqs, as circumstances require.
Review and assess the adequacy of the Committee's
charter, requesting board approval for proposed
changes and ensure appropriate disclosures es may
ired bv law or requlation.
t
Continuafwr: COMMTTTEE ACTtVtTt ES
201 4
Prepared by:
s. cRUz
Audit Officer
Approved:
Committee
JOSE MA.
Read a
Member
- Audit qommittee
SECRETARY'S .{]ERTIFICATE
I, PERLITA M. SAGMIT, the duly elected Corporate Secretary of Clark
International Airport Corporation (CIAC), a corporation duly organized and
existing under the laws of the Republic of the Philippines with office address at
Executive Office Building, Civil Aviation Complex, Clark Freeport Zone,
Pampanga, after having been duly sworn to in accordance with law, hereby
cerlify, that at the 6th Regular Meeting of the Board of Directors of the said
corporation held on 17 July 2008, the following resolution was unanimously
approved:
Resolution No. RM-07-05, Series o.f 2008
"RESOLVED THAT, the following revised composition of
the Audit Committee, be A'!.PROVED, as it is hereby
APPROVED."
Chairman
Members
Chairman Nestor S. Mangio
Dir. Jesus S. Nicdao
Dir. Alfonso G. Cusi
Dir. Maximo L. Sangil
Adviser Aloysius R. Santos
"RESOLVED FURTHER THAT, the entitlement to per
diem including the Secretariat in the amount of Php4,000, be
APPROVED, as it is hereby APPROVED."
"RESOLVED FINALLY THAT, the Audit CommitLee
Charter hereto attached as Annex " A", be APPROVED, as it is
hereby APPROVED."
In wituress whereof, I hereby sign this instrument this
2008 at Clark Freeport Zor.e, Philippines.
.,da1-
/mswordirncbsd
6th
day of October
CLARK INTERIIIATIONAL AIRPORT
GORPORATION
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AUDIT GOMMT
CHARTER
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MANDATE
To assist the board of directors in fulfilling its oversight functions of monitoring
compliance with laws, rules, and regulations of the corporate processes which
includes the management reporting system, the internal control system, risk
management system and the audit process.
AUTHORITY
The Audit Committee has authority to conduct or authorize investigations into,,any
matters within its scope of responsibility. lt is empowered to:
'
'
'
Approve all auditing and non-auditing services of the lnternal Audit D.pp'idment
Seek any information it requires from-employees-all of whom .a6 Uiit'|teO to
cooperate with the committee's requests.
Meet with corporate officers, COA Auditor, or outside counsel, aq necessary.
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FUNCTIONS
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The Audit Committee shall carry out the following funclignqt
.:
a.
Provide oversight of the internal audit functioH.'
ffre
oversight activities shall
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.
.
.
'
Review and approve the internalaudji oharter;
Review and approve the annual'internal audit plan;
Review audit results;
Approve the conduct of non-audit services of the lnternal Audit Department as
requested by managemffil,',
Approve the removal&--C*ka'nsfer of the head of the lnternal Audit Department;
Ensure that that the internal auditors shall have free and full access to all the
corporation's reqords, properties and personnel relevant to the internal audit
'
'
activity,
'
*..,.
Ensure that the [nternal Audit Department should be free from interference in
determininU.,the scope of internal audit examinations, performing work, and
co m q q,.1'i$atih g res u lts
;
b.
Euq,{}e"ts
the adequacy and effectiveness of CIAC's internal control and
risk
m,aBEge*ment systems
nt
J.',1.',..t:.,"i'r
p-
-Bdview operations or programs to ascertain whether results are consistent with
objectives and goals.
ffi"rcttablished
*
d. Evaluate the quality of performance of departments, offices or individuals in
carrying out their assigned responsibilities.
e'
Review COA annual audit report including audit memorandum and ensure that
management is taking appropriate actions in a timely manner,
.*fu
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f.
Review legal and regulatory matters that may have a material impact on the
financial statements, related CIAC's compliance policies, programs, and reports
received from regulatory agencies.
g
Ensure that identified irregularities in the CIAC's operations are thoroughly
investigated and that recommended corrective and/or punitive actions are taken
h.
Reporting responsibilities.
.
.
Report to the Board about committee activities, issues, and relafgd
recommendations, as the Committee may deem appropriate.
Reporl annually to the stockholders, describing the committee's compositibn,
responsibilities and how they were discharged, and any other infoimation
including non-audit services undertaken by the internal auditors.
