I. STAKEHOLDERS RELATIONSHIP


Question Website Section/Link/LRTA’s Response
1. Does the GOCC disclose a policy that:  
a. Stipulates the existence and scope of its effort to address customer’s welfare? On Customers

 

The LRTA maintains an effective and efficient operation, focused on meeting customer objectives with the purpose of providing quality, reliable, safe and convenient service to the public. Over the years, LRTA has been consistent in continuous improvement of processes as well as the skills and competency of the staff to ensure the delivery of quality service. As part of LRTA’s continuous improvement, it in fact, conducted an annual Customer’s Satisfaction Survey through a 3rd-party to measure customer’s overall satisfaction in each area of service of LRT 2’s operation, identify the system’s strengths and weaknesses and secure actionable customer feedback that can be used to improve the quality of services provided that would enable LRTA to improve customer experience.

LRTA Annual Report 2019

b. Elaborates its efforts to interact with the communities in which they operate? Stakeholder Relationships

 

It is the responsibility of the Board and Officers of the Authority to run the management and operation of LRTA in a manner that would suffice its stakeholder’s expectations and with due regard to their best interest. Owing fidelity to the Government, LRTA at all times, promote and protect the best interest of the Government in all its dealings, comply with the laws, rules and regulations, policies and directives by oversight agency and submit truthful, adequate and timely report as they may prescribe. The Authority also recognizes other stakeholders including, but not limited to its customers/passengers, employees, employees association, concessionaires, suppliers, service providers, contractors, media and the general public.

On Other Stakeholders

In developing relationships with other stakeholders, the Authority continually promotes transparency and access to information and ensures that all of its affairs are in accordance with the existing government policies and procedures. LRTA discloses to the public all material information about its dealings by maintaining a transparency seal in its official website, conducting public consultations and dialogues.

LRTA has developed relationship and improved its networking with business partners and suppliers/contractors and other stakeholders based on mutual trust. Through partnership with these stakeholders, the Authority aims to offer the best combination of state-of-the-art technology and world-class service, strong customer relations and deep industry knowledge and experience, together with the capacity to implement and deliver value-added solutions on time and within budget.

LRTA Annual Report CY 2019

c. Ensures that its value chain is environmentally friendly or is consistent with promoting sustainable development?

LRTA Policy on Proper Disposal of Solid or Domestic Wastes

Section 9.10 of the LRTA Revised Manual of Corporate Governance also discloses environmental policies/standards being observed by LRTA.

LRTA Accomplishment Report CY 2021 p. 4 and 56

a. Office Order No. 10 dated 13 December 2021
b. Special Order No. 152 dated 18 November 2021
c. Launching of Lawin Park Beautification

2. Does the GOCC disclose the activities that it has undertaken to implement the above mentioned policies?  
a. Customer health and safety

LRTA Response Protocol for Biological Threats (COVID-19 Pandemic)

*LRTA COVID-19 Protocols are being adjusted in accordance with the latest guidelines issued by the DOH and IATF.

LRTA Accomplishment Report CY 2021 pp. 3-6; 26-30

b. Interaction with the communities

LRTA Response Protocol for Biological Threats (COVID-19 Pandemic)

*LRTA COVID-19 Protocols are being adjusted in compliance with the latest guidelines issued by the DOH and IATF.

LRTA Accomplishment Report CY 2021 pp. 40-47

“LRTA’s Celebration of the National Women’s Month”
“Other GAD Related Accomplishments”
“LRTA: Heating Up the Spirit of Christmas”

c. Environmentally-friendly value chain

LRTA Accomplishment Report CY 2021 p. 4 and 56

a. Office Order No. 10 dated 13 December 2021
b. Special Order No. 152 dated 18 November 2021
c. Launching of Lawin Park Beautification

3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section?

