Members of the board are crucial to the success and governance of a company, serving as the strategic stewards who guide its vision and direction. They bring a wealth of expertise and diverse perspectives, ensuring that the organization navigates complex challenges and capitalizes on opportunities.Their oversight helps align the company's goals with stakeholder interests, including those of employees, customers, and investors. By fostering a culture of accountability and transparency, board members not only enhance the company's reputation but also drive long-term sustainability and growth, making their role indispensable in today’s competitive business landscape.

Board Charter

A Board Charter is a foundational document that outlines the roles, responsibilities, and expectations of the Board of Directors (the “Board”) of Century Pacific Food, Inc. (“CNPF” or the “Corporation”) of . It serves as a clear guide for board members, providing a framework for governance, decision-making, and accountability. The charter establishes the Board’s primary duties, including overseeing the company’s strategic direction, ensuring compliance with legal and ethical standards, and safeguarding the interests of shareholders and stakeholders.
ROLES AND RESPONSIBILITIES
The role of the Board is to provide leadership and strategic guidance for the Corporation and oversee management’s implementation of its initiatives in order to foster the long-term success of the corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the long-term best interests of its shareholders and other stakeholders.

POWERS OF THE BOARD
The Board of Directors is responsible for managing the corporation’s business and property, with powers that include suing and being sued in the corporation’s name, adopting a corporate seal, and amending the articles of incorporation and by-laws. The Board can issue and sell stocks, acquire and manage property, enter into mergers, and make donations for charitable or public welfare purposes. Additionally, it has the authority to establish benefit plans for directors, officers, and employees, and exercise any other powers necessary to achieve the corporation’s objectives.

 COMPOSITION
CNPF’s Board shall be composed of seven (7) directors, or such number of directors as the Corporation’s constitutive documents may provide.

Board Committees

Audit Committee

The Audit Committee is responsible for assisting the Board in its fiduciary responsibilities by providing an independent and objective assurance to management and shareholders of the continuous improvement of risk management systems, business operations, and proper safeguarding and use of resources and assets.
Audit Committee Charter

PHILIP ALEXANDER G. SOLIVEN

Non-Executive Independent Director
Chairperson

RICARDO GABRIEL T. PO, JR

Non-Executive Director
Member

FRANCES J. YU

Non-Executive Independent Director
Member

Board Risk Oversight Committee

The Board Risk Oversight Committee is responsible for the oversight of the Company’s enterprise risk management system to ensure its functionality and effectiveness. It provides oversight over management’s activities in managing credit, market, liquidity, operational, legal, and other risk exposures of the Company.
Board Risk Oversight Committee Charter

REGINA ROBERTA L. LORENZANA

Non-Executive Independent Director
Chairperson

RICARDO GABRIEL T. PO, JR

Non-Executive Director
Member

ATTY. REGINA JACINTO-BARRIENTOS

Non-Executive Director
Member

Corporate Governance & Sustainability Committee

The Corporate Governance and Sustainability Committee oversees the implementation of the corporate governance and sustainability framework and periodically reviews these frameworks to ensure that it remains appropriate in light of material changes to the corporation’s size, complexity and business strategy, as well as its business and regulatory environments. Its responsibilities with regard to sustainability matters involve environmental, social, and governance concerns. Lastly, it determines the nomination and election process for the company’s directors and shall establish a formal and transparent procedure to develop a policy for determining the remuneration of directors and officers.
Corporate Governance & Sustainability Charter

STEPHEN ANTHONY T. CUUNJIENG

Non-Executive Independent Director
Chairperson

PHILIP G. SOLIVEN

Non-Executive Independent Director
Member

REGINA ROBERTA L. LORENZANA

Non-Executive Independent Director
Member

Related Party Transactions Committee

The Related Party Transactions Committee is tasked with reviewing all material related party transactions of the Company, and ensures that appropriate disclosure is made and/or information is provided to regulating and supervising authorities relating to the company’s related part transaction exposures and policies on conflicts of interest or potential conflicts of interest. 
Related Party Transactions Committee Charter

FRANCES J. YU

Non-Executive Independent Director
Chairperson

RICARDO GABRIEL T. PO, JR

Non-Executive Director
Member

ATTY. REGINA JACINTO-BARRIENTOS

Non-Executive Director
Member

Related Party Transactions Committee

  1. Diversity Policy: The Corporation recognizes the benefits of having a diverse board and sees diversity as an essential element in supporting its continued growth and the attainment of its strategic objectives. The Board must aim to make good use of the differences in gender, age, cultural, educational background, ethnicity, professional experience, skills, and knowledge of its directors.
  2. Measurable Objective: The Corporate Governance & Nominations Committee, in identifying suitable candidates for the Board, will assess and make recommendations based on merit and potential contribution and with due regard for the benefits of diversity on the Board.
  3. Review of the Policy: The Corporate Governance & Nominations Committee will discuss, review and assess the effectiveness of the policy annually. Said committee will discuss and recommend any revision that may be necessary and recommend them to the Board for adoption. At any given time the Board may seek to improve one or more aspects of its diversity and measure progress accordingly.
To learn more, you may refer to the Company’s Board Charter
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