Board Committees

 

The Board of Directors shall constitute the proper committees to assist in good corporate governance.
 

 

Executive Committee

 

The Executive Committee is composed of four (3) members of the Board including the Chairman. The committee has the authority to make decisions through a majority vote of all its members as may be delegated to it by majority vote of the Board except on concerns not within its power or those that require the participation of the stockholders or of the Board. Further, the committee ensures that the decisions made are being carried out by the company.
 

Cityland Development Corporation

Dr. Andrew I. Liuson

Chairman

Mrs. Grace C. Liuson

Member

Mr. Josef C. Gohoc

Member

 


City & Land Developers, Incorporated

Dr. Andrew I. Liuson

Chairman

Mrs. Grace C. Liuson

Member

Mr. Josef C. Gohoc

Member

 

 

The detailed roles and responsibilities of the Executive Committee are discussed in the Company’s Manual on Corporate Governance. See attached link for the said Manual.

 

Audit and Risk Committee

The Audit and Risk Committee consists of three (3) directors with an independent director as the chairman.

The Audit and Risk Committee's main function is to assist 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.

 


Cityland Development Corporation
 

Mr. Peter S. Dee 

Chairman/Independent Director

Mr. Benjamin I. Liuson

Member

Mrs. Grace C. Liuson 

Member



City & Land Developers, Incorporated
 

Mr. Peter S. Dee

Chairman/ Independent Director

 

Dr. Andrew I. Liuson

Member

Mrs. Grace C. Liuson

Member


 

Audit and Risk Committee Charter

 

This serves as the guide of the Audit and Risk Committee in the performance and exercise of its functions and responsibilities.
 


 

Corporate Governance Committee

The Corporate Governance Committee is composed of three (3) members with an independent director as the chairman. This committee assists the Board in the performance of its corporate governance responsibilities, including the functions that were formerly assigned to the Nomination Committee and Compensation and Renumeration Committee.


Cityland Development Corporation
 

Mr. George Edwin Y. SyCip

Chairman/Independent Director

Bp. Eduardo C. Villanueva

Member/Independent Director

Dr. Andrew I. Liuson

Member



City & Land Developers, Incorporated
 

Mr. Cesar E.A. Virata

Chairman/ Independent Director

Dr. Andrew I. Liuson

Member

Mr. Benjamin I. Liuson

Member


 

The detailed roles and responsibilities of the Corporate Governance Committee are discussed in the Company’s Manual on Corporate Governance. See attached link for the said Manual.

 

 

Audit and Risk Committee Report on Internal Control, Accountability and Audit

 

The Board is primarily accountable to the stockholders of the Company. It should provide them with a balanced and comprehensible assessment of the corporation's performance, position and prospects on a quarterly basis, including interim and other reports that could adversely affect its business, as well as reports to regulators that are required by law.

The Audit and Risk Committee in the performance of its oversight functions, provides the Board with a review and evaluation of the organizational and operational controls.

The Management, under the supervision of the Audit and Risk Committee formulates the rules and procedures in financial reporting and control.

The Audit and Risk Committee also provides oversight to the internal and external audit functions and ensures that the internal and external auditors act independently from each other.

Internal Audit and Control


An internal audit function is established by the Board which is a separate unit in the Company and overseen by the Audit and Risk Committee and the Management. This reasonably assures the Board, Management and stockholders that its key organizational and operational controls are faithfully complied with.

The Internal Audit Department submits an annual internal audit plan to the Audit and Risk Committee, subject to approval, to ensure its conformity with the objectives of the Corporation. It also reports to the Audit and Risk Committee and Management the results of their review of the organizational and operational controls in conformity with the approved audit plan every quarter of the year.

The internal audit, control and compliance system for the year 2020 is evaluated to be sound, in place and working effectively as attested by the Management through its President and the Internal Audit Department head, Mrs. Dorothy U. So.


 

External Audit


The Audit and Risk Committee assists the Board in the recommendation to the stockholders of the proposed external auditors duly accredited by the SEC who shall undertake an independent audit of the corporation. It ensures the competence of the external auditors and provides oversight over them.

Prior to the commencement of the audit, the Audit and Risk Committee discuss with the external auditor the nature, scope and expenses of the audit to ensure compliance with laws and regulations and the integrity of financial reporting.

The financial statements duly audited by the external auditors were presented for review of the Audit and Risk Committee before recommendation for approval of the Board of directors.

The Company's external auditor is Sycip, Gorres, Velayo & Co.. The Partner-in-Charge for the years 2022, 2021 and 2020 audit of financial statements is Ms. Aileen L. Saringan.

 

 

Financial Report Review

The Audit and Risk Committee reviewed the reports submitted by the internal and external auditors including the quarterly, half-year and annual financial statements before their submission to the Board with particular focus on the following matters:

  1. Any change/s in a accounting policies and practices

  2. Major judgmental areas

  3. Significant adjustments resulting from the audit

  4. Going concern assumptions

  5. Compliance with accounting standards

 

 

Legal Compliance


The Audit and Risk Committee in the performance of its duties and responsibilities in assisting the Board ensured that the financial and non-financial reports as well as the organizational and operational controls of the Company are in compliance with tax, legal and regulatory requirements.