JG Summit Corporation
JG Summit Corporation
  • About Us
  • Stories
  • Sustainability
  • Corporate Governance
  • Disclosures
  • Investor Relations
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  • Careers
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JG Summit Corporation
  • About Us
  • Stories
  • Sustainability
  • Corporate Governance
  • Disclosures
  • Investor Relations
  • Foundation
  • Careers
  • Contact Us
  • About Us
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    • Company Profile
    • Our Purpose, Core Values & Ambition
    • Our History
    • Strategic Business Units, Ecosystem Plays, & Core Investments
    • Management Team
    • Organizational Structure and Conglomerate Map
    • Articles of Incorporation and By-Laws
  • Stories
  • Sustainability
  • Corporate Governance
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    • Overview
    • Board and Board Committees
    • Shareholders
    • Stakeholders
    • CG Manual and Policies
    • Compliance Reports
  • Disclosures
  • Investor Relations
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    • Investor Relations Program
    • Shareholdings Structure
    • Shareholders Information
    • Quarterly Reports
    • Annual Reports
    • Sustainability Reports
    • Financial Results
    • IR Presentations
    • Calendar of Events
  • Foundation
  • Careers
  • Contact Us

Corporate Governance

Overview
Governance Statement Company Strategy and Objective Articles of Incorporation and By-laws
Board and Board Committees
Board Profile Board Structure Board Meetings Board Committees Board Development
Shareholders
Ownership Structure Rights and Equitable Treatment of Shareholders Annual Stockholders' Meeting Enterprise Risk Management Internal Controls
Stakeholders
Corporate Social Responsibility and Sustainability Employees, Customers, Suppliers and Creditors Medium of Communication
CG Manual and Policies
Revised Corporate Governance Manual Code of Business Conduct and Ethics Anti-Bribery and Anti-Corruption Policy Board Diversity Policy Board Nomination and Election Policy Conflict of Interest Policy Corporate Disclosure Policy Directors, Officers, Stockholders and Related Interests (DOSRI) Dividend Policy Health, Safety and Welfare Policy Insider Trading Policy Material Related Party Transactions Policy Protection of Creditors’ Rights Policy Succession Planning and Remuneration Policy Supplier Accreditation Policy Whistleblowing Policy
Compliance Reports
Annual and Sustainability Report Integrated Annual Corporate Governance Report (I-ACGR) Compliance Manual

Ownership Structure

A. Security Ownership of Certain Record and Beneficial Owners as of December 31, 2023

Security ownership of certain record and beneficial owners of more than 5% of the JGSHI’s voting securities as of December 31, 2023.

Title of Class Name and addresses of record owners and relationship with the Corporation Name of beneficial owner and relationship with record owner Citizenship No. of shares held % to total outstanding
Common Gokongwei Brothers Foundation, Inc. 43/F Robinsons-Equitable Tower ADB Ave. cor. Poveda St. Ortigas Center, Pasig City (stockholder) Same as record owner
(See note 1)
Filipino 2,096,930,273 27.88%
Common PCD Nominee Corporation (Filipino)
37/F Tower I, The Enterprise Center, 6766 Ayala Ave. cor. Paseo de Roxas, Makati City (stockholder)
PCD Participants and their clients
(See note 2)
Filipino 2,023,186,567 (See note 3) 26.90%
Common PCD Nominee Corporation (Non-Filipino)
37/F Tower I, The Enterprise Center, 6766 Ayala Ave. cor. Paseo de Roxas, Makati City (stockholder)
PCD Participants and their clients (See note 2) Non-Filipino 859,799,286
(See note 3)
11.43%
Common RSB-TIG No. 030-46-000001-9 17/F Galleria Corporate Center, EDSA cor. Ortigas Avenue, Quezon City (stockholder) Trustee’s designated officers
(See note 4)
Filipino 1,084,985,186 14.43%

Notes:

