Board Committees

Nominations Committee Charter

Posted on: August 19, 2014

This Nominations Committee Charter (the “Charter”) is promulgated by the Nominations Committee (the “Committee”) of Travellers International Hotel Group, Inc. (the “Corporation”) and adopted by the Board of Directors (“Board”) of the Corporation to provide for the purpose, membership, structure operations, duties and responsibilities of the Committee, including the procedures which shall guide the conduct of its functions.

Section 1. Purpose

Pursuant to the Manual of Corporate Governance of the Corporation (the “Manual”), the Committee shall review and evaluate the qualifications of all persons nominated to the Board and other appointments that require Board approval, and to assess the effectiveness of the Board’s processes and procedures in the election and replacement of directors.

Section 2. Structure

2.1 Composition

The Committee shall be composed of at least three (3) members of the Board, one of whom shall be an independent director.

2.2 Qualifications

Each member of the Committee shall have the qualifications and none of the disqualifications of a director provided under the Manual.

2.3 Term

The Board shall appoint the members of the Committee at its annual organizational meeting and each member shall serve upon his election until the next organizational meeting of the Board, unless removed or replaced by the Board.

2.4 Vacancy

Any vacancy in the Committee caused by the death, resignation, removal or disqualification of a member, or by any other cause, may be filled by the Board. The member elected to fill the vacancy shall hold office for the remainder of the term, or until his successor shall have been duly elected and qualified.

2.5 Compensation

Each committee members shall receive such emolument or compensation as may be fixed by the Board pursuant to the By-laws.

2.6 Committee Secretary

The Corporate Secretary or in his absence, the Assistant Corporate Secretary, shall act as the Committee Secretary who shall prepare the minutes of the meetings and keep the records of the Committee.

Section 3. Operation

3.1 Meetings

The Committee shall meet at such times and places as it considers appropriate, at least two (2) times a year. The Chairman of the Committee, any Committee member, or the Corporate Secretary of the Corporation, may call a meeting of the Committee.
The Chair shall preside in all meetings. In the absence of the Chair, any member shall preside.
Meetings may be held, and the members can participate in meetings of the Committee, through teleconference, video conference or other similar means.

3.2 Quorum

Attendance of at least two (2) Committee members shall constitute a quorum for all meetings.

3.3 Voting

The affirmative vote of a majority of such quorum shall be required to authorize any corporate action.

3.4 Notices

A notice of each meeting of the Committee specifying the place, date, time, and agenda and matters to be discussed during the meeting shall be given to each member of the Committee personally, in writing or orally, or sent to him by mail, facsimile, electronic mail or other similar means at least two (2) days prior to the date of the meeting. Each member shall give the Committee Secretary his address, facsimile number and electronic mail address for the service of notices of meetings. A member may waive notice of any meeting of the Committee and may consent to shorter notice of any meeting. Any Committee meeting called by shorter notice shall be deemed to have been duly convened if it is so agreed by the members present in the meeting at which there is a quorum.

Section 4. Duties and Responsibilities

4.1 The Committee shall have the following powers, duties and responsibilities:

  1. Review and evaluate the qualifications of all persons nominated to the Board and other appointments that require Board approval;
  2. Assess the effectiveness of the Board’s processes and procedures in the election and replacement of directors;
  3. Establish and maintain a process to ensure that all candidates/nominees to be nominated for election as directors at the Annual Stockholders/ Meeting are qualified in accordance with the By-laws, Manual of Corporate Governance and relevant laws, rules and regulations;
  4. Encourage the selection of a mix of competent directors, each of whom can add value and contribute independent judgment to the formulation of sound corporate strategies and policies;
  5. Review and evaluate the qualifications of persons nominated to positions in the Corporation which require appointment by the Board, and provide guidance and advice as necessary for the appointments of persons nominated to other positions;
  6. Review and revise if necessary, the succession plans for members of the Board and officers from Heads of Department to the President and/or CEO;
  7. Provide assessment on the Board’s effectiveness in directing the process of renewing and replacing Board members and in appointing officers or advisors and develop, update as necessary and recommend to the Board policies for considering nominees for directors, officers or advisors;
  8. Review annually the Charters of all Board Committees and recommend to the Board any needed changes. In reviewing the Charters of the Board Committees, the Committee should consult with the concerned Board Committee. The Committee’s recommendation on any change in any of the Charters shall be submitted to the Board for approval; and,
  9. Discharge any other duties and responsibilities delegated to the Committee by the Board from time to time.

4.2 The Committee shall be guided by the Corporation’s mission and vision in the fulfillment of its functions.

4.3 All nominees for election in the following offices shall be referred to the Nomination Committee for evaluation of their qualifications:

  1. Board of Directors;
  2. President;
  3. Chief Executive Officer;
  4. Heads of Department;
  5. Corporate Secretary;
  6. Assistant Corporate Secretary;
  7. Other executive officers of the Corporation whose appointments are required by the Board to be submitted to the Board for approval

The Committee shall not endorse a nominee for appointment by the Board unless it has determined that all nominees have all the qualifications and none of the disqualifications for the position.

Section 5. Reporting
The Committee shall report directly to the Board all actions of the Committee at the meeting of the Board following such actions.

Section 6. Resources and Authorities

The Committee shall have the resources and authorities appropriate to discharge its function, duties and responsibilities including the authority to obtain advice from external consultants and functional specialists within the Company.

Section 7. Effectivity
This Charter shall take effect immediately upon approval by the Board.


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