LRTA: Heating Up the Spirit of Christmas

LRTA Accomplishment Report CY 2021 p. 58

4. Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.  
Does the GOCC provide contact details via the company’s website or Annual Report which stakeholders (e.g. customers, suppliers, general public, etc.) can use to voice their concerns and/or complaints for possible violation of their rights? LRTA Public Relations Office

 

Monday – Friday
7:00 AM – 6:30 PM
Telephone: (632) 8647-3452
Email: pro@lrta.gov.ph / pro@yahoo.com
Facebook: https://www.facebook.com/OfficialLRT2
Twitter: https://twitter.com/OfficialLRTA?s=20

For Feedback and Other Related Concerns

https://www.lrta.gov.ph/feedback/

5. Performance-enhancing mechanisms for employee participation should be permitted to develop.  
a. Does the GOCC explicitly mention the health, safety and welfare policy for its employees?

Sections 9.9 & 9.10 of the LRTA Revised Manual of Corporate Governance

LRTA Response Protocol for Biological Threats (COVID-19 Pandemic)*

*LRTA COVID-19 Protocols are being adjusted in compliance with the latest guidelines issued by the DOH and IATF.

b. Does the GOCC publish data relating to health, safety and welfare of its employee

LRTA Accomplishment Report CY 2021 pp. 3-6; 26-30

LRTA Response Protocol for Biological Threats (COVID-19 Pandemic)*

*LRTA COVID-19 Protocols are being adjusted in compliance with the latest guidelines issued by the DOH and IATF.

c. Does the GOCC have training and development programmes for its employees?

List of Trainings, Seminars, Webinars amd Personnel Capacitation Activities

LRTA as a caring and nurturing organization continuously developed the potentials and talents
of its employees through training and development courses. To develop the potentials of its employees, LRTA, through its Training Unit, was able to conduct various trainings and development courses for the period under review. At the same time, LRTA sent its employees to various countries as part of their function in the Project Management Office.

LRTA List of Trainings for CY 2021

d. Does the GOCC publish data on training and development programs for its employees?

Yes.

LRTA List of Trainings for CY 2021

6. Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this.  
a. Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior? Whistle Blowing

 

In response to the need for additional mechanisms to prevent graft and corruption, LRTA established a
policies and guidelines on protected disclosure, imposing upon employees, officials and service
providers of the Authority their duty to disclose and report any wrongdoing of other officials and
employees.

These policies and guidelines encourage confidence in reporting any wrongdoing and provide safeguards on the rights of the whistleblower and define the conditions for protecting the whistleblower so as to deter frivolous and false disclosure

LRTA Policy on Protected Disclosure and Reporting

LRTA Annual Report CY 2019 pp. 55-56

b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? Any complaint or report against an officer or employee will be treated with utmost care and confidentiality. The LRTA is responsible for the protection of the whistleblower’s identity and whereabouts from any third party, except, as required by law and necessary or indispensable during the conduct of legal proceedings. The same level of confidentiality shall be observed by the whistleblower.

 

The LRTA commit to protect the whistleblower from any criminal, civil or administrative liability arising
from the protected disclosure.

On the same note, no retaliatory action shall be taken against a whistleblower such as, but not limited to, discriminatory action, including those made under the guise of policy and procedural determinations designed to avoid claims of victimization, reprimand, punitive transfer and the denial of work necessary for necessary for promotion, etc.

LRTA Policy on Protected Disclosure and Reporting

LRTA Annual Report CY 2019 pp. 56


II. DISCLOSURE AND TRANSPARENCY

Question Website Section/Link/LRTA’s Response
7. Quality of Annual Report
Does the GOCC’s annual report disclose the following items:
 
a. Corporate Objectives

LRTA’s Performance Scorecard for CY 2021 Strategic Objectives (SO):


SO 1 Increased Passenger Mobility and Reduced Commuter Time, Increase Productivity
SO 2 Sustain Customer Satisfaction
SO 3 Address Increasing Demands Through Existing Lines and New Ones
SO 4 Ensure Delivery of Excellent Performance by the Private Concessionaire at All Times
SO 5 Improved Efficiency and Reliability of LRT Systems and Processes
SO 6 Sustainability of Financial Condition
SO 7 Achieve Systems Competency and Expertise

