Board Audit Committee

The Board believes that it can usefully supplement its ability to make audit decisions effectively and in a timely manner if it can delegate the task of preparing its strategic agenda and ensure it is given the information necessary for making good audit related decisions. The Committee is intended to assist the Board and not to pre-empt any Board responsibilities in making any final audit related decisions.

In performing its duties, the Committee will maintain effective working relationships with the Board and the Group senior leadership. To perform his or her role effectively, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the Group’s business and operating environment.

The Audit Committee is intended to provide assistance to the Board in fulfilling their responsibility to the shareholders, potential shareholders and investment community relating to the:

• Integrity of the AEV's financial statements

• AEV's compliance with legal/regulatory requirements

• The independent auditor's qualifications and independence

• The performance of AEV's internal audit function and independent auditors

As part of this process, the external auditors will report to the Audit Committee, and the Group Internal Auditor will report to the Committee also from a functional perspective. In performing its duties, the Audit Committee has the authority to engage and compensate independent counsels and other advisors, which the Committee determines are necessary to carry out its duties, subject to Board approval.

The Committee is required to ensure that corporate accounting and reporting practices of the Company are in accordance with all legal requirements and are of the highest quality. Each committee member must exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances.

Duties and Responsibilities

The Audit Committee shall represent the Board in discharging its responsibility relating to audit related matters around the Group such as outlined below. The Committee does not have decision-making authority, except in the circumstances described herein or where on the extent that such authority is expressly delegated by the Board.

Board Audit Committee

• Jose C. Vitug (Independent Director) - Chairman
• Raphael P.M. Lotilla (Independent Director)
• Stephen CuUnjieng (Independent Director)
• Roberto E. Aboitiz (Director)
• Justo A. Ortiz (Director)
• Stephen G. Paradies (ex-officio member, Chief Financial Officer)
• Susan V. Valdez (ex-officio member, Chief Risk Management Officer/Chief Risk Management Officer)

• Corporate Governance Manual (as approved by SEC on March 30, 2011)

•Corporate Governance Manual (as approved by the Board Corporate Governance Committee and subject to the on-going review by the Board of Directors)

•2011 Corporate Governance Report: Enriching Lives - Full Report

•Board Audit Committee Charter

•Internal Audit Charter