The Board of Directors' Responsibilities & Composition

The Board of Directors (“The Board”) is primarily responsible for the governance of the Company and provides an independent check on management. It has the duty to foster the long-term success of the Company and to ensure that the Company’s competitiveness and profitability will be sustained in a manner consistent with its corporate objectives for the best interest of the company and its stakeholders.

The Board formulates the Company’s vision, mission, strategic objectives, policies and procedures that guides its activities, including the means to effectively monitor Management’s performance. It provides direction and approval in relation to matters concerning the Company’s business strategies, policies and plans, while the day-to-day business operations are delegated to the Executive Committee.

The Board exercises care, skill and judgment and observe good faith and loyalty in the conduct and management of the business and affairs of the Company. It ensures that all its actions are within the scope of power and authority as prescribed in the Articles of Incorporation, By-Laws, and existing laws, rules and regulations. To uphold high standard for the Company, its Shareholders and other Stakeholders, the Board conducts itself with honesty and integrity in the performance of its duties and responsibilities.

Balanced Board Composition

JGSHI recognizes the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth. It is currently comprised of 11 members whose biographical details are set out in the succeeding section and may also be found in the Information Statement. The Board is diverse in terms of expertise, gender and professional experience. Of the 11 directors, 10 directors are non-executive, 3 of which are independent directors. The Board also has 2 women forming part of the non-executive directors. Furthermore, the posts of Chairman and Chief Executive Officer of the Company are separate to ensure a clear distinction between the Chairman’s responsibility to manage the Board and the Chief Executive Officer’s responsibility to manage the Company’s business. The division of responsibilities between the Chairman and the Chief Executive Officer is clearly established and set out in the Revised Corporate Governance Manual.

Profiles of the Board of Directors

1. JOHN L. GOKONGWEI, JR.

John L. Gokongwei, Jr., 92, is the Founder and Chairman Emeritus of JGSHI Holdings, Inc., Universal Robina Corporation and Robinsons Land Corporation. He is currently the Chairman of the Gokongwei Brothers Foundation, Inc., and a director of Cebu Air, Inc., Robinsons Retail Holdings, Inc. and Oriental Petroleum and Minerals Corporation. He was elected a director of Manila Electric Company on March 31, 2014. He is also a non-executive director of A. Soriano Corporation. Mr. John L. Gokongwei, Jr. received a Master’s degree in Business Administration from the De La Salle University and attended the Advanced Management Program at Harvard Business School.

2. James L. Go

James L. Go, 79, is the Chairman of JGSHI and Cebu Air, Inc. He is the Chairman and Chief Executive Officer of Oriental Petroleum and Minerals Corporation. He is the Chairman Emeritus of Universal Robina Corporation, Robinsons Land Corporation, JGSHI Petrochemical Corporation and JGSHI Olefins Corporation. He is the Vice Chairman of Robinsons Retail Holdings, Inc. and a director of Marina Center Holdings Private Limited, United Industrial Corporation Limited and Hotel Marina City Private Limited. He is also the President and Trustee of the Gokongwei Brothers Foundation, Inc. He has been a director of the PLDT Inc. (PLDT) since November 3, 2011. He is a member of the Technology Strategy and Risk Committees and Advisor of the Audit Committee of the Board of Directors of PLDT. He was elected a director of Manila Electric Company on December 16, 2013. Mr. James L. Go received his Bachelor of Science Degree and Master of Science Degree in Chemical Engineering from Massachusetts Institute of Technology, USA.

3. Lance Y. Gokongwei

Lance Y. Gokongwei, 52, is the President and Chief Executive Officer of JGSHI. He is the Chairman of Robinsons Retail Holdings, Inc., Universal Robina Corporation, Robinsons Land Corporation, JGSHI Petrochemical Corporation, JGSHI Olefins Corporation and Robinsons Bank Corporation. He is also the President and Chief Executive Officer of Cebu Air, Inc. He is a director and Vice Chairman of Manila Electric Company and is a Director of Oriental Petroleum and Minerals Corporation and United Industrial Corporation Limited. He is a trustee and secretary of the Gokongwei Brothers Foundation, Inc. He received a Bachelor of Science degree in Finance and a Bachelor of Science degree in Applied Science from the University of Pennsylvania.

