BOARD COMMITTEES
In compliance with the Company’s Manual on Corporate Governance, certain members of the Board have been selected as members of the following standing committees: the Nomination and Governance Committee, the Compensation and Remuneration Committee, the Audit Committee, and the Board Risk Oversight Committee.
The Nomination and Governance Committee exercises the principal function of selecting and evaluating directors. Qualifications for selection are consistent with the By-laws and Manual on Corporate Governance. The committee ensures that the Board election will result in a mix of proficient directors, each of whom will add value and bring prudent judgment to the BOD. The committee is also tasked to review the structure, size, and composition of the Board and make appropriate recommendations thereto.
The Compensation and Remuneration Committee has the principal function of studying and recommending the appropriate compensation and/or reward system for corporate officers other than the Chairman. The Chairman’s compensation and remuneration shall be determined by the President and two directors, one of whom shall be an Independent Director. The committee shall establish a policy on remuneration of directors and officers to ensure that their compensation is consistent with the Company’s culture, strategy, and the business environment in which it operates. Furthermore, it is tasked to review the Company’s human resources development or personnel handbook to strengthen provisions on conflict of interest, policies on salaries and benefits, and directives on promotion and career advancement.
The Audit Committee’s primary function is to assist the BOD in fulfilling its oversight responsibilities for financial reporting, internal control systems, internal audit activities, compliance with key regulatory requirements, and enforcement of the Corporate Code of Conduct.
The Board Risk Oversight Committee assists the BOD in overseeing management’s activities, including the risk management of the Company’s physical, financial, operational, labor, legal, security, environmental, and other aspects. The committee plays a vital oversight role and serves as an important liaison to the BOD. Under its charter, the committee has the duty and responsibility of guiding the management through the establishment of the Company’s risk management philosophy and risk appetite. The committee likewise approves the Company’s risk management policy and processes and any revision thereto. It is also responsible for communicating to key stakeholders the status of strategic and critical risks. The committee also provides the necessary support and resources to help management address these risks. Periodic reports are required from management to confirm that the Company’s risk management system is operating correctly and consistently with its objectives.
Board Committee Charters may be viewed in the Company’s website.
BOARD ATTENDANCE
| FEB 10 |
MAR 13 |
MAR 25 |
APR 15 |
JUN 9 |
JUL 29 |
SEP 11 |
SEP 24 |
NOV 19 |
DEC 9 |
||
| Federico R. Lopez | 10 | ||||||||||
| Oscar M. Lopez | 5 | ||||||||||
| Francis Giles B. Puno | 10 | ||||||||||
| Richard Raymond B. Tantoco | 10 | ||||||||||
| Peter D. Garrucho Jr. | 10 | ||||||||||
| Eugenio L. Lopez III | N/A | 4 | |||||||||
| Jaime I. Ayala | 10 | ||||||||||
| Cielito F. Habito | 10 | ||||||||||
| Alicia Rita L. Morales | 10 | ||||||||||
| Manuel L. Lopez Jr.2 | N/A | 10 | |||||||||
| R | R | S | R | R | O | R | S | R | R | ||
Legend: = Present, = Absent, N/A = Not Applicable, R = Regular, S = Special, O = Organizational
1 Served as Director until September 24, 2020
2 Elected as Director on November 19, 2020
PRINCIPAL ACTIVITIES OF THE BOARD
As a publicly-listed company in the Philippines, First Gen ensures that its BOD is composed of individuals responsible for managing and driving the corporate governance structures of First Gen. The BOD is responsible for guiding the Company toward fulfilling its economic targets and governance aspirations. Among the pertinent topics discussed by the BOD are: asset performance, status and operations; regulatory and finance updates; project development; market situation; health and safety programs due to the pandemic; and other issues and concerns as may be raised by the directors and management.
