Corporate Governance

The Board Charter

The Company maintains a comprehensive Board Charter that outlines the roles, responsibilities, and governance framework guiding its Board of Directors. This Charter is integral to the Company, and is aligned with the company's Revised Corporate Governance Manual (RCGM), and best practices to ensure transparency, accountability, and effective oversight.

Board Charter.

The 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 the two (2) Board Committees namely: (a) Audit, Related Party Transactions and Risk Oversight Committee (AURROC) and (b) Governance, Nomination, Remuneration and Sustainability Committee (GNRSC).

A. Audit, Related Party Transactions and Risk Oversight Committee (AURROC)

The role of AURROC is to oversee the Company’s financial reporting, internal control system, internal and external audit processes, and monitor compliance with applicable laws and regulations, and internal policies for efficiency and effectiveness of business operations, and proper safeguarding and use of the Company’s resources and assets; to ensure that the group-wide policy and system governing Material Related Party Transactions (“MRPTs”), particularly those that breach the materiality threshold is in place and effectively working including review and approval thereof to guarantee that transactions are transparent, conducted fairly and at arm’s length; and to oversee the establishment of Enterprise Risk Management (“ERM”) framework that will effectively identify, monitor, assess and manage key business risks as well as provide oversight over its risk management policies and procedures. In addition to these, under the RCGM, the AURROC has the primary responsibility to appoint and remove the external auditor as well as the head of internal audit.

More details on the AURROC are contained in the AURROC Charter.

Composition:

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

Meetings:

For year 2024, the AURROC met four (4) times, with 100% attendance in all meetings.

B. Governance, Nomination, Remuneration and Sustainability Committee (GNRSC)

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, Environmental, 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: oversight of the implementation of a Corporate Governance framework and periodical review thereof; monitor compliance with the Code of Business Conduct and Ethics and accompanying Corporate Governance policies; oversee Board evaluation and continuing education/training; implement remuneration matters for corporate and individual performance; define the nomination, election, and succession planning for the Board and key officers; and provide guidance and oversee policy-making on the Company’s sustainability strategies, programs, initiatives and reports. The GNRSC also evaluates management’s effectiveness in maximizing climate-related risks and opportunities into JGSHI’s strategy planning.

More details on the GNRSC are contained in the GNRSC Charter

Composition:

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

Meetings:

For year 2024, the GNRSC met four (4) times, with 100% attendance in all meetings.