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, Corporate Governance framework and other relevant topics essential in the performance of their functions. Aside from orientation programs for new directors, the current directors including all key officers and employees undertake an annual e-learning refresher course of the Company’s Code of Business Conduct and Ethics.
As a matter of continuous professional education, the Company facilitates training opportunities for the directors and key officers annually. An in-house SEC-accredited Corporate Governance session for the directors and key officers of JGSHI entitled “ESG Session on the JGSHI Board” and facilitated by speaker Mr. Dedy Mahardika of the Carbon Disclosure Project (CDP) in Southeast Asia and Oceania, was virtually held on February 23, 2023.
Another SEC-accredited Corporate Governance webinar for the JGSHI directors and officers entitled “Unbox Extra: The Innovation Festival” was held on June 14, 2023 with the following topics and speakers:
| Topic | Speaker |
|---|---|
| Harnessing the Potential of Generative AI in the Philippines | Anthony Oundjian |
| Data Analytics & Gen AI | Jan Michael Jaudian |
| Process Improvement Using Generative AI | Suzanne Lee |
| Customer Experience and AI | Stephanie Sy |
| Empowering Employees | Janet Uy |
These two (2) Corporate Governance training sessions were authorized by SEC to be rebroadcasted on October 19, 2023 for Directors and Key Officers that were not able to attend both trainings.
View and/or download details of the Annual Corporate Governance Training and Certificates of Attendance.
Corporate Governance Training of Directors and Officers for 2022
Corporate Governance Training of Directors and Officers for 2023
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 Planning and Remuneration Policy
Board Remuneration
Based on the Succession Planning and Remuneration Policy of JGSHI, the remuneration of the Board is recommended by the GNRSC and approved by the Board, whose actions are ratified by the shareholders during the ASM. In 2023, the Chairman and the directors who attended all board meetings received a total per diem of Php 240,000 each, while directors and advisors in committee meetings each received Php 240,000 and Php 120,000, respectively.
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 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; 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.
The annual self-assessment is also supported by an external facilitator every three (3) years and allow 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.
In 2023, JGSHI customized the template from GGAPP to conduct its Board Self-Assessment and the results were reported to the GNRSC and the Board on August 9 and 10, 2023, respectively.