Board Composition
Board Expertise
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: Nomination and Governance Committee, Compensation and Remuneration Committee, Audit Committee, and 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. Furthermore, the committee is tasked to review the recommendations of the Compliance Officer in relation to the Manual on Corporate Governance, as well as other corporate governance rules and regulations, and endorse the same to the Board for approval.
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 the 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 is responsible for guiding the management through establishing 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 also communicates to key stakeholders the status of strategic and critical risks. The committee additionally 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 on the Company’s website.
Board Attendance
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 during their meetings 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 ten members, including three Independent Directors. All of the directors were elected by the Company’s qualified stockholders during the annual general meeting held on May 18, 2022; however Director Rafael L. Lopez assumed his position on July 12, 2022 upon the Securities and Exchange Commission’s approval of the Company’s amended articles of incorporation increasing its directors from nine to ten. Independent Directors Cielito F. Habito, Alicia Rita L. Morales and Edgar O. Chua 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.