LRTA Performance Scorecard CY 2021

b. Financial Performance Indicators

LRTA’s Performance Scorecard for CY 2021 Financial Performance Indicators:

SO 6 Sustainability of Financial Condition
SM 11 Budget Utilization Rate
SM 12 Collection Efficiency Rate

LRTA Performance Scorecard CY 2021

c. Non-financial Performance Indicators

LRTA’s Performance Scorecard for CY 2020 Non-Financial Performance Indicators:

SO 1 Increased Passenger Mobility and Reduced Commuter Time, Increase Productivity
SO 2 Sustain Customer Satisfaction

LRTA Performance Scorecard CY 2021

d. Details of whistle-blowing policy LRTA Policy on Protected Disclosure and Reporting
e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners

LRTA Board of Directors CY 2021

The two (2) Appointive Directorts of the LRTA Board, Administrator and Private Sector, respectively, do not have other appointments as Directors in other Boards.

The other seven (7) directors are in Ex-Officio character by virtue of their appointments as Cabinet Secretaries, and that as such Cabinet Secretaries they are Ex-Officio members of Board of Directors of as many as government corporations, bodies, instrumentalities and entities created by law and which their position as Cabinet Secretaries are made Ex-Officio members of said corporations, bodies, instrumentalities and entities.

f. Training and/or continuing education programme attended by each director/commissioner LRTA List of Trainings for CY 2021
8. Are the Annual Reports downloadable from the GOCC’s website? LRTA Annual Reports can be accessed through this link:
https://www.lrta.gov.ph/transparency
9. Corporate Governance Confirmation Statement  
Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance where there is non-compliance, identify and explain reasons for each such issue?

The LRTA is fully compliant with the provisions of the Code of Corporate Governance.

Article 2 of the Revised Manual of Corporate Governance pp. 5-6


LRTA Accomplishment Report CY 2021 pp. 56-58

10. Timely filing/release of annual/financial reports  
a. Are the Audited Annual Financial Report/Statement released within 60 days upon receipt from COA?

The COA Annual Audit Report on the LRTA for the Years Ended 2020 and 2019 was received by the Office of Administrator last 05 August 2021. Said Report was included in the Agenda of the 20 August 2021 LRTA Board of Directors Meeting.

The following were uploaded on the LRTA website on 30 September 2021:

COA Audited Financial Statements CY 2020 Executive Summary (via COA website)

https://www.coa.gov.ph/index.php/gov-t-owned-and-or-controlled-corp-goccs/2020/category/9335-light-rail-transit-authority

COA Audited Financial Statements CY 2019 Executive Summary (via COA website)

https://www.coa.gov.ph/index.php/gov-t-owned-and-or-controlled-corp-goccs/2019/category/8596-light-rail-transit-authority

COA Audit Report CY 2019-2020 Transmittal Letters

Agenda of the 20 August 2021 LRTA BOD Meeting

b. Is the Annual Report released within 90 days from release of Audited Financial Report?

Due to the workplace restrictions imposed during the COVID-19 Pandemic, all of the necessary and pertinent documents and disclosures have been delayed, thus impacting the timely release of the LRTA Annual Report for CY 2020.

However, the COA Annual Audit Report on the LRTA for the Years Ended 2020 and 2019 was received by the Office of Administrator last 05 August 2021. Said Report was included in the Agenda of the 20 August 2021 LRTA Board of Directors Meeting.