I'
i.
Other
functions:
i,
.
.
'
.
Provide an open avenue of communication between-i
af auditor, COA
., 1
auditor, and the board of
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Review any other reports that the corporation issues that relate to committee
responsibilities.
Perform other activities related to this charter and as requested by the board
of
,,i .,,, :l
Review and assess the adequacy,,"qf i,Jhe' committee charter annually,
requesting board approval for propose-Q,.o-llanges, if any.
directors
directors
coMPostloN
AND TERM oF oFFrcE
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The Audit Committee shall consiroffi at least three (3) Board members preferably
with accounting and financq"'S*lhffiround, one member shall be an independent
director. The members shall'':' tppointed by the Board of Directors for a term of
one (1) year, unless otherwise, extended. The Audit Committee shall be composed
.,u:=
of the
following:
Chairman
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Memberq,,='rj'
Chairman of the Board
1 independent director and 1 dependent director
Any vacanc{.=e,fourring in the Audit Committee shall be filled by the appointment of
of the Board
,n.
"ni1pn
A me.rffir of the Audit Committee may be removed only by a majority vote of the
ets of the Board present in a meeting called for the purpose.
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.wlEETING
AND REMUNERATION
The Audit Committee shall hold meeting at the convenient time and place, adopt
rules of proceedings considered appropriate and necessary. The Audit Committee
shall meet at least once in a month with authority to convene additional meetings, as
circumstances require and entitle to reasonable per diem as approved by the Board.
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SECRETARIAT
A representative from the CIAC lnternal Audit Department shall be assigned to act
as the Secretary of the Audit Committee He/She shall be responsible in taking the
minutes of meetings and'coordinate with the Office of the Board Secretariat in the
discharge of his/her functions and entitle to per diem similar to those granted to
Board Committee Secretariat.
The CIAC lnternal Audit Department shall provide technical and administrative
support to the Audit Committee The head of the lnternal Audit Department o;his
duly authorized representative shall act as resource person for every meetlp;i+e,;$S
requested.
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BUSI N ESS DEVELOPM ENT COM M ITTEE
Lrsr oF AGENDA ITEMS/ ACTTVTTTES FOR
cY 20L4
1,.
2.
1ST
COMMTTTEE MEETTNG -AUGUST 29,201.4
a.
Consultative Forum
Transportation
2ND
CoMMITTEE MEETING
a.
Presentation of CIAC Marketing lssues
on Clark lnternational Airport with the Committee
-
NOVEMBER 11, 2014
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BTE$I'ENIDO O. MANGA
Member
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Corporate Office Bldg., Civil Aviation Complex, Clark Freeport Zone, Pampanga, Philippines 2023
Telephone Nos. 1+63 451 599-2888 to 97 / Fax No. (+ 63 45) 599-2044 / http://www.clarkairport.com
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BUSINESS DEVETOPMENT & FINANCE COMMIfiEE
ttsr oF AGENDA ITEMS/ ACTTVTflES FOR
cY 2014
1,.
2.
MEETTNG
a.
b.
c.
d.
Presentation
Presentation
Presentation
Presentation
of CRK & NAIA Comparative Report
of Marketing Related Activities
of the Financial Report for the year ending December 3L,2OL3
of Updates on Asian Aerospace Receivables
2No
CoMMITTEE MEETTNG
a. Presentation
3.
- FEBRUARY 27,zoLl
lsrcoMMtrrEE
3RD
coMMtrrEE
-
ApRtL 30,2oL4
CIAC Operations Report as
MEETTNG
-
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CY2O14
MAY og,zoL4
a. Presentation of CIAC 1't QTR Financial Report
b. Presentation of COA Audit Observation &
Recommendation
for the
CY2013
Transactions
4.
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coMMtrrEE
a. Presentation
MEETTNG
-
JULY 10, 2014
of CIAC Marketing Communication Campaign
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NOTE:
Duringthe l0 July 2014 dh Regular Board Meeting of theCIAC Board of Directors, thefollowing
res ol tdion w a s approved
:
Resdution No. RM-0G07, Series of 2014
'RESOLVED, that the recommendation to divide the Business Development
and Finance Committee asfollows:
i. Buiness Development Committee; and
ii. FinanceCommittee
be
APPROVED, as it is hereby APPROWD,"
Corporate Office Bldg., Civil Aviation Complex, Clark FreeportZone, Pampanga, Philippines 2023
Telephone Nos. 1+63 451 599-2888 to 97 / Fax
I',1o.
