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"), Board Charter, and Board Committee Charters.
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. Board diversity shall be considered from varied aspects when structuring the Board’s composition including but not limited to gender, age, culture and educational background, geographical location, professional experience, skills, knowledge, and length of service of directors, among others. Likewise, in the implementation of its Board Diversity Policy, JGSHI does not discriminate by reason of ethnicity, nationality, political, or religious backgrounds of its directors, officers, and employees. Specifically for the Board, when searching for candidates for director, the Company uses professional search firms or other external sources as a policy. Thus, the incumbent Board is diverse in terms of expertise, gender, professional experience, and academic backgrounds.
The Company’s directors are elected at the Annual Stockholders’ Meeting to serve until the next annual meeting and until their respective successors are elected and qualified. The Board’s composition, with all members meeting the necessary qualifications and none of the disqualifications, is as follows: three (3) Non-Executive Directors, four (4) Independent Directors, and two (2) Executive Directors, including the President and CEO.
In line with the RCGM, Board Diversity Policy, and Nomination and Election Policy framework, the Governance, Nomination, Remuneration, and Sustainability Committee (GNRSC), reviewed the structure, size, and composition of the Board. In accordance with its objective of having at least four Non-Executive Independent Directors, including one female, with diverse backgrounds beneficial to the Company's business that possesses all necessary qualifications, Ms. Bernadine T. Siy, was first elected to the Board of Directors, during the Annual Stockholders’ Meeting on June 3, 2024. Currently, the Company has two female Directors—one (1) Independent Director and one (1) Non-Executive Director, Ms. Robina Gokongwei-Pe.
The policy of JGSHI’s Board governance structure can be found in Article III of its Revised Corporate Governance Manual and Board Charter indicating, namely: composition; qualifications; disqualifications; duties and responsibilities of the board, including the role of the Lead Independent Director; meetings and quorum; remuneration; and directorships in other corporations.
Board Competencies (Matrix)
Each Director provides a unique business perspective, experience, and skill set that are all valuable to the Company.
Board Independence
Independent Directors
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 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.
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 meeting 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 separate from the President and CEO. The Chairman of the Board is Mr. James L. Go, while the President and CEO is Mr. Lance Y. Gokongwei.
The Chairman
The Board is headed by a competent Chairman, who 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 Revised Corporate Governance Manual.
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 Chair and its Committees in setting agendas for the meetings, attends Corporate Governance trainings, safekeeps 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 is a lawyer by profession, and possesses all the qualifications and none of the disqualifications to hold the position.
The Chief Compliance Officer
The Chief Compliance Officer monitors, reviews, evaluates and ensures the compliance by the Company, its directors, officers and employees with the provisions and requirements of relevant laws, rules and regulations. She also attends Corporate Governance trainings, ensures the integrity and accuracy of all documentary submissions to the regulators, identifies possible areas of compliance issues and works towards their resolution. She assists the Board and the Governance, Nomination, Remuneration and Sustainability (“GNRSC”) 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.