Our Governance and

Enterprise Risk Management

Setting the tone from the top through oversight of our Board Directors

Corporate Governance

JG Summit Holdings, Inc. (“JGSHI” or the “Company”) upholds its commitment to doing business in accordance with its long-held values in exercising the highest ethical standards of always acting in good faith and in the best interest of all stakeholders. These values, which extend to corporate governance, have been the foundation of the Company in advocating and promoting the principles of integrity, fairness, transparency, and accountability.

JGSHI continuously strives to strengthen and improve its governance practices within the framework of evolving laws and regulations of the Securities and Exchange Commission (“SEC”) and the Philippine Stock Exchange (“PSE”) on the recommended corporate governance principles and industry best practices. This includes reinforcing its principles across different corporate governance areas, namely: the Board of Directors’ (“Board”) governance responsibilities, disclosure and transparency, internal control and risk management frameworks, cultivation of synergic relationship with shareholders, and duties to stakeholders. Consequently, there is an ongoing and regular review of JGSHI’s numerous company policies, guidelines, and standards, such as its Code of Business Conduct, which all of its operating companies and employees are expected to follow.

In addition, JGSHI considers that compliance with the highest standards of corporate governance translates to better value propositions for shareholders and customers, minimized risks, growth, and sustainability. The economic value generated by a well-managed and governed enterprise not only benefits shareholders, but also the local communities through job creation and the promotion of a healthy community through the Company’s corporate social responsibilities (“CSR”) programs.

Ultimately, in its pursuit to heighten observance of good corporate governance in light of emerging trends, JGSHI is resolutely and relentlessly carrying out its business purpose and intention of offering better choices to its customers, and of creating shared success with all its stakeholders.

Board Matters

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”).

Company RCGM

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. The Directors’ biographical details are set out in the Information Statement. Each Director provides a unique business perspective, experience, and set of skills, all valuable to the Company.

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.

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

  • Board Composition
  • Board Efficiency and Performance
  • Board Meetings and Participation

B. For the Board Committees

  • Board Committee Performance
  • Board Committee Structure

C. For Individual Directors

  • Independence
  • Participation
  • Expertise
  • Character
  • Fiduciary Duty
  • Innovation

On the other hand, the Chairman’s, and the President and CEO’s self-assessment questionnaires contain the following criteria:

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 allows 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.

The Board Committees

To enable a better and more focused attention on the affairs of the Company and to aid in the optimal performance of its roles and responsibilities, the Board approved the delegation of particular matters to the two (2) Board Committees namely: (a) Audit, Related Party Transactions and Risk Oversight Committee and (b) Governance, Nomination, Remuneration and Sustainability Committee (formerly Corporate Governance and Sustainability Committee).

A. Audit, Related Party Transactions and Risk Oversight Committee (“AURROC”)

The role of the AURROC is to oversee the Company’s financial reporting, internal control system, internal and external audit processes, and monitor compliance with applicable laws and regulations, and internal policies for efficiency and effectiveness of business operations, and proper safeguarding and use of the Company’s resources and assets; to ensure that the group-wide policy and system governing Material Related Party Transactions (“MRPTs”), particularly those that breach the materiality threshold is in place and effectively working; and to oversee the establishment of Enterprise Risk Management (“ERM”) framework that will effectively identify, monitor, assess and manage key business risks.

B. Governance, Nomination, Remuneration, and Sustainability Committee (“GNRSC”)

The Company entrusted to the Board the supervision of significant areas of corporate governance and the role to ensure faithful compliance with all applicable laws and regulations and best business practices. In line with this, the Board is tasked to oversee the establishment and effective implementation of appropriate corporate governance policies and procedures pursuant to its RCGM, including but not limited to, the Code of Business Conduct and policy on Conflict of Interest. In the same way, the Board assigned to its GNRSC the role to oversee the development and implementation of corporate governance principles and policies and perform oversight functions on the Economic, Environment, Social and Governance aspects of sustainability, including ensuring the Company’s. This includes ensuring the Company’s overall support and alignment with the appropriate standards. The GNRSC is responsible in formulating and applying the Company’s Code of Business Conduct and internal policies, as well as monitor compliance through communication and awareness campaigns, continuous training and setting a proper forum where issues may be addressed. The GNRSC is also authorized to recommend a formal framework on the nomination and evaluation of the performance of the directors, officers and senior management to ensure that this framework is consistent with the Company’s culture, strategies and the business environment.

The Board Committee Chairman and Members, who are all Independent Directors, are as follows:

Audit, Related Party Transactions and Risk Oversight Committee (AURROC)

Antonio L. Go - Chairman

Artemio V. Panganiban – Member

Jose T. Pardo – Member

James L. Go – Advisory Member

Renato T. De Guzman – Member

Corporate Governance, Nomination, Remuneration, and Sustainability Committee (CGNRSC)

Jose T. Pardo – Chairman

Antonio L. Go – Member

Renato T. De Guzman – Member

Artemio V. Panganiban – Member

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 meetings 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 RCGM.

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 group entitled “UNBOX EXTRA: The group’s 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 group’s 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.

