Policies

C. Board and Board Committee Meetings

1. General Requirements: Quorum, Notification, Frequency

The Board diligently makes informed and prudent decisions, consistently acting in the best interests of the Company and its shareholders. The Company requires a quorum of 2/3 for Board decisions, except for the election of officers, which requires a vote by a majority of all Board members. In accordance with the Company’s By-Laws, board meetings are scheduled in the last quarter of the preceding year, with regular sessions held and special meetings convened when required by business exigencies. The Board receives meeting notices, agendas, and other relevant meeting materials at least five business days prior to each meeting to allow for review before said meetings. As seen in the Certificate of Attendance of Meetings uploaded to the website, all incumbent Directors have complete attendance for 2025.

In 2025, the Board met 15 times, with a quorum (2/3 of the number of Directors) in all meetings. There was a total of nine Board Committee meetings in 2025: five AURROC Meetings and four GNRSC meetings, which included updates on Governance and Sustainability. All the members of the Board were likewise present in the ASM.

On August 7, 2025, under the chairmanship of Mr. Go as the Lead Independent Director, the NEDs and IDs met without executives present. Likewise, on November 6, 2025, they met with the External Auditor, CAE, CFRO, and CCO. On the same date, the IDs, who are members of AURROC, met with the External Auditor without any management present.

2. Attendance in Board Meetings and ASM

3. Attendance in Board Committee Meetings

Audit, Related Party Transaction, Risk Oversight Committee (AURROC) Meetings

D. Board Committees

For 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 two Board Committees, namely: 1) AURROC; and 2) GNRSC.

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

a. Roles and Functions

As provided in the Company’s RCGM and the AURROC Charter, 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, regulations, and internal policies for improving business operations’ efficiency and effectiveness, as well as safeguarding and properly utilizing the Company’s resources and assets. It also ensures that the group-wide policy and system governing Material Related Party Transactions (“MRPTs”), especially those exceeding the materiality threshold, are in place and functioning effectively—including review and approval processes—to guarantee transparency, fairness, and arm’s-length conduct of transactions. Furthermore, the AURROC is responsible for overseeing the establishment of an ERM framework that accurately identifies, monitors, assesses, manages, and reports on key business risks, including those related to Information Technology (such as disruptions, cybersecurity, and disaster recovery). It also provides oversight of the risk management policies and procedures. Additionally, under the RCGM and the AURROC Charter, the AURROC has the primary responsibility to appoint and remove the external auditor and the head of internal audit.

i. Audit and Accountability

1. Internal Audit
   
   The Board ensures that its shareholders receive a balanced and comprehensible quarterly assessment of the Company’s performance, position, and prospects. Interim and other reports that could adversely affect its businesses, including its submissions and disclosures to the SEC and PSE, are also made available on the company website.
   
   The Board also appointed Rya Aissa S. Agustin as the CAE upon the recommendation of the AURROC to perform the Internal Audit function, pursuant to the RCGM.
   
   The Internal Audit Group (“IAG”) is committed to its purpose and mission of serving as a trusted advisor to the Board and Management. It strives to deliver independent, objective, and high-quality assurance and advisory services through agile audit methodologies and modern audit technologies. The IAG is likewise committed to complying with the Global Internal Audit Standards and to maintaining processes that support ongoing enhancements in quality, independence, and professionalism.
   
   Further, the IAG operates under an Internal Audit Charter that is periodically reviewed and approved by the AURROC. It applies a risk-based and data-driven audit approach, strengthened by dynamic risk assessments to identify new and emerging risks. The IAG leverages technology-enabled audit techniques, data analytics, and automated testing to enhance coverage, insight, and audit efficiency.
   
   Moreover, the IAG provides independent assurance, consulting, and investigative services over governance, risk management, internal controls, and compliance with applicable laws and regulations. Its audit coverage includes key areas such as Cybersecurity and IT governance, data protection, digital transformation initiatives, artificial intelligence (“AI”)-related risks, and Environmental, Social, and Governance (“ESG”)-related processes and controls.
   
   To promote synergy and scale across the conglomerate, the IAG collaborates closely with the internal audit teams of various business units through benchmarking, best practice sharing, and the use of common GRC tools.
   
   The IAG continues to invest in training, certifications, and professional development to ensure its auditors remain globally competitive and responsive to the organization’s evolving needs and risk landscape.
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2. External Audit
   
   Under the RCGM and the AURROC Charter, the AURROC is mandated to safeguard the integrity and independence of both the Internal and External Auditors. It exercises oversight by reviewing and monitoring their independence, objectivity, and adherence to applicable laws and regulations. The AURROC also conducts an annual assessment of the External Auditor’s effectiveness. In the event of the removal or change of the External Auditor, the AURROC is responsible for providing justification for such action and ensuring the appropriate disclosure thereof.
   
   The Board, after consultations with the AURROC, recommends to the Shareholders a competent External Auditor duly accredited by the SEC (under Group A category) who shall undertake an independent audit of the Corporation. SGV & Co., the External Auditor appointed, has the ability to understand complex related party transactions, their counterparties, and valuations of such transactions. It employs adequate quality control procedures and agrees to be subjected to the SEC Oversight Assurance Review (“SOAR”) Inspection Program conducted by the SEC’s Office of the General Accountant (“OGA”).
   