1. Gokongwei Brothers Foundation, Inc. (the “Foundation”) is a non-stock, non-profit corporation organized by the irrevocable donation by the incorporators, who are also Trustees of the Foundation, of shares of JG Summit Holdings, Inc. Under the Articles of Incorporation and By-Laws of the Foundation, except for salaries of employees and honoraria of consultants and similar expenses for actual services rendered to the Foundation or its projects, no part of the corpus or its income and increments shall benefit or be used for the private gain of any member, trustee, officer or any juridical or natural person whatsoever. The Chairman of the Board of Trustees shall exercise exclusive power and authority to represent and vote for any shares of stock owned by the Foundation in other corporate entities. The incumbent Chairman of the Board of Trustees of the Foundation is Mr. Lance Y. Gokongwei.

2. PCD Nominee Corporation is the registered owner of the shares in the books of the Corporation’s transfer agent. PCD Nominee Corporation is a corporation wholly-owned by Philippine Depository and Trust Corporation, Inc. (formerly the Philippine Central Depository) (“PDTC”), whose sole purpose is to act as nominee and legal title holder of all shares of stock lodged in the PDTC. PDTC is a private corporation organized to establish a central depository in the Philippines and introduce scripless or book-entry trading in the Philippines. Under the current system of the PDTC, only participants (brokers and custodians) are recognized by PDTC as the beneficial owners of the lodged shares. Each beneficial owner of shares through his participant is the beneficial owner to the extent of the number of shares held by such participant in the records of the PCD Nominee.

3. Out of the PCD Nominee Corporation account, “Citibank N.A.” and “Philippine Equity Partners, Inc.” hold for various trust accounts the following shares of the Corporation as of December 31, 2023:

No. of shares % to Outstanding
Citibank N.A 895,182,892 11.90%
Standard Chartered Bank 444,804,034 5.91%
Voting instructions may be provided by the beneficial
owners of the shares.

4. Robinsons Bank - Trust & Investment Group (RSB-TIG) is the trustee of this trust account. The shares are voted by the trustee’s designated officers.

B. Security Ownership of Management as of December 31, 2023

The Directors and Officers are required to immediately report any changes in ownership of shares of its directors and key officers or within three (3) business days from said occurrence.

Title of class Names of beneficial owner Position Amount and nature of beneficial ownership Citizenship % To Total Outstanding
Named Executive Officers 1
Common 1. Lance Y. Gokongwei Director, President and Chief Executive Officer 570,962,279 (D) Filipino 7.59%
Common 2. Maria Celia H. Fernandez-Estavillo Chief Legal Officer and Corporate Secretary 5,250 (D) Filipino *
Sub-Total 570,967,529 (D)
Other Directors and Executive Officers
Common 3. James L. Go Chairman 156,288,580 (D) Filipino 2.08%
Common 4. Patrick Henry C. Go Director 133,164 (D) Filipino *
Common 5. Robina Y. Gokongwei-Pe Director 190,464,774 (D) Filipino 2.53%
Common 6. Johnson Robert G. Go, Jr Director 43,737(D) Filipino *
Common 7. Jose T. Pardo Director (Independent) 1 (D) Filipino *
Common 8. Renato T. De Guzman Director (Independent) 22,838 (D) Filipino *
Common 9. Antonio L. Go Director (Lead Independent) 1 (D) Filipino *
Common 10. Artemio V. Panganiban Director 10 (D) Filipino *
Common 11. Michael P. Liwanag Chief Strategy Officer 105,000 (D) Filipino *
Common 12. Lisa Y. Gokongwei-Cheng Chief Digital Officer 146,018,275 (D) Filipino 1.94%
Common 13. Brian M. Go Chief Finance and Risk Officer 2,237,577 (D) Singaporean 0.03%
Common 14. David Gulliver G. Go Chief Human Resources Officer 43,735 (D) Filipino *
Sub-Total 495,357,692 (D)
All directors and executive officers as a group unnamed 1,066,325,221 (D) 14.18%

Notes:

1. As defined under Part IV (B) (1) (b) of Annex “C” of SRC Rule 12, the “named executive officers” to be listed refer to the Chief Executive Officer and those that are the four (4) most highly compensated executive officers as of December 31, 2023.