Board Meetings

The Board schedules meetings at the last quarter of the preceding year, holds regular meetings in accordance with its Amended By-Laws, and convenes special meetings when required by business exigencies. The notice and agenda of the meeting and other relevant meeting materials are furnished to the directors at least five (5) business days prior to each meeting. As can be seen in the Certificates of Attendance of Meetings, the Independent Directors have complete attendance for 2022. Unless otherwise provided in the Amended By-Laws, their absence shall not affect the quorum requirement.

There were four (4) regular Board meetings and one (1) organizational Board meeting in 2022. In each meeting, there was a quorum, consisting 2/3 of the number of directors, because all were present. All directors were also present in the virtual Annual Stockholders’ Meeting (“ASM”) held on May 13, 2022.

As approved by the Board on March 29, 2023, the Non-Executive Directors/Independent Directors shall have separate periodic meetings with the external auditor and heads of the internal audit, compliance and risk functions, without any executive present, and led by the Lead Independent Director.

Attendance of Directors in Board and Board Committee Meetings

Directors

No. of Actual Meetings Attended

Attendance Percentage

James L. Go

Lance Y. Gokongwei

Patrick Henry C. Go

Johnson Robert G. Go, Jr.

Robina Gokongwei-Pe

Jose T. Pardo

Renato T. De Guzman

Antonio L. Go

Artemio V. Panganiban

4/4

4/4

4/4

4/4

4/4

4/4

4/4

4/4

4/4

100%

100%

100%

100%

100%

100%

100%

100%

100%

Position

Name

No. of Actual Meetings Attended

Attendance Percentage

A. AURROC

Chairman

Member

Member

Member

Advisory Member

Antonio L. Go

Renato T. De Guzman

Jose T. Pardo

Artemio V. Panganiban

James L. Go

4/4

4/4

4/4

4/4

4/4

100%

100%

100%

100%

100%

B. CGNRSC

Chairman

Member

Member

Member

Jose T. Pardo

Renato T. De Guzman

Antonio L. Go

Artemio V. Panganiban

4/4

4/4

4/4

4/4

100%

100%

100%

100%

2022 Board Renumeration

Directors

Per Diem

Board Meetings

Committee Meetings

1. James L. Go

2. Lance Y. Gokongwei

3. Patrick Henry C. Go

4. Robina Gokongwei-Pe

5. Johnson Robert G. Go, Jr.

6. Jose T. Pardo

7. Renato T. De Guzman

8. Antonio L. Go

9. Artemio V. Panganiban

Total

210,000.00

210,000.00

210,000.00

210,000.00

210,000.00

210,000.00

210,000.00

210,000.00

210,000.00

1,890,000.00

105,000.00

-

-

-

-

210,000.00

210,000.00

210,000.00

210,000.00

945,000.00

Security Ownership of Management as of December 31, 2022

Notes:
D - Direct
*- less than 0.01%

Executive Compensation

A. CEO and four (4) most highly compensated executive officers 

NamePositionSalaryBonusOthers*
1. Lance Y. GokongweiDirector, President and Chief Executive Officer₱90,148,972.00₱500,000.00₱210,000.00
2. Maria Celia H. Fernandez-EstavilloSenior Vice President, General Counsel and Corporate Secretary
3. Renato T. SaludSenior Vice President, Corporate Affairs and Sustainability
4. Bach Johann M. SebastianSenior Advisor, Corporate Finance and Strategy
5. Aldrich T. JavellanaSenior Vice President and Treasurer

*includes per diems of directors

B. All other officers and directors as a group unnamed

SalaryBonusOthers*
₱62,518,545.00₱4,000,000.00₱2,625,000.00

*includes per diems of directors

Below is the security ownership of certain record and beneficial owners of more than 5% of the JGSHI’s voting securities as of December 31, 2022

*See notes in SEC 17-A “Security Ownership of Certain Record and Beneficial Owners” portion

The Corporate Secretary
The Chief Compliance Officer

Compliance Report

The Company submitted the 2021 Integrated Corporate Governance Report (“I-ACGR”) to the SEC and PSE on May 25, 2022. The I-ACGR is a reportorial requirement under SEC Memorandum Circular No. 15 series of 2017 for all PLCs to disclose the Company’s compliance or non-compliance with the recommendations provided under the CG Code for PLCs. With the “comply or explain” approach, voluntary compliance to recommended corporate governance best practices is combined with mandatory disclosure.

View the company’s I-ACGR here:

Company I-ACGR

The Company has a compliance program/manual covering compliance with relevant laws, regulations and policies that is annually reviewed. The manual also has the following contents:

Dividends

The Company’s policy is to deliver a steady flow of dividends to its shareholders. In the past five years, JGS has successfully paid out at least Php 0.30 per share annually despite the significant adverse impact of the pandemic in the Company’s operations and profitability. The Company shall declare cash dividends annually. The dividend rate, however, shall be reviewed every year by the Board of Directors taking into account the absence of circumstances which may restrict the payment of such dividends and considering applicable laws and regulations, the Company’s results of operations, medium and long-term growth and investment strategies, cash flow requirements, and other relevant factors.

The Board approved on May 12, 2022 the declaration of a regular cash dividend in the amount of Forty Centavos (Php 0.40) per common share from JGSHI’s unrestricted retained earnings as of December 31, 2021 to all stockholders of record as of May 26, 2022. The cash dividends were paid on June 4, 2022.