The present BOD of First Gen consists of nine members, including three Independent Directors. With the exception of Director Manuel L. Lopez Jr. who was elected on November 19, 2020 to fill the vacancy created by the resignation of Eugenio L. Lopez III, the directors were elected by the Company’s qualified stockholders during the annual general meeting held on July 29, 2020. Independent Directors Jaime I. Ayala, Cielito F. Habito, and Alicia Rita L. Morales have neither interest nor relationship with First Gen that may hinder their independence from the Company or its management or interfere with their exercise of independent judgment in carrying out their responsibilities.
Composition of the Board
The BOD of First Gen consists of:
Directors' Expertise
Federico R. Lopez
CHAIRMAN AND CEO
Federico R. Lopez, born August 5, 1961, Filipino, has been a member of the Board since December 1998. He is Chairman and CEO of publicly-listed companies First Gen and FPH. He is also Chairman and CEO of Energy Development Corporation (EDC) which was officially delisted from the Philippine Stock Exchange, Inc. effective November 29, 2018. He is a Director of ABS-CBN Corporation, Vice Chairman of Rockwell Land Corporation (Rockwell), and Chairman and CEO of Lopez Holdings Corporation, which are also listed companies. Mr. Lopez is Chairman of the Oscar M. Lopez Center for Climate Change Adaptation and Disaster Risk Management Foundation (OML Center) and the Sikat Solar Challenge Foundation, and President of Ang Misyon, Inc. He is a member of the Board of Trustees of the Forest Foundation Philippines, Philippine Disaster Resilience Foundation, and Teach for the Philippines. Mr. Lopez is a member of the New York Philharmonic International Advisory Board, Asia Business Council, World Presidents’ Organization, Chief Executives Organization, ASEAN Business Club, Management Association of the Philippines, Philippine Chamber of Commerce and Industry, European Chamber of Commerce of the Philippines, and Makati Business Club. Mr. Lopez is a graduate of the University of Pennsylvania with a Bachelor of Arts degree double major in Economics and International Relations (cum laude, 1983).
Oscar M. Lopez
DIRECTOR AND CHAIRMAN EMERITUS
Oscar M. Lopez, born April 19, 1930, Filipino, held the position of Chairman of First Gen from the Company’s incorporation in December 1998 until January 2010, when the Board of Directors bestowed upon him the title Chairman Emeritus. He is also Chairman Emeritus and Chief Strategic Officer of FPH, and Chairman Emeritus of Rockwell, both of which are listed companies. He is Chairman Emeritus of EDC and a member of the Board of Directors of listed company ABS-CBN Corporation. Mr. Lopez has a Bachelor of Arts degree (cum laude) from Harvard University (1951). He also earned his Master’s degree in Public Administration from the Littauer School of Public Administration (now the John F. Kennedy School of Government) at Harvard University (1955). Mr. Lopez was conferred the degrees of Doctor of Humanities honoris causa by the De La Salle University and Ateneo de Manila University in 2010, and Doctor of Laws honoris causa by the Philippine Women’s University (2009) and the University of the Philippines (2012).
Francis Giles B. Puno
PRESIDENT AND COO
Francis Giles B. Puno, born September 1, 1964, Filipino, was first elected to the Board in August 2005. He is President and COO of First Gen and FPH. He sits in the Boards of publicly-listed companies FPH and Rockwell, and is the President of First Philippine Industrial Park. He is also a member of the Board of Directors of EDC. Mr. Puno sits in the Board of Trustees of the Philippine Business for Social Progress, Oscar M. Lopez Center for Climate Change Adaptation and Disaster Risk Management Foundation, Inc., Lopez Group Foundation, Inc., and Eugenio Lopez Foundation, Inc. He has a Bachelor of Science in Business Management degree from Ateneo de Manila University (1985) and a Master’s degree in Business Administration (MBA) from the Kellogg Graduate School of Management of Northwestern University (1990).