   The AURROC evaluates and approves all non-audit services conducted by the External Auditor. Below is a table of all audit and non-audit-related fees in 2025:
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No other service was provided by external auditors to the Company for the calendar year 2025.

ii. Related Party Transaction

The Company conducts all MRPTs on an arm’s-length basis, on fair and reasonable terms and conditions no less favorable than any such terms available to unrelated third parties under the same or similar circumstances. The MRPT Policy ensures that accountability of the Board and Management for MRPTs is in place. Aside from disclosing conflicts of interest, directors and officers with material interests in any transaction, or who have an actual or potential conflict with the Company, must abstain from participating in the deliberation of the same.

iii. Internal Controls

To further demonstrate the Company’s commitment to the pursuit of good governance and achieving compliance with applicable laws and Company policies and procedures, the Company actively strengthens the Enterprise Governance, Risk Management, and Compliance (“GRC”) culture and maintains a strong system of internal controls focused on accountability and oversight of operations. With the leadership of the Company’s CFRO, internal control is embedded in the Company’s operations and each Business Unit (“BU”) and CCU. To accomplish the established goals and objectives, the BUs and CCUs implement robust and efficient process controls to ensure: 1) compliance with policies, procedures, laws, and regulations; 2) economic and efficient use of resources; 3) check and balance and proper segregation of duties; 4) identification and remediation control weaknesses; 5) reliability and integrity of information; and 6) proper safeguarding of company resources and protection of company assets through early detection and prevention of fraud. 

The annual Statement of Internal Controls and Compliance System Attestation (“SICCSA”) for 2025 is signed by the CAE, CFRO, and President and CEO. It attests that the Company’s internal controls, risk management and compliance system, and governance practices are adequate, and were reported in AURROC and to the Board. This is in accordance with the Board’s function of annually reviewing the Company’s internal control system and risk management framework. The 2025 SICCSA cited in the SEC 17-A (Annual Report) and the Internal Audit Charter are both available in the “Internal Controls” portion of the “Shareholders” tab of the “Corporate Governance” page of the Company website.

b. Composition

The Board Committee Chairman and Members, who are all IDs and have finance, accounting, and/or business administration backgrounds, are as follows:

AURROC

• Chairman: Antonio L. Go (ID)
• Members: 
  • Bernadine T. Siy (ID)
  • Renato T. De Guzman (ID)*
  • Artemio V. Panganiban (ID)
  • Antonio Jose U. Periquet, Jr. (ID) *
    
• Advisory Member: James L. Go (NED)

*Mr. Antonio Jose U. Periquet, Jr. replaced Mr. Renato T. De Guzman effective May 15, 2025.

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

a. Roles and Functions

As provided in the Company’s RCGM and the GNRSC Charter, the role of the GNRSC is 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, and recommend a formal framework on the nomination, and evaluation of the performance of the Directors and Senior Management to ensure that this framework is consistent with the Company’s culture, strategies and the business environment. This includes the following functions: 1) overseeing the implementation of a Corporate Governance framework and conducting periodic reviews to ensure it remains relevant to the Company; 2) monitoring compliance with the Code of Business Conduct and Ethics and accompanying Corporate Governance policies; 3) overseeing Board evaluation and ongoing education/training; 4) implementing remuneration matters for corporate and individual performance; 5) defining and approving the nomination, election, and succession plans for the Board and key officers; and 6) providing guidance and overseeing policy delevopment on the Company’s sustainability strategies, programs, initiatives and reports. The GNRSC also evaluates management’s effectiveness in maximizing climate-related risks and opportunities in JGSHI’s strategy planning.

i. Governance Programs

ii. Nomination

Pursuant to the Board Election and Nomination Policy, the GNRSC pre-screens and shortlists all candidates nominated to become members of the Board, and considers engaging external sources, such as professional search firms, director databases and/or other reputable external sources to further enhance the search for and widen the base of potential nominees in accordance with the list of qualifications and disqualifications as defined in the Company’s RCGM.

iii. Remuneration

Through the GNRSC, the Company ensures that the remuneration of directors, officers, and employees is sufficient and competitive with other similar industries through market salary surveys to attract and retain qualified and competent employees. Formal procedures for the development and implementation of succession planning and remuneration for directors and officers are in place through the Succession and Remuneration Policy.

The GNRSC recommends the remuneration for both Executive and NEDs, subject to approval by the Board. The fixed remuneration for NEDs (including IDs) is based on the time, commitment, and responsibilities associated with the role. The remuneration for Executive Directors may include a fixed monthly salary, as approved by the Board in line with their appointment, along with variable pay tied to the Company’s and individual performance.

The GNRSC likewise defines the performance criteria and measurable standards, including climate and sustainability, which will determine the basis for the variable pay. Additionally, the Committee may consider aligning the remuneration of Key Executives and the Board with the long-term interests of the Company and its shareholders.

On the other hand, the compensation structure for Key Management Personnel and Senior Management Team members may consist of both a fixed salary and performance-based variable compensation. This framework will be designed to help the Company attract and retain top talent, ensuring effective management with a long-term strategic focus.

a. Board

b. Executive Compensation

The aggregate compensation given to officers and directors of the Company for the year 2025 is reported in the JGS Annual Report SEC Form (17A) December 2025, Part III, Item 10.

iv. Sustainability

‍Sustainability as a Governing Principle

Sustainability as a governing principle is anchored in JGSHI’s core value of Stewardship, which emphasizes responsible management of resources and long‑term accountability for impacts. Stewardship provides the values and intent, while sustainability provides the governing discipline and system through which these values are operationalized across the Group.

Together, they strengthen oversight, uphold ethical conduct, and reinforce long‑term organizational resilience.

Please see discussion on Sustainability in the Report.

b. Composition

The Board Committee Chairman and Members, who are all Independent Directors and have finance, accounting, and/or business administration backgrounds, are as follows:

GNRSC‍

• Chairperson – Bernadine T. Siy (ID)
• Members: 
  • Renato T. De Guzman (ID)*
  • Antonio L. Go (ID)
  • Artemio V. Panganiban (ID)
  • Antonio Jose U. Periquet, Jr. (ID)*