The following were uploaded on the LRTA website on 30 September 2021:

COA Audited Financial Statements CY 2020 Executive Summary (via COA website)

https://www.coa.gov.ph/index.php/gov-t-owned-and-or-controlled-corp-goccs/2020/category/9335-light-rail-transit-authority

COA Audited Financial Statements CY 2019 Executive Summary (via COA website)

https://www.coa.gov.ph/index.php/gov-t-owned-and-or-controlled-corp-goccs/2019/category/8596-light-rail-transit-authority

COA Audit Report CY 2019-2020 Transmittal Letters

Agenda of the 20 August 2021 LRTA BOD Meeting

c. Is the true and fairness/fair representation of the Annual Financial Statement/Reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? Statement on the Fair Representation of LRTA’s Annual Financial Report

III. RESPONSIBILITIES OF THE BOARD

QuestionWebsite Section/Link/LRTA’s Response
11. Corporate Vision/Mission
a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year?Yes.
Board Resolution 064-2019 (Vision-Mission)
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?Section 3.8, Item 3 of the LRTA Revised Manual of Corporate Governance (page 15)
12. Did the GOCC achieve 90% in the PES?LRTA Accomplishment Report CY 2020 pp. 38-42 indicates that the agency achieved a PES rating of 79.09% of its 2020 performance commitments to GCG.
13. Code of ethics or conduct
a. Are the details of the code of ethics or conduct disclosed?Yes.

Code of Conduct for Officials and Employees of the LRTA
b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?Yes.

The Statement on the Inclusion and Compliance of the LRTA Board of Directors to the Code of Conduct for Officials and Employees of the LRTA signed and approved by the LRTA Administrator last 16 December 2020 states that the Members of the LRTA Board of Directors are required to abide by the provisions of the Code of Conduct for Officials and Employees of the LRTA

Statement on the Inclusion and Compliance of the LRTA Board of Directors to the Code of Conduct for Officials and Employees of the LRTA
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?Yes.

Statement on the Inclusion and Compliance of the LRTA Board of Directors to the Code of Conduct for Officials and Employees of the LRTA
14. Does the Board appoint a Nomination and Compensation/Remuneration Committee?Yes.

LRTA Board of Directors Nomination and Remuneration Committee is responsible for installing and maintaining a process to ensure that Officers nominated or appointed meet and possess the qualification and none of the disqualifications mandated by law, rules and regulations. The Committee is also responsible for recommending to the GCG nominees for the shortlist in line with the LRTA’s Board composition and succession plan and qualified under the Fit and Proper Rule adopted by the GCG, including thereto as reference the qualifications provided under Authority’s Charter.

The Committee is composed of four (4) members headed by the Private Sector Representative and members from the DBM, LRTA, and MMDA.

Note: Composition of the Board Committees are agency-based and not on individual/person/officials. Under existing Board Policies, the representative of the agency concerned to sit in the Board and their respective duly designated technical staff are duly empowered to attend Board Committee Meetings.

Nonetheless, the duly authorized actual individuals who attended meetings of the Committee which were in effect the bonafide Members of the Committee are properly indicated in the pertinent meeting attendance sheets.

LRTA Committee of the Board of Directors CY 2021
15. Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year?Due to the restrictions in work schedule brought upon by the COVID-19 Pandemic, the Nomination and Remuneration Committee of the LRTA Board of Directors was only able to meet on 19 October 2021 in addition to the fact that there were no relevant and pertinent matters to be discussed and passed upon by said Committee due to the same restrictions brought upon by the Pandemic.

LRTA Committee of the Board of Directors CY 2021
16. If yes, is the report of the Nomination and Compensation/Remuneration Committee publicly disclosed?Yes.

Summary Report on the LRTA Board of Directors Committee Meetings for CY 2021
17. Does the Board appoint an Audit Committee?Yes.

The LRTA Board of Directors Audit Committee oversees, monitors and evaluates the sufficiency and effectiveness of the Authority’s internal control system, engage and provide oversight of the LRTA’s internal and external auditors. The Committee also reviews and approves the Authority’s internal audit plan and financial statements before submission to the Board. Lastly, it is the responsibility of the Audit Committee to develop a transparent financial management system that will ensure the integrity of internal control activities of LRTA through procedures and policies handbook that will be used by the entire Authority.

The Committee is composed of three (3) members headed by the DOF representative to the LRTA Board and members from the NEDA and the Private Sector.

Note: Composition of the Board Committees are agency-based and not on individual/person/officials. Under existing Board Policies, the representative of the agency concerned to sit in the Board and their respective duly designated technical staff are duly empowered to attend Board Committee Meetings.

