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 the following: About the Company; Group Structure; Ecosystems and Strategy; Corporate Governance Framework; Overview of Committees (i.e., Audit, Related Party Transactions, Risk Oversight, Governance, Nomination, Remuneration, and Sustainability); and other relevant topics essential to the performance of their functions.
| Certificate of Attendance Onboarding Training of Directors for 2023 |  Download |
| Certificate of Attendance Onboarding Training of Directors for 2024 | Download |
As a matter of continuous professional education, JGSHI annually organizes an SEC-accredited in-house corporate governance trainings for its directors and key officers to ensure that they stay informed about industry developments, business trends, and best practices, as provided in the RCGM.
View and/or download details of the Annual Corporate Governance Training and Certificates of Attendance.
| Corporate Governance Training of Directors and Officers for 2022 | Download |
| Corporate Governance Training of Directors and Officers for 2023 | Download |
| Corporate Governance Training of Directors and Officers for 2024 | Download |
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 and Remuneration Policy
Remuneration
Remuneration for both Executive and Non-Executive Directors is subject to approval by the Board of Directors and ratification of Stockholders. The fixed remuneration for Non-Executive Directors (including Independent Directors) 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 performance criteria and measurable standards, which includes climate and sustainability, determine the basis for the variable pay. Additionally, the Company aligns the remuneration of Key Executives and the Board with its long-term interests through additional cash incentives. Therefore, 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 is designed to help the Company attract and retain top talent, ensuring effective management with a long-term strategic focus.
a. Board
*Ms. Bernadine T. Siy replaced Mr. Jose T. Pardo effective June 3, 2024.
b. Executive Compensation
The aggregate compensation given to officers and directors of the Company for the previous year is reported in the JGS Annual and Sustainability Report SEC Form (17A), Part III, Item 10.
Board Assessment
An annual self-assessment to evaluate performance is conducted by the Board as a whole, the Board Committees, the individual directors, and the Company’s key officers. However, an external facilitator is engaged every three (3) years as recommendation in the Code of Corporate Governance for Publicly-Listed Companies (“CG Code”). Hence, in 2022 and 2025, JGSHI engaged Good Governance Advocates and Practitioners of the Philippines (“GGAPP”) as its independent Third-Party Board Performance Evaluator.
The Annual Board self-assessment questionnaires, which is reported to the GNRSC and the Board in the last quarter of the year, contain the following criteria: 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; and 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.
| JGSHI Board Evaluation Form | Download |