(+ 63 45) 599-2044 / http://www.clarkairport.com
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BOARD FINANCE COMMITTEE
LrsT oF AGENDA rTEMS/ACTTVTTTES FOR CY 2OL4
1.
- JULY 28,2014
lsr CoMMITTEE MEETING
a.
Presentation of CIAC 2nd Quader Financial Report
2. 2ND coMMITTEE MEETING
a.
3.
Presentation and Approval of the Financial Targets for CIAC's
Performance Scorecard to be submitted to the Governance Commission
on Government Owned and Controlled Corporations (GCG)
-
CoMMITTEE MEETING
3RD
a.
b.
b.
ocroBER 03, 2oL4
Presentation of the Status of Trade Receivables as of August 3I, 20t4
Discussion of Asian Aerospace Corporation's letter on the settlement of
its outstanding receivables
-
4. 4rH CoMMITTEE MEETING
a.
- AUGUST 2q 2ot4
ocroBER 20, 20l.+
Discussion (continuation from last meeting) and Final Resolution on
Asian Aerospace Corporation's letter on the settlement of its outstanding
receivables
Discussion on the Integration of Terminal Fee on Airline Ticket of Qatar
Ainruays
c. Discussion
d.
on the Continuance or Discontinuance of the Grant of
Honoraria to Various Government Agencies rendering Services at CIAC
Approval of the renewal of the Php 120.0M Shott Term Loan facility with
Landbank of the PhiliPPines
coMMrfiEE
5. 5rH
a.
MEETING
- DECEMBER 17, 2oL4
Approval of the CIAC 2015 Corporate Operating Budget
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Chairman
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JOSE MA.
Member
Corporate Office Bldg., CivilAviation Complex, Clark Freeport Zone, Pampanga,
Telephone Nos. (+63 45) 599-2888 lo97 lFax No. (+ 63 45) 599-2044 lnttp://www.clarkairport.com
ippines 2023
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FRASTRUCTU RE COM M ITTEE
MAI{DATE
To assist the Board of Directors in setting the direction for Clark lnternational Airport to be the
premier world-class airport of the Philippines by 2O20; the secondary airport of choice by
2A17; and a competitive aviation services center in the Asia Pacific Region by 2015.
AUTHORITY
The lnfrastructure Committee has authority to supervise and monitor major infrastructure
projects from conceptual design up to actual construction.
FUNCTIONS
The lnfrastructure Committee shall carry out the following functions:
1. To formulate the
to implement, design and construct the
the
Premiere Gateway Terminal of
Clark lnternational Airport on a given
guidelines on how
timeframe.
2. To recommend to the
CIAC Board policies, programs and projects concerning
infrastructure development consistent with the CIAC Master Development Plan.
3. To supervise and monitor the preparation of the feasibility study, detailed
engineering design and construction of the Budget Terminal including the review of
the CIAC Master Development Plan.
4. To supervise and monitor the
preparation of the conceptual design, detailed
engineering design and construction of the Premiere Gateway Terminal.
5.
To supervise and monitor the implementation of the design and development of
the Logistics Area and other aviation related facilities consistent with the CIAC
Master Development Plan.
6.
To monitor the implementation of various CIAC infrastructure projects.
7. Toperformotheractivitiesrelatedtothischarterandasrequestedbytheboardof
directors.
8.
To review and assess the adequacy of the committee charter an
board approval for proposed changes, if any.
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Corporate Office Bldg., CivilAviation Complex, Clark Freeport Zone, P
Telephone Nos. (+63 45) 599-2888 to 97 / Fax No. (+ 63 45) 599-2044 /
COMPO5ITION AND TERM OF OFFICE
The lnfrastructure Committee shall consist of at least four (4) Board members preferably
with aviation related background, finance/banking background and/or project management
background. One (1) member shall come from Civil Aviation Authority of the philippines
{CAAP). The members shall be appointed by
the Board of Directors for a term of one (L)
year, unless otherwise, extended. The lnfracom Committee shall be composed of the
following:
Chairman
Member
Member
Member
-
Appointed by the Board
Appointed by the Board
Appointed by the Board
Representative from CAAP
Any vacancy occurring in the lnfrastructure Committee may be filled only by the
appointment of a replacement by Chairman of the Board.
