First Gen Integrated Report 2019

Governance

Board of Directors

Principle Activities of the Board

As a publicly listed company in the Philippines, First Gen ensures that its Board of Directors (BOD) is composed of individuals who are 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. The BOD of First Gen consists of nine (9) members, including three (3) Independent Directors.

These members were elected by the Company’s qualified stockholders during the annual general meeting held every second Wednesday of May of each year. 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.

All were Regular Board Meetings, except for May 8, which was an Organizational Board Meeting

Board Commitees

In compliance with the Company’s Manual on Corporate Governance, the members of the board have also 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 makes sure that the board election will result in a mix of proficient directors, each of whom will be able to 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 the corporate officers other than the Chairman. The Chairman’s compensation and remuneration shall be determined by the President and two (2) 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 Corporation’s culture, strategy, and the business environment in which it operates. Furthermore, it is tasked to review the Corporation’s human resources development or personnel handbook, in order 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 (previously the Risk Management Committee) assists the BOD in its oversight responsibility over management’s activities. This includes risk management of the Corporation’s various aspects such as physical, financial, operational, labor, legal, security, environmental, and other facets of the Corporation. The committee plays a vital oversight role and serves as an important liaison to the Board. Under its charter, the committee has the duty and responsibility of providing guidance to 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, and for providing the necessary support and resources to management in managing these risks to the Corporation. To confirm that the risk management system of the Company is operating correctly and consistently with its objectives, periodic reports are required from management.

COMPOSITION OF THE BOARD

As of May 9, 2019, the Board of Directors of First Gen Corporation is composed of 9 members.

1-Federico-R.-Lopez-optimized

Federico R. Lopez

CHAIRMAN OF THE BOARD & CHIEF EXECUTIVE OFFICER

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 PSE effective November 29, 2018. He is a director of ABSCBN Corporation, Vice Chairman of Rockwell Land Corporation (“Rockwell”), and Treasurer 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).

2-Oscar-M.-Lopez-optimized

Oscar M. Lopez

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 and Lopez Holdings Corporation (formerly Benpres Holdings Corporation), all 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 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). Mr. Lopez has a 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 also earned his Bachelor of Arts degree (cum laude) from Harvard University (1951).

3-Francis-Giles-B.-Puno-optimized

Francis Giles B. Puno

PRESIDENT & CHIEF OPERATING OFFICER

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. In October 2015 he assumed the position of President and COO of FPH, where he previously held the posts of Executive Vice President, CFO and Treasurer. He sits in the boards of publicly-listed companies FPH and Rockwell. He is also a member of the board of directors of EDC. Mr. Puno previously worked as Vice President with the Global Power and Environmental Group of The Chase Manhattan Bank based in Singapore. He has a master’s degree in Management from the Kellogg Graduate School of Management of Northwestern University (1990) and a degree in Bachelor of Science in Business Management from Ateneo de Manila University (1985).

4-Richard-Raymond-B.-Tantoco-optimized

Richard Raymond B. Tantoco

DIRECTOR & EXECUTIVE VICE PRESIDENT

Richard Raymond B. Tantoco, born October 2, 1966, Filipino, has been a director of the Corporation since August 2005. He is a Director and Executive Vice President of the Corporation, Executive Vice President of FPH, and President and Chief Operating Officer of EDC. First Gen and FPH are publicly-listed companies. Mr. Tantoco previously worked with the management consulting firm Booz, Allen and Hamilton, Inc. in New York and London. He has an MBA in Finance from the Wharton School of Business of the University of Pennsylvania (1993) and a Bachelor of Science degree in Business Management from Ateneo de Manila University where he graduated with honors (1988).

5-Peter-D.-Garrucho-Jr.-optimized

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 dessicated coconuts. 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 a master’s degree in Business Administration from Stanford University (1971).

6-Eugenio-L.-Lopez-III-optimized

Eugenio L. Lopez III

DIRECTOR

Eugenio L. Lopez III, born August 13, 1952, Filipino, was first elected to the board of directors in September 2009. He is Chairman Emeritus of ABS-CBN Corporation, a director of FPH and Rockwell, and Vice Chairman of Lopez Holdings, all of which are listed companies. Aside from leading ABS-CBN, he also serves as Chairman of Sky Cable Corporation and Play Innovations, Inc. Mr. Lopez earned a Bachelor of Arts degree in Political Science from Bowdoin College (1974), and a master’s degree in Business Administration from the Harvard Business School (1980).

7-Jaime-I.-Ayala-optimized

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, 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

 
8-Cielito-F.-Habito-optimized

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. In 2013- 2017, he headed the USAID Trade-Related Assistance for Development (TRADE) Project as Chief of Party (Project Leader). He also writes the twice-weekly column “No Free Lunch” in the Philippine Daily Inquirer. He is an Independent Trustee of Manila Water Foundation, Chairman of the Board of Advisers of the Asian Institute of Management’s TeaM Energy Center for Bridging Leadership, and Member of the Advisory Committee of the Japan International Cooperation Agency (JICA)-Philippines, Board of Trustees of the Ramon Magsaysay Foundation, National Advisory Council of WWF Philippines, and Council of Advisers of the Philippine Rural Reconstruction Movement, among others. Dr. Habito is the recipient of numerous awards including the Philippine Legion of Honor (1998), The Outstanding Young Men (TOYM) Award (for Economics) in 1991, Most Outstanding Alumnus of the University of the Philippines-Los Baños (UPLB) in 1993, and the Gawad Lagablab (Outstanding Alumnus Award) of the Philippine Science High School in 1991. He served in the Cabinet of former President Fidel V. Ramos throughout his 6-year presidency in 1992-1998 as Secretary of Socioeconomic Planning and Director-General of the National Economic and Development Authority (NEDA). Dr. Habito holds Ph.D. in Economics (1984) and Master of Arts (1981) degrees, both from Harvard University; a Master of Economics degree from the University of New England in Australia (1978); and a Bachelor of Science in Agriculture (Agricultural Economics) degree from the University of the Philippines (1975), where he graduated summa cum laude. 

9-Alicia-Rita-L.-Morales-optimized

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 7,500 high potentials and senior leaders from leading multinationals and regional conglomerates in Southeast Asia. She was elected Independent Director of BPI Securities Corporation in 2020. She was previously President of RCBC Securities, Inc., Director of the Securities Clearing Corporation of the Philippines and PCIB Securities, Inc. and President of the Harvard Business School Club of the Philippines. Ms. Morales was the youngest Chairman of the PSE, a position she held for two (2) 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).