Nonetheless, the duly authorized actual individuals who attended meetings of the Committee which were in effect the bonafide Members of the Committee are properly indicated in the pertinent meeting attendance sheets.

LRTA Committee of the Board of Directors CY 2021
18. If yes, is the report of the Audit Committee publicly disclosed?Yes.

LRTA Board Committee Report CY 2021
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?By virtue of the fact that seven (7) out of nine (9) Directors of the LRTA Board are Ex-Officio members, and that membership in the Board is based on law and along the line of the specific mandates of the cabinet departments concerned, the Board deemed that membership in the LRTA Board Committees be based on said specific mandate of the cabinet departments concerned.

Nonetheless, please see CV of Usec. Mark Dennis Y.C. Joven (DOF Alternate Member) on the required compentence.

CV Usec. Mark Dennis Y.C. Joven (DOF Alternate)
20. Did the Audit Committee meet at least four times during the year?Yes.

The Audit Committee held meetings on 08 April 2021, 06 July 2021, 19 October 2021, and 20 December 2021 respectively.

LRTA Committee of the Board of Directors CY 2021
21. Does the Board appoint a Risk Management committee?Yes.

The Committee performs oversight risk management functions specifically in the areas of managing credit, market, liquidity, operational, legal, reputation and other risks of the LRTA. It is also the responsibility of the Committee to develop the Risk Management Policy of the Authority and ensure that risk management process and compliance are embedded in LRTA operations more especially at the Board and Management levels. Lastly, the Committee provides quarterly report and update to the Board on the key risk management issues and evaluation on investment proposals.

The Committee is composed of four (4) members headed by the Private Sector Representative and members from the DBM, LRTA and MMDA. Note: Composition of the Board Committees are agency-based and not on individual/person/officials. Under existing Board Policies, the representative of the agency concerned to sit in the Board and their respective duly designated technical staff are duly empowered to attend Board Committee Meetings.

Nonetheless, the duly authorized actual individuals who attended meetings of the Committee which were in effect the bonafide Members of the Committee are properly indicated in the pertinent meeting attendance sheets.

LRTA Committee of the Board of Directors CY 2021
22. If yes, is the report on Risk Management Committee publicly disclosed?Yes.

Summary Report on the LRTA Board of Directors Committee Meetings for CY 2021
23. Does at least one member of the Risk Management Committee have a background in finance and investments?By virtue of the fact that seven (7) out of nine (9) Directors of the LRTA Board are Ex-Officio members, and that membership in the Board is based on law along the line of the specific mandates of the cabinet departments concerned, the Board deemed that membership in the LRTA Board Committees be based on said specific mandate of the cabinet departments concerned.

Nonetheless, please see CV of Dir. Carmencita P. Mahinay (DBM Alternate Member) on the required compentence.

CV Dir. Tina Rose Marie L. Canda (DBM Member)
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)Yes.

Indicative Schedule of LRTA BOD Meetings CY 2021
b. Does the Board of Directors meet at least monthly?Yes.

LRTA BOD Attendance CY 2021
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?Yes. The LRTA Board of Directors were able to meet on at least 75% of their scheduled meetings.

There are 12 Scheduled LRTA BOD Meetings for CY 2021, with three (3) scheduled meetings (21 May 2021, 19 November 2021 & 17 December 2021) being adjusted from their initial schedule and an additional 2 LRTA BOD Special Meetings conduted on 28 May 2021 and 16 November 2021, respectively.

Indicative Schedule of LRTA BOD Meetings CY 2021

LRTA BOD Attendance CY 2021
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?The two (2) Appointive Directors, LRTA Administrator Gen. Reynaldo I. Berroya* and Private Sector Representative Atty. Dimapuno R. Datu both attended at least 90% of the LRTA Board Meetings for CY 2021.