Richard Raymond B. Tantoco
DIRECTOR AND EXECUTIVE VICE PRESIDENT
Richard Raymond B. Tantoco, born October 2, 1966, Filipino, has been a Director of the Company since August 2005. He is a Director and Executive Vice President of the Company, Executive Vice President of FPH, and President and Chief Operating Officer of EDC. First Gen and FPH are publicly-listed companies. Mr. Tantoco is a member of the Board of Trustees of several non-profit organizations: Business for Sustainable Development, Oscar M. Lopez Center for Climate Change Adaptation and Disaster Risk Management Foundation, Inc., The Lopez Museum, Stiftung Solarenergie - Solar Energy Foundation, and Messy Bessy. He has a Bachelor of Science degree in Business Management from Ateneo de Manila University where he graduated with honors (1988). He also has an MBA in Finance from the Wharton School of Business of the University of Pennsylvania (1993).
Peter D. Garrucho Jr.
DIRECTOR
Peter D. Garrucho Jr., born May 4, 1944, Filipino, has been a member of the Board since the Company’s incorporation in December 1998. He is a member of the Board of Directors of listed company FPH. Mr. Garrucho is also a Director and Vice Chairman of the Franklin Baker Company of the Philippines, a manufacturer and exporter of assorted coconut products such as desiccated coconuts and coconut water. Until his retirement in January 2008 as Managing Director for Energy of FPH, Mr. Garrucho held the positions of Vice Chairman and CEO of First Gen. Mr. Garrucho served in Government as Secretary of Tourism and Secretary for Trade & Industry during the administration of President Corazon C. Aquino. He was also Executive Secretary and the Presidential Advisor for Energy Affairs under President Fidel V. Ramos. In 2017, he was elected Chairman of the Board of Trustees of the Asian Institute of Management. Mr. Garrucho has an AB-BSBA degree from De La Salle University (1966) and an MBA from Stanford University (1971).
Eugenio L. Lopez III
DIRECTOR*
Eugenio L. Lopez III, born on August 13, 1952, Filipino, sat in the Board of Directors of First Gen from September 2009 to September 2020. He is Chairman of ADTEL Inc., Lopez Inc., Ang Misyon, Inc., and ABS-CBN Lingkod Kapamilya Foundation Inc., and sits in the Board of Asian Eye Institute, Inc., Eugenio Lopez Foundation Inc., and ABS-CBN Film Productions Inc. He previously held the positions of Chairman Emeritus and Director of ABS-CBN, and Director of ABS-CBN Holdings Corporation, Sky Vision Corporation, Sky Cable Corporation, FPH, and Rockwell. He earned a Bachelor of Arts degree in Political Science from Bowdoin College (1974) and an MBA from the Harvard Business School (1980).
*Served as Director until September 24, 2020.
Manuel L. Lopez Jr.
DIRECTOR*
Manuel L. Lopez Jr., born on August 14, 1967, Filipino, was elected to the Board of Directors on November 19, 2020. Mr. Lopez is a member of the Board of Advisors of Rockwell, a listed company. He is the President of The Rockwell Leisure Club, Inc., and Board member of The Rockwell Club. He is the Chairman and CEO of Global Integrated Contact Facilities Inc. (GICF) and SLASHdotPH, Director of Philippine Trade Foundation, Inc., and is a professional member of the International Association of Outsourcing Professionals (IAOP). Mr. Lopez holds a Bachelor of Science degree in Business Administration from De La Salle University (1991).
*Elected Director on November 19, 2020.
Jaime I. Ayala
INDEPENDENT DIRECTOR
Jaime I. Ayala, born March 24, 1962, Filipino, was elected Independent Director of the Company in May 2013. He is the Founder and CEO of Hybrid Social Solutions, Inc., a social enterprise focused on empowering rural villages through solar energy. He was recognized as the Schwab Foundation Social Entrepreneur of the Year in 2013 and as the Ernst & Young Entrepreneur of the Year Philippines in 2012. Mr. Ayala was President and CEO of publicly- listed Ayala Land, Inc. and Senior Managing Director of Ayala Corporation. Prior to that, he was a Director (global senior partner) at McKinsey & Company, where he played a number of global and regional leadership roles, including Head of the firm’s Asian Energy Practice, and President of McKinsey’s Manila office. Mr. Ayala is a member of the National Advisory Council of the World Wildlife Fund, Trustee of Stiftung Solarenergie – Solar Energy Foundation, and Philippine Tropical Forest Conservation Foundation, and Chairman of Healthway Medical Inc. He completed his undergraduate work in Economics at Princeton University (magna cum laude, 1984) and earned his MBA from Harvard Business School (honors, 1988).