* - less than 0.01%

(D) - Direct Shareholdings

The Ownership Structure can be viewed in the Annual Report 17-A and Definitive Information Statement submitted to the SEC.

Trading of Securities

JGSHI has in place an Insider Trading Policy which governs the trading of Company shares by directors, key officers, and individuals with access to material non-public information.

The Directors and Officers of the Company are required to report any changes in ownership of Company shares to the Office of the Corporate Secretary within three (3) business days from said occurrence. The Office of the Corporate Secretary shall file the required disclosure to comply with reporting requirements of the PSE and the SEC within the prescribed period.



The other Executive Officers of the Company have no beneficial ownership over any shares of the Company as of December 31, 2023, namely:

1. Renato T. Salud - Chief Corporate Affairs and Sustainability Officer
2. Aldrich T. Javellana - Senior Vice President and Treasurer
3. Michele F. Abellanosa - Vice President, Corporate Controllership
4. Rya Aissa S. Agustin - Chief Audit Executive
5. Laurinda R. Rogero - Chief Compliance Officer
6. Ma. Cristina Bellafor P. Alvarez - Chief Information Officer
7. Bach Johann M. Sebastian - Senior Advisor
8. Alan D. Surposa - Senior Advisor
9. Ian Pajantoy - Data Protection Officer
10. Andre Ria B. Buzeta-Acero - Assistant Corporate Secretary

The shareholdings as of December 31, 2023 indicated above is available at: Public Ownership Report as of December 31, 2023.

The shareholdings as of March 31, 2023 indicated above is available at: Public Ownership Report as of March 31, 2023

A complete ownership structure of the following can be found in the Shareholdings Structure of the Company / Public Ownership Reports:

  1. Directors
  2. Officers
  3. Principal/ Substantial Shareholders

The Group Corporate Structure

The SEC Form 17-A Annual and Sustainability Report of JGSHI

The Company Digital Annual and Sustainability Report

JG Summit Footer Logo
  • 43/F Robinsons Equitable Tower ADB Avenue cor P Poveda St., Ortigas Center, Pasig City Metro Manila, Philippines
  • +632 8633 7631 to 40

OUR COMPANY

  • Company Profile
  • Our Purpose, Core Values & Ambition
  • Our History
  • Strategic Business Units, Ecosystem Plays, & Core Investments
  • Management Team
  • Organizational Structure and Conglomerate Map
  • Articles of Incorporation and By-Laws
  • Gokongwei Brothers Foundation

INVESTOR RELATIONS

  • Investor Relations Program
  • Shareholdings Structure
  • Shareholders Information
  • Quarterly Reports
  • Annual Reports
  • Sustainability Reports
  • Financial Results
  • IR Presentations
  • Calendar of Events

CORPORATE GOVERNANCE

  • Overview
  • Board and Board Committees
  • Shareholders
  • Stakeholders
  • CG Manual and Policies
  • Compliance Reports

HELPFUL LINKS

  • Disclosures
  • Sustainability
  • Careers
  • Contact Us
  • Privacy Statement

Our Strategic Business Units, Ecosystem Play, Core Investments & Affiliates

  • Universal Robina Corporation (URC)
  • Cebu Pacific (CEB)
  • Robinsons Land Corporation (RLC)
  • JG Summit Olefins Corporation Group (JGSOC)
  • JG Digital Equity Ventures Inc. (JGDEV)
  • Data Analytics Ventures, Inc. (DAVI)
  • GoTyme Bank
  • DHL Summit Solutions
  • Luzon International Premier Airport Development (LIPAD) Corporation
  • PLDT, Inc. (PLDT)
  • Manila Electric Company (Meralco)
  • Singapore Land
  • BPI
  • Aspen Business Solutions, Inc

© 2023 All Rights Reserved. JG Summit Holdings, Inc.

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