Board Training and Orientation
The Company ensures that directors can perform their functions effectively in this rapidly changing environment to cope with heightened regulatory policies, foreign and local demands, and the growing complexity of the business. Orientation programs are conducted for first- time directors to ensure that new members are appropriately apprised of their duties and responsibilities. This includes overview of the Company’s operations, Code of Business Conduct, Corporate Governance framework and other relevant topics essential in the performance of their functions. As a matter of continuous professional education, the Company facilitates the training opportunities for the directors and key officers annually.
An in-house SEC-accredited Corporate Governance Seminar for directors and officers of the Gokongwei Group* (not a legal entity but a collective name used for marketing or corporate branding purposes) entitled “UNBOX EXTRA: The Gokongwei Group* Innovation Festival” was held via webinar on June 16, 2022 and rebroadcasted on October 17, 2022. The webinar covered the following topics:
- Welcome to the Metaverse: How customers will interact in the future.
- The Filipino Customer, Post Covid
- Design Thinking and Prototyping in Creating Great Customer Experiences
- Customer-led Production Innovation in URC
- Peddlr
- Customer Metrics that Matter
- How Southeast Asia’s Largest Car E-Commerce Platform Solves Car Shopping Pain Points
- The Six Worker Archetypes for the World Ahead
- Data in All It Does: The Grab Story
- Technology to Enhance the Customer Journey
The Gokongwei Group* leaders likewise attended an INSEAD Master Class as an additional in-house SEC-accredited corporate governance seminar which was held on September 6 and 7, 2022 at Dusit Thani Hotel, Cebu City. The two-day masterclass focused on how to continue to achieve healthy financial returns as a business with sustainable value creation for the environment and the nation at its core.
The speakers were Mr. Atalay Atasu, Ms. Lucie Tepla and Mr. Ludo Van der Heyden. In addition thereto, JGSHI required its directors, officers and employees to take a refresher course of its Code of Business Conduct to ensure alignment with the Company’s policies including Anti-Bribery and Anti-Corruption; Conflict of Interest, and Whistleblowing.
Corporate Governance Training of Directors and Officers
Succession Planning and Remuneration of Directors and Officers
The GNRSC is in-charge of overseeing the establishment of formal procedures for the development of a policy on the succession planning and remuneration for Directors and Officers. The Company ensures that the remuneration is sufficient and competitive with other similar industries, through market salary surveys, to be able to attract those who are qualified and competent, as well as retain them. from participating in deciding his own remuneration.
Succession Planning and Remuneration Policy
2022 Board Remuneration
| Director | Per Diem | ||
|---|---|---|---|
| Board Meetings | Committee Meetings | ||
| 1 | James L. Go | 210,000.00 | 105,000.00 |
| 2 | Lance Y. Gokongwei | 210,000.00 | - |
| 3 | Partick Henry C. Go | 210,000.00 | - |
| 4 | Robina Gokongwei-Pe | 210,000.00 | - |
| 5 | Johnson Robert G. Go, Jr. | 210,000.00 | - |
| 6 | Jose T. Pardo | 210,000.00 | 210,000.00 |
| 7 | Renato T. De Guzman | 210,000.00 | 210,000.00 |
| 8 | Antonio L. Go | 210,000.00 | 210,000.00 |
| 9 | Artemio V. Panganiban | 210,000.00 | 210,000.00 |
| Total | 1,890,000.00 | 954,000.00 | |
Board Assessment
An annual self-assessment to evaluate performance is being conducted by the Board as a whole, the Board Committees, the individual directors and the Company’s key officers. This exercise helps them thoroughly review their performance, understand their roles and responsibilities and lead effectively. It also assesses a director’s attendance at board and committee meetings and participation in boardroom discussions.
The Board Committees’ self-assessment questionnaires contain the following criteria, which are based on leading practices and principles on good governance:
A. for the Board i.) Board Composition, ii.) Board Efficiency and Performance, and iii.) Board Meetings and Participation; B. for the Board Committees: i.) Board Committee Performance, and ii.) Board Committee Structure; C. for individual directors: i.) Independence, ii.) Participation, iii.) Expertise, iv.) Character, v.) Fiduciary Duty, and iv.) Innovation. On the other hand, the Chairman’s, and the President and CEO’s self-assessment questionnaires contain the following criteria: i.) Leadership, ii.) Integrity, iii.) Diligence, iv.) Corporate Governance, v.) Entrepreneurial Mindset, and vi.) Stewardship. Lastly, the key officers, namely the Corporate Secretary, the Chief Compliance Officer, the Chief Finance and Risk Officer, and the Chief Audit Executive were rated based on their key functions.
The annual self-assessment is also supported by an external facilitator every three (3) years and allow for a feedback mechanism for stockholders pursuant to the recommendation in the Code of Corporate Governance for Publicly-Listed Companies (“CG Code for PLCs”). In 2022, JGSHI engaged Good Governance Advocates and Practitioners of the Philippines (“GGAPP”) as its independent Third-Party Board Evaluator in the conduct of the Board Self-Assessment.
The Company analyzed the report of GGAPP and the Board, Management, and/or appropriate committees acted upon the recommendations, as they deemed necessary.
2022 Board Self-Assessment Questionnaire: 2022 JGSHI Board Evaluation Form
*Gokongwei Group is not a legal entity but a collective name used for marketing or corporate branding purposes.