Cielito F. Habito
INDEPENDENT DIRECTOR
Cielito F. Habito, born April 20, 1953, Filipino, was elected Independent Director of the Company in May 2016. An accomplished economist, Dr. Habito is a Professor of Economics at the Ateneo de Manila University and is also Chairman of Brain Trust Inc. and Operation Compassion Philippines. He also writes the weekly column “No Free Lunch” in the Philippine Daily Inquirer. He is an Independent Director at Sun Life Financial, Independent Trustee of Manila Water Foundation, and Member of the Board of Trustees of the Ramon Magsaysay Award Foundation, Advisory Committee of the Japan International Cooperation Agency (JICA)- Philippines, National Advisory Council of WWF Philippines, and CSO Advisory Group of the World Bank Philippine Office, among others. In 2013-2017, he headed the USAID Trade-Related Assistance for Development (TRADE) Project as Chief of Party for Deloitte Consulting. He served in the Cabinet of former President Fidel V. Ramos throughout his presidency in 1992-1998, as Secretary of Socioeconomic Planning and Director-General of the National Economic and Development Authority (NEDA). Dr. Habito is the recipient of numerous awards including the Presidential Award (2019) and Most Outstanding Alumnus Award (1993) from the University of the Philippines-Los Baños (UPLB) Alumni Association, Philippine Legion of Honor (1998), The Outstanding Young Men (TOYM) Award (for Economics) in 1991, and the Gawad Lagablab (Outstanding Alumnus Award) of the Philippine Science High School in 1991. He holds a Bachelor of Science in Agriculture (Major in Agricultural Economics), Summa cum laude (1975) from the University of the Philippines; a Master of Economics (1978) from the University of New England (Australia); and a Master of Arts (1981) and Ph.D. in Economics (1984) from Harvard University.
Alicia Rita L. Morales
INDEPENDENT DIRECTOR
Alicia Rita L. Morales, born June 25, 1962, Filipino, was elected Independent Director of the Company in May 2018. She is the Managing Director of John Clements Consultants, Inc., principally for its talent development and leadership institute division. She was instrumental in obtaining the partnership with Harvard Business Publishing, a wholly-owned subsidiary of Harvard Business School, from 2007 to 2019. Ms. Morales has created leadership development programs for over 10,000 high potentials and senior leaders from leading multinationals and regional conglomerates in Southeast Asia. She is an Independent Director of BPI Securities Corporation. She was previously President of RCBC Securities, Inc., Director of the Securities Clearing Corporation of the Philippines and PCIB Securities, Inc., President of the Harvard Business School Club of the Philippines, and Member of the Board of Trustees of the Harvard Club of the Philippines Global. Ms. Morales was the youngest Chairman of the PSE, a position she held for two terms. She garnered The Outstanding Women in Nation’s Service (TOWNS) award for the category ‘Business-Stock Exchange’ in 2004, and the Triple A Award from Maryknoll/Miriam College in 2014. She is a member of the International Coach Federation, a certified coach of Zenger Folkman, and a certified discussion leader of the Harvard Business School. Ms. Morales is a certified public accountant with a Bachelor of Science degree in Business Administration and Accountancy from the University of the Philippines (1984) and an MBA from the J.L. Kellogg Graduate School of Management, Northwestern University, with a triple major in Finance, Marketing and Economics (1990). She is also a graduate of the Advanced Management Program from the Harvard Business School (2014).
Mario Luza Bautista
SENIOR BOARD ADVISER
David Simon Luboff
SENIOR BOARD ADVISER