A member of the lnfrastructure Committee may resign or maybe removed only by a
majority vote of the members of the Board present in a meeting called for the purpose.
MEETI NG AND REMUNERATION
The lnfrastructure Committee shall adopt rules of proceedings considered appropriate and
necessary. The lnfrastructure Committee shall meet at least once every two months with
authority to convene additional meetings, as circumstances require and entitled to
reasonable per diem as approved by the Board.
SECRETARIAT
A representative from the CIAC Engineering and Maintenance Department shall be assigned
to act as the Secretary of the lnfrastructure Committee. He/she shall be responsible in
taking the discharge of his/her functions and entitled to a per diem allowance similar to
those granted to the Board Committee Secretariat.
The CIAC Engineering and Maintenance Department shall provide technical
and
administrative support to the lnfrastructure Committee, The head of the Engineering and
Maintenance Department or his duly authorized representative shall act as resource person
for every meeting as requested.
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BEDA B. BADIOLA
Member
Member
IAND PRESERVATION AND AI/IATION SAIETYAND
SECURTTY COMMITTEE CHARTEN
MANDATE
The Land Preservation, Aviation Security and Safety Committee has been established to assist the
CIAC Board of directors in determining the security reguirements of the Clark lnternational Airport
Corporation (CIAC) in order to satisfy Stahdards and Recommended Practices of the tnternational
Civil Aviation Organization to indLlde the preservation gf CIAC assets which is presently threaten by
the presence of the infor.malsettlers in its area of jurisdiction.
AUTHORIW
The Committee as authorized by the CIAC Board shall conduct assessment / study of the CRK Civil
Aviation Security implementation and its needs, taking into consideration current security threat.
FUNCTIONS
1.
The Committee shall carry out the followingfunctions:
'
Determine the requirements of the CIAC Security Department in compllance with
'
To enhance aviation security implementation through the development and
dissemination of progressive and proactive adrninistrative and operational
the
r
.
ICAO Standards and Recommended Practices;
practices;
the CIAC Board in coming up with a holistic development program for
security, in order to appropriately address security threat$ and risks within the
context of airport operations, environment risk , and the potential impact of a
Assist
security incident; and
Review all legal aspects of security implementation and adopt best practices that
will ensure compliance with applicable regulations, legislations, standards and
other requirements.
2.
Reporting Responsibilities:
I
Report
to the CIAC Board the committee activities,
issues and related
recommendations as the Committee may deem appropriate.
3.
Other functions:
r
r
Review any other reports thet the corporation issues
responsibilities;
that relate to committee
Perform other activities related to this charter and as requested by the C|AC Board
of Dlrectors; and
Review and assess the adequacy of the Committee Charter annually, and requests
board approval for any proposed changes, if any.
4.
Composition and Terms of Office:
The committee shall consist of at least thre€ (3) CIAC Board members preferably with good
understanding and exposure on Avhtion Security
or other related security
management
background. The members shall be appointed by the Board of Directors for a term of one (1)
year, unless otherwise extended. The Land Preservation and Security Comrrrittee shall
compose of the following:
Chairman: Dir. Beda Badiola
Members: Dir, Jose Angel Honrido
Dir. Reynaldo L. Catacutan
Any vacancy in the committee shall be filled by the appointrnent of the Chairman of the
Board.
A member of the committee may be removed only by a majority vote of the members of the
Board present in a meeting called for the purpose.
5.
Meeting and Remuneration:
The Land Preservation and Securis Committee shall hold its meeting at a time and place
convenient to all its members. The committee shall meet at least once a month or as the
need arises with authority to convene additional meetings, and be entitled to reasonabtre per
diem as approved by the CIAC Board.
6.
Secretariat:
A representative from the Aviation Security Department shall be. assigned to act as the
Secretary of the Land Preservat'ron and Security Committee. The seuetary shall he
responsible in taking the minutes of the meetings and coordinate with the office of the
Board Secretariat in the discharge of hislher functions and entitle to per diem similar to
those granted to Board Committee Secretariai.
The Aviation Security Department shall provide technical and adminlstrative support to the
Land Preservation and Security Committee. The Manager, Aviation Security Department or
his authorized representative shall act as resource persofl for every meeting, as requested.
Prepared by:
Approved by:
F^tt'/ /rJ&
/ BEDA B. BADIOTA
JOSE AHGELA" HONRADO
Chairman
Member
Member