4. Lily G. ngochua

Lily G. Ngochua, 87, has been a director of JGSHI since its formation in 1990. She is responsible for overseeing the Company’s hotel and agro-industrial business in Cebu. She also supervises the purchasing and treasury departments of the URC Biscuit and Noodle Plants in Cebu and handles the treasury functions of the retail and mall business in Cebu. She received a Bachelor of Arts degree from Maryknoll College in Quezon City in 1957.

5. Patrick Henry C. Go

Patrick Henry C. Go, 48, has been a director of JGSHI since 2000. He is currently a director and Vice President of Universal Robina Corporation and is the President and Chief Operating Officer of JGSHI Petrochemical Corporation and JGSHI Olefins Corporation. He is also the President and Chief Operating Officer of the URC Packaging (BOPP) Division and the Flexible Packaging Division. In addition, he is a director of Robinsons Land Corporation and Robinsons Bank Corporation. He is a trustee and treasurer of the Gokongwei Brothers Foundation, Inc. He received a Bachelor of Science degree in Management from the Ateneo De Manila University and attended the General Manager Program at Harvard Business School. Mr. Patrick Henry C. Go is a nephew of Mr. John L. Gokongwei, Jr.

6. Johnson Robert G. Go

Johnson Robert G. Go, Jr., 52, has been a director of JGSHI since August 18, 2005. He is currently a director of Universal Robina Corporation, Robinsons Land Corporation and Robinsons Bank Corporation. He is also a trustee of the Gokongwei Brothers Foundation, Inc. He received a Bachelor of Arts degree in Interdisciplinary Studies (Liberal Arts) from the Ateneo de Manila University. He is a nephew of Mr. John L. Gokongwei, Jr.

7. Robina Gokongwei Pe

Robina Gokongwei Pe, 57, Ms. Robina Y. Gokongwei, has been a director of JGSHI since April 15, 2009. She is also a director of Robinsons Land Corporation, Cebu Air, Inc., and Robinsons Bank Corporation. She is currently the President and Chief Executive Officer of Robinsons Retail Holdings, Inc. consisting of Robinsons Supermarket, Robinsons Department Store, Handyman, True Value, Robinsons Builders, Robinsons Specialty Stores, Robinsons Appliances, Toys R Us, Daiso Japan, Ministop and South Star Drug, and The Generics Pharmacy. She is a Trustee of the Gokongwei Brothers Foundation, Inc. and the Immaculate Concepcion Academy Scholarship Fund. She was also a member of the University of the Philippines Centennial Commission and was a former Trustee of the Ramon Magsaysay Awards Foundation. She attended the University of the Philippines-Diliman from 1978 to 1981 and obtained a Bachelor of Arts degree (Journalism) from New York University in 1984.

8. Cirilo P. Noel

Cirilo P. Noel, 61, has been a director JGSHI since May 28, 2018. He was a Senior Advisor to the Ernst & Young Global Limited (EY) Global Delivery Services (GDS) Philippines from July 1, 2017 to March 31, 2018. He also serves as a Board of Trustee/Director at St Luke’s Medical Center since August 2017 to the present, St Luke’s Foundation and St. Luke’s Medical Center College of Medicines since September 2018 to the present. Mr. Noel continues to serve as a Trustee of the SGV Foundation since December 2003. He is a founding board member of the US-Philippines Society as well as the audit committee chair and a trustee of the Makati Business Club since 2015. He is a former member of the ASEAN Business Club. As a certified public accountant (CPA) and lawyer, Mr. Noel’s areas of expertise include international tax for inbound and outbound investments, tax advisory and planning, tax advocacy, litigation, investment and trade laws. He was, for many years, the Head of SGV’s Tax Division. In June 30, 2017, Mr. Noel retired as Chairman and Managing Partner of SyCip Gorres Velayo & Co. (SGV), the Philippine member firm of EY. When he assumed the post as Chairman and Managing Partner from February 1, 2010 to December 31, 2016 and Managing Partner from January 2009 to December 31, 2016. Under his leadership, SGV became part of the EY Global Delivery Network e global EY organization, he was a member of the EY Global Advisory Council and the EY Asia Pacific Advisory Council for two terms or six years. Mr. Noel was the Presiding Partner of the EY Far East Asia Advisory Council and the EY ASEAN Partners Forum. He also served as ASEAN Sub-Area Tax Head and the Far East Area Business Tax Services Leader. He is a former member of the Board of Trustees and the audit committee chair of the Philippine Business for Social Progress. He is also a former governor of the Management Association of the Philippines. He has also served as president of the Harvard Law Alumni Association of the Philippines and as a member of the Board of Trustees of the Harvard Club of the Philippines. Mr. Noel graduated from the University of the East in Manila with a degree in Business Administration and holds a Bachelor of Laws degree from the Ateneo de Manila University Law School. He obtained his Master’s degree in Law from the Harvard Law School and is a fellow of the Harvard International Tax Program. He also attended the Management Development Program at the Asian Institute of Management. He sits in the Board of the following companies: LH Paragon Inc. since January 2018 to the present, Cal-Comp Technology (Philippines), Inc. since June 2018 to the present, and Amber Kinetics Holding Co. PTE LTD since January 2019 to the present and Philippine Airlines (PAL) since April 2018. He is the Chairman of the Board of Palm Concepcion Power Corporation since June 2018 to the present.

