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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.

Board of Directors


Legend:
Legend:
Nomination & Governance Committee
Compensation & Renumeration Committee
Board Risk Oversight Committee
Audit Committee
FEDERICO R. LOPEZ

Chairman & CEO

Tenure: On his twenty-fifth term

Committees:

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 Chairman of Ang Misyon, Inc. He is a member of the Board of Trustees of the 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).


FRANCIS GILES B. PUNO

Director, President & COO

Tenure: On his eighteenth term

Committees:

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 & Executive Vice President

Tenure: On his eighteenth term

Committees:

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, President and Chief Operating Officer of EDC, and Independent Director of Cebu Air, Inc. First Gen, FPH and Cebu Air Inc. are publicly-listed companies. Mr. Tantoco is President and Trustee of Business for Sustainable Development Foundation and Oscar M. Lopez Center for Climate Change Adaptation and Disaster Risk Management Foundation, Inc., and member of the Board of Trustees of the Eugenio Lopez Foundation, Inc. He is also a member of the Young Presidents Organization. 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

Served as Director until May 18, 2022

Tenure: Twenty-four terms

Committees:

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 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).


MANUEL L. LOPEZ JR.

Director

Tenure: On his third term

Committees:

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).


ELVIRA L. BAUTISTA

Director

Tenure: On her second term

Committees:

Elvira Lopez Bautista, born July 15, 1960, Filipino, was elected regular director of the company in May 2021. She is the co-founder, President and Executive Director of the Knowledge Channel Foundation, Inc. (KCFI), a non-profit organization which operates the first and only TV, online and offline media tandem with produced and acquired content focused on the Philippines’ PK-12 curriculum. Its teaching and learning ecosystem includes building capacities of teachers, child development center workers, parents and other stakeholders of education, and awarding schools and education leaders on innovation. She sits on the Boards of Lopez Inc., Philippine Business for Education, Southeast Asian Foundation for Children and Television, and Lopez Group Foundation, Inc., and the Asia Philanthropy Circle. She is the Immediate Past President of the Rotary Club of Makati Premier District and co-founder and Lead Convener of the Building Bridges Leadership Journey. With her father, Oscar M. Lopez, Ms. Bautista’s work with the Knowledge Channel was recognized and personally cited by former US President Bill Clinton at the Clinton Global Initiative Asia 2008. She is the recipient of several awards, including: Ulirang Mandaleño by the Municipality of Mandaluyong in 2017; Lasallian Achievement Award for Distance Learning from De La Salle Alumni Association in 2008; Woman of Style and Substance by People Asia in 2008; Parangal Lingkod Sambayanan by the Ateneo de Manila University in 2006; Award for Advocacy in Child’s Education by Rustan’s Essences in 2006; Peace Builder International Hall of Fame Award by the Chicago Filipino-American Via Times in 2006; Manuel L. Quezon Award in Communications and Distance Learning by the Federation of Catholic Schools Alumni/ae Associations in 2006; Peace Award for Literacy Rotary International District 3780 in 2006; and CEO Excel Award of Excellence by IABC Philippines in 2005. Ms. Bautista holds a Bachelor of Arts degree in Psychology from De La Salle University (1981) and a Master of Arts degree in Learning Technologies from Pepperdine University (2016).


MANOLO MICHAEL T. DE GUZMAN

Director

Elected Director on May 18, 2022

Tenure: On his first term

Committees:

Manolo Michael T. De Guzman, born August 15, 1969, Filipino, was elected regular director of the company in May 2022. He is a Managing Director at KKR and President of Philippines Clean Energy Holding Inc. He is also a member of the Board of Directors of Metro Pacific Hospital Holdings, Inc., Pinnacle Towers Holdings Inc., and Frontier Tower Associates Philippines Inc. Mr. De Guzman joined KKR in 2019 as a member of the Asia Pacific Infrastructure team. He has over 20 years of experience in Asia Pacific infrastructure transactions, covering core and non-core infrastructure assets across various subsectors. He was previously head of Philippines for Credit Suisse. Prior to joining Credit Suisse, he spent 18 years with the Macquarie Group, holding senior positions in both the infrastructure funds division and the advisory division. He was involved in creating two significant infrastructure funds for Macquarie – the communications infrastructure fund and the PINAI Philippines infrastructure country fund. Over the last 10 years, he has focused on the Philippines infrastructure sector. Mr. De Guzman holds a Bachelor of Engineering degree from the University of Sydney (1991), where he received first class honours, and a master’s degree in Business Administration from the University of Chicago (1998).La Salle University (1981) and a