LRTA BOD Attendance CY 2021

*LRTA Administrator Gen. Reynaldo I. Berroya passed away on 15 November 2021.
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?Due to the untimely passing of LRTA Administrator Gen. Reynaldo I. Berroya on 15 November 2021, the succeeding LRTA BOD Meetings were attended by OIC, Paul Y. Chua.

LRTA BOD Attendance CY 2021
25. Access to Information
a. Does the GOCC have a policy that stipulated board papers for Board of Directors/Commissioners meetings be provided to the Board at least three (3) working days in advance of the board meeting?All documents included in the agenda of the LRTA Board Meeting are provided to the Board of Directors three working (3) days before the scheduled meeting.

Policy on Document Submission for the Board Agenda Folder
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?Yes.

Atty. Hernando T. Cabrera
LRTA Corporate Board Secretary / Compliance Officer

HTC Biosynopsis & Resume
26. Internal Audit
a. Does the company have a separate internal audit function?Yes.

Internal Audit

To add value and to further improve the day-to-day operation of LRTA, the Internal Audit Department provides an independent and objective assurance and advisory services to LRTA. It likewise provides assurance to the Board, Management and other stakeholders that LRTA has appropriate and effective organizational and procedural controls.

The conduct of internal audit activities is in accordance with the Standards for the Professional Practice of Internal Auditing

Revised Manual of Corporate Governance pp. 17-18
b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?The appointment and removal of the Internal Auditor who is a government official (Dept. Manager level) is strictly governed by the Civil Service Commission laws specifically: 1. CSC Resolution No. 1800692 – 2017 Omnibus Rules on Appointments and Other Human Resource Actions (Revised July 2018) and 2. Revised Rules on Administrative Cases in the Civil Service, respectively.

Nothing in the said rules provide that their appointment/removal shall be subject to the recommendation of the LRTA Board of Directors Audit Committee.

CSC Resolution No. 1800692 – 2017 Omnibus Rules on Appointments and Other Human Resource Actions (Revised July 2018)

CSC Revised Rules on Administrative Cases in the Civil Service
27. Risk Oversight
a. Does the company disclose the internal control procedures/risks management systems it has in place?LRTA Risk Management Guidelines
b. Does the Annual Report disclose that the Board of Directors/Commissioners has overseen a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems?Yes.

Statement on LRTA’s Risk Management Systems
c. Does the company disclose how key risks are managed?LRTA Risk Management Guidelines

LRTA Management of Key Risks
d. Does the Annual Report contain a statement from the Board of Directors or Audit committee commenting on the adequacy of the GOCC’s internal controls/risk management systems?Yes.

Statement on LRTA’s Internal Control Systems
28. Board Chairman
Do different persons assume the roles of Chairman and CEO?Yes.

LRTA Board of Directors Chairman: Sec. Arthur P. Tugade (DOTr)

LRTA Administrator: Gen. Reynaldo I. Berroya

LRTA Board of Directors CY 2021
29. Board of Directors Development
a. Does the GOCC have the orientation programmes for new Directors?All newly appointed Directors undergo orientation program about the overall aspects of LRTA and on matters relative to their duties and functions as Board Member. They are also required to sign the LRTA Charter of Expectations upon assumption of office. In addition, are also required on annual basis to attend seminars, trainings and programs relative to Corporate Governance.

Article 10 LRTA Revised Manual of Corporate Governance pp. 24 & 31
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?Yes.

Board Resolution 065-2019 (Continuing Education)
c. Did all Appointive Directors attend at least 1 training for the calendar year?Yes.

LRTA Appointive Directors:

Administrator Gen. Reynaldo I. Berroya (LRTA)
Best Practices in Corporate Housekeeping (21-23 April 2021)

Atty. Dimapuno R. Datu (Private Sector Representative)
Best Practices in Corporate Housekeeping (21-23 April 2021)
Knowledge Sharing Session on Monitoring and Managing Key Performance Indicators (KPIs) of Light Rail Transit Systems (29-30 March 2021)

LRTA List of Trainings for CY 2021
31. Committee Appraisal
Is an annual performance assessment conducted of the Board of Directors Committees?