9. Jose T. Pardo

Jose T. Pardo, 79, has been an independent director of JGSHI since August 6, 2003. He is presently the Chairman of the Philippine Stock Exchange, Securities Clearing Corporation of the Philippines, Philippine Savings Bank, Bank of Commerce, and Philippine Seven Corporation. He is also a Director of the National Grid Corporation of the Philippines, ZNN Radio Veritas, Araneta Hotels, Inc., Monte Oro Grid Resources Corporation, Synergy Grid and Development Phils., Inc., Del Monte Philippines, Inc. and League One Finance and Leasing Corporation. He also held positions in government as former Secretary of the Department of Finance and former Secretary of the Department of Trade and Industry. Mr. Pardo is Chairman of PCCI Council of Business Leaders, ECOP Council of Business Leaders and Philippine Business Center Inc. He obtained his Bachelor of Science degree in Commerce, Major in Accounting and his Master’s Degree in Business Administration from the De La Salle University in Manila. He has been conferred on February 10, 2018 an Honorary Doctorate in Finance by the De La Salle University.

10. renato t. de guzman

Renato T. de Guzman, 68, has been an independent director of JGSHI since April 28, 2015. He was appointed Chairman of the Board of Trustees of the Government Service Insurance System in July 2015 under the previous administration and served as such until December 2016. He was a Senior Adviser of the Bank of Singapore until September 2017. He is also a Director of Maybank Philippines, Inc., Director of Investment & Capital Corporation of the Philippines and Chairman of Nueva Ecija Good Samaritan Health System, Inc. and Good Samaritan College. He was formerly the Chief Executive Officer of the Bank of Singapore (January 2010-January 2015), and ING Asia Private Bank (May 2000-January 2010), Country Manager Philippines of ING Barings (1990-2000), and Deputy Branch Manager of BNP Philippines (1980-2000). He holds a Bachelor of Science in Management Engineering from the Ateneo de Manila University, Master’s Degree in Business Administration with Distinction at the Katholieke Universiteit Leuven, Belgium and a Masters in Management from McGill University, Canada.

10. antonio l. go

Antonio L. Go, 78, has been an independent director of JGSHI since May 28, 2018. He is a Director and President of Equitable Computer Services, Inc. and is the Chairman of Equicom Savings Bank and ALGO Leasing and Finance, Inc. He is also a director of Medilink Network, Inc., Maxicare Healthcare Corporation, Equicom Manila Holdings, Equicom Inc., Equitable Development Corporation, United Industrial Corporation Limited, T32 Dental Centre Singapore, Dental Implant and Maxillofacial Centre Hong Kong, Oriental Petroleum and Minerals Corporation, Pin-An Holdings, Inc., Equicom Information Technology, Robinsons Retail Holdings, Inc., Cebu Air, Inc. and Steel Asia Manufacturing Corporation. He is also a Trustee of Go Kim Pah Foundation, Equitable Foundation, Inc., and Gokongwei Brothers Foundation, Inc. He graduated from Youngstown University, United States with a Bachelor Science Degree in Business Administration. He attended the International Advance Management program at the International Management Institute, Geneva, Switzerland as well as the Financial Planning/Control program at the ABA National School of Bankcard Management, Northwestern University, United States.

The Board Committees

To enable better and more focused attention on the affairs of the Company and aid in the optimal performance of its roles and responsibilities, the Board delegates particular matters to the Board Committees set up for the purpose mainly (a) Audit Committee, (b) Corporate Governance Committee and (c) Board Risk Oversight Committee (BROC).

A. Audit Committee

JGSHI ensures that internal control systems and processes are put in place to provide assurance in areas including financial reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of business operations, and proper safeguarding and use of the Company’s resources and assets. The Audit Committee provides oversight for these areas, as well as the Company’s Internal and External Audit processes.

B. Corporate Governance Committee

The Corporate Governance Committee oversees the development and implementation of Corporate Governance principles and policies and recommends a formal framework on the nomination, remuneration and evaluation of the performance of the Directors and key Management Officers consistent with the Company’s culture, strategies and the business environment.

C. Board Risk Oversight Committee

JGSHI has established and continues to enhance its ERM framework to effectively identify, monitor, assess and manage key business risks and assess the effectiveness of risk management strategies. The Board Risk Oversight Committee is responsible for defining the Company’s level of risk tolerance and providing oversight over its risk management policies and procedures to anticipate, minimize, control or manage risks or possible threats to its operational and financial viability.

Board Meetings and Quorum Requirement

The Board schedules meetings at the beginning of the year, and holds regular meetings in accordance with its By-Laws and convene 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, which meeting must be duly minuted. The members of the Board attend regular and special meetings in person or through video/teleconferencing conducted in accordance with the rules and regulations of the SEC except for justifiable reasons that prevent them from doing so. The Independent Directors shall always attend Board meetings. Unless otherwise provided in the By-Laws, their absence shall not affect the quorum requirement. However, the Board may, to promote transparency, require the presence of at least one (1) Independent Director in all its meetings.

To monitor the Directors’ compliance with the attendance requirements, the Company submits to the Commission, within five (5) business days from the end of the Company’s fiscal year, an advisement letter on Directors’ record of attendance in Board meetings

Attendance of Directors

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 Board Chairs and its Committees in setting agendas for the meetings, safe keeps 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.

The Corporate Secretary keeps herself abreast on relevant laws, regulations, all governance issuances, relevant industry developments and operations of the Company, and advice the Board and the Chairman on all relevant issues as they arise. She works fairly and objectively with the Board, Management and Shareholders and contributes to the flow of information between the Board and Management, the Board and its Committees, and the Board and its Stakeholders, including Shareholders.

Atty. Rosalinda F. Rivera or Atty. Lynn as she is fondly called in the office is the current Corporate Secretary of JGSHI. She was appointed as Corporate Secretary on August 6, 2003 and has been Assistant Corporate Secretary since May 2002. She is also the Corporate Secretary of Universal Robina Corporation, Robinsons Land Corporation, Cebu Air, Inc., Robinsons Retail Holdings, Inc. and JGSHI Petrochemical Corporation. Prior to joining the Company, she was a Senior Associate in Puno and Puno Law Offices.

She received a degree of Juris Doctor from the Ateneo de Manila University School of Law and a Masters of Law in International Banking from the Boston University School of Law.

The Compliance Officer

The Compliance Officer monitors, reviews, evaluates and ensures the compliance by the Company; its Officers and Directors with the provisions and requirements of the Corporate Governance Manual and the relevant laws, the Corporate Governance Code, 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 Corporate Governance Committee 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.

Arlene S. Denzon is the current Compliance Officer and Vice President of the Corporate Governance and Management Systems (CGMS) of JGSHI. She also serves as the Compliance Officer of Universal Robina Corporation and Robinsons Land Corporation. Prior to rejoining JGSHI in February 2013, she was the Senior Vice President and Chief Risk Officer (SVP and CRO) in charge of the Enterprise-wide Risk Management Group of Digitel Mobile Philippines, Inc. (DMPI, more popularly known as Sun Cellular) until December, 2012. Ms. Denzon started her career in the Gokongwei Group in 1991 and performed various roles including Accounting Manager of JGSHI until 1997, Assistant Vice President - Special Assistant to the Chairman until 2001, Vice President – Treasurer and Acting Chief Financial Officer of URC International until 2003 before she was seconded to DMPI in 2004. Prior to JGSHI, Ms. Denzon had three years working experience as external auditor in Sycip, Gorres, Velayo & Co.

She was a Certified Public Accountant Board top-notcher and obtained her Bachelor of Accountancy degree, Magna Cum Laude, from the Polytechnic University of the Philippines.