Corporate Governance

The Board’s Governance Responsibilities

The Board is primarily responsible for the governance of the Company and provides an independent check on management. JGSHI is headed by a competent and working Board to ensure the Company’s unremitting success and sustain its competitiveness and profitability in a manner consistent with its objectives, goals, strategies and measures (“OGSM”) and the long-term best interests of shareholders and other stakeholders. The Board exercises care, exceptional skill, and sound judgment, as well as observes good faith and loyalty in the conduct and management of the business and affairs of the Company. This ensures that all the Company’s actions are within the scope of power and authority prescribed in the Articles of Incorporation, Amended By-Laws, and existing laws, rules, and regulations. Likewise, in accordance with the Company’s policies and mandate, the Board performs its duties and responsibilities conscientiously and with honesty and integrity thus, faithfully upholding the standards and its commitment to JGSHI, its shareholders and other stakeholders. The Board’s detailed roles, duties and responsibilities in compliance with relevant laws, rules and regulations are defined in the Company’s Revised Corporate Governance Manual ("RCGM") and Board Charter.

Balanced Board Composition and Diversity

The Company recognizes the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth. Each Director provides a unique business perspective, experience and set of skills, all valuable to the Company. The Directors’ biographical details are set out in the Information Statement.

In the implementation of the Board Diversity Policy in the Company, JGSHI does not discriminate by reason of gender, age, disability, ethnicity, nationality, political, religious, or cultural backgrounds of its directors or candidates for directors, officers and employees. The incumbent Board is diverse in terms of expertise, gender and professional experience and academic backgrounds. On March 29, 2023, it approved as a policy to use professional search firms or other external sources of candidates when searching for candidates to the board of directors.

The annually elected Board is comprised mainly of Non-Executive Directors [i.e., four (4) Non-Executive and four (4) Independent Directors] other than the Company’s President and Chief Executive Officer (“CEO”), all of whom possess the necessary qualifications and none of the disqualifications. The Board also has a female director who is a Non-Executive Director. Furthermore, the posts of Chairman and CEO are separate to ensure a clear distinction between the Chairman’s responsibility to manage the Board and the CEO’s responsibility to manage the Company’s business. The policy of JGSHI’s Board governance structure can be found in Article III of its RGCM and Board Charter indicating, namely: composition; qualifications; disqualifications; duties and responsibilities of the board, including the role of the Lead Independent Director; meetings and quorum; remuneration; and directorships in other corporations.

Board Composition and Diversity Matrix

The Directors' industry background and affiliations with other publicly-listed companies are reflected in the Information Statement and in the Board of Directors' Profiles

Board Independence

The Board has Independent Directors, who are occupying four (4) out of the nine (9) Board seats or more than one-third (1/3) of the members of the Board, and who possess all the necessary qualifications and none of the disqualifications to hold the position.

The accountability of the Board and Management are likewise in place. In cases of conflicts of interest, directors with material interests in any transaction with the Company abstain from participating in the deliberation of the same.

Lead Independent Director

The Company’s RCGM provides that the Board may consider designating a Lead Independent Director among the Independent Directors if the Chairman of the Board is not an Independent Director and if the positions of the Chairman of the Board and CEO are held by one person. His role is to lead the independent directors and guide the Board in cases where matters of conflict of interest may arise.

On May 13, 2022, the Board appointed Independent Director Antonio L. Go as the Lead Independent Director to perform the following functions:

• To serve as intermediary between the Chairman and the other directors when necessary;
• To convene and chair meeting of the Non-Executive Directors; and
• To contribute to the performance evaluation of the Chairman, as required.

The Chairman of the Board and the President and CEO

To further strengthen the Board’s independence, the position of the Chairman of the Board is separated from the President and CEO. Each position has distinct and separate duties and responsibilities in accordance with the Company’s Amended By-Laws and RCGM. The Chairman of the Board is Mr. James L. Go, while the President and CEO is Mr. Lance Y. Gokongwei.

The Chairman

The Chairman presides at all meetings of the Board and shareholders. He also assists in ensuring compliance with and implementation of the corporate governance policies and practices. He makes certain that the agenda focuses on strategic matters and guarantees that the Board receives accurate, timely, relevant, insightful, concise, and clear information to enable it to make sound decisions.

The President and CEO

The President and CEO oversees the operations of the Company and manages human and financial resources in accordance with the strategic plan. He also provides leadership for Management in determining, developing, and implementing business strategies, plans and budgets to the extent approved by the Board. He provides the Board with a balanced and understandable account of the Company’s performance, financial condition, results of operations and prospects, on a regular basis.

The detailed duties and responsibilities of the Chairman and the President and CEO can be referenced in the Revised Corporate Governance Manual.

The Corporate Secretary

The Corporate Secretary assists the Board and the Board Committees in the conduct of their meetings, including preparation of the annual schedule of Board and Committee meetings and the annual Board calendar. She also assists the Chair and its Committees in setting agendas for the meetings, safekeeps and preserves the integrity of the minutes of the meeting of the Board and its Committees, as well as other official records of the Company.

Atty. Maria Celia H. Fernandez-Estavillo, 51, is the Senior Vice President, General Counsel, and since September 30, 2020, Corporate Secretary of JGSHI. She is also the Corporate Secretary of Universal Robina Corporation and JG Summit Olefins Corporation and the Assistant Corporate Secretary of Gokongwei Brothers Foundation, Inc. She is a member of The British School Manila Board of Governors since 2020 and the Solar Village Foundation Board of Trustees since 2022.

Prior to joining JGSHI in March 2017, Atty. Fernandez-Estavillo was the head of the Legal and Regulatory Affairs Group, the Corporate Secretary and a member of the Board of Directors of Rizal Commercial Banking Corporation. She was the Assistant Vice President of Global Business Development of ABS-CBN. She also held positions in government as Head of the Presidential Management Staff, Assistant Secretary at the Department of Agriculture and Chief of Staff of Senator Edgardo J. Angara. She began her legal career in ACCRA. She graduated from the University of the Philippines with a Bachelor of Science degree in Business Economics (Summa Cum Laude) and secured her Juris Doctor (Cum Laude) from the same school. She completed her Master of Laws in Corporate Law from New York University School of Law. She received the highest score in the Philippine Bar examinations of 1997.

The Chief Compliance Officer

The Chief Compliance Officer monitors, reviews, evaluates and ensures the compliance by the Company, its directors, officers and employees with the provisions and requirements of the RCGM and the relevant laws, the Code of Corporate Governance for Publicly-Listed Companies, rules and regulations and all governance issuances of regulatory agencies. She also ensures the integrity and accuracy of all documentary submissions to the regulators, identifies possible areas of compliance issues and works towards the resolution of the same. She assists the Board and the Governance, Nomination, Remuneration and Sustainability (“GNRSC”) in the performance of their governance functions, including their duties to oversee the formulation or review and implementation of the Corporate Governance structure and policies of the Company.

Atty. Laurinda R. Rogero, 46, was appointed Chief Compliance Officer on March 30, 2022 and is currently the Vice President and Compliance Head of JGSHI’s General Counsel Group, a role she has held since May 2017. Prior to joining JGSHI, she was Vice President and Head of the Anti-Money Laundering Department under the Legal and Regulatory Affairs Group of RCBC. She also served as Legal Associate in ACCRA and as Court Attorney in the Supreme Court under Associate Justice Consuelo Ynares-Santiago. Atty. Rogero secured her Juris Doctor from the University of the Philippines and her Master of Laws from the University of Melbourne. She was admitted to the Philippine Bar in 2004.