Corporate Governance

Internal Controls

To further advocate the Company’s commitment in the pursuit of good governance and achieving compliance with applicable laws and Company policies and procedures, the Company ensures to strengthen the Enterprise Governance, Risk Management and Compliance (GRC) Culture and maintain 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 operations of the company and in each Business Unit (BU) and Corporate Center Unit (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
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 for 2024, signed by the Chief Audit Executive, Chief Risk and Finance Officer, and President and Chief Executive Officer, attesting that the Corporation’s internal controls, risk management and compliance system, and governance practices are adequate, was reported in AURROC and to the Board. This is in accordance with the Board’s function to annually review the internal control system and risk management framework of the Company.

Statement of Internal Controls and Compliance System Attestation for 2023

View and/or download the Internal Audit Charter here.

ACCOUNTABILITY AND AUDIT

The Board ensures that its shareholders are provided with a balanced and comprehensible assessment of the Company’s performance, position and prospects on a quarterly basis. Interim and other reports that could adversely affect its business are also made available in the Company website including its submissions and disclosures to the SEC and PSE. The Board also appoints a Chief Audit Executive upon the recommendation of the Audit, Related Party Transactions and Risk Oversight Committee (“AURROC”).

Rya Aissa S. Agustin, 43, is the Chief Audit Executive of JGSHI, appointed on July 1, 2021. Prior to her current role, she served as Director for Corporate Internal Audit. She has extensive experience in internal audit, compliance, risk management and finance in local and international sectors. Before joining JGSHI in 2020, she was the Compliance and Monitoring Head for National Grid Corporation of the Philippines. She started her audit practice in the Global Internal Audit group of Procter & Gamble handling several roles as Global Subject Matter Expert across various audit areas. She is a Certified Internal Auditor (“CIA”) and a Fellow, Life Management Institute, with Distinction (“FLMI”) which are globally recognized certifications for audit and financial services professionals. She graduated with a degree in BS Economics (Magna Cum Laude) from the University of the Philippines.

Internal Audit

The Internal Audit Group is focused on adhering to their purpose, mission and vision to be the trusted advisors of the Board and Management and be world-class internal audit professionals who deliver independent, objective, quality and agile audit services at benchmark value, enabled by innovative audit systems and technologies.

The activities of the Internal Audit Group are governed by an Internal Audit Charter, which is approved and reviewed periodically by the AURROC under the charter. The Internal Audit adopts a risk-based audit approach and performs agile risk assessment to consider new and emerging risks. The Internal Audit Group provides independent and objective assurance, consulting and investigative services to assess and enhance the overall control environment encompassing the governance practices, risk management and internal controls and compliance with applicable laws and regulations.

To create competitive advantage through Governance, Risk Management and Compliance (“GRC”) scale and synergies, the Internal Audit Group continues to work closely with the internal audit teams of the different business units through benchmarking and sharing of knowledge, best practices and tools.

The Internal Audit Group provides continuing training and professional development programs to remain relevant and to keep with the evolving business needs of the conglomerate.

Other Matters
External Auditor and their fees

No other service was provided by external auditors to the Company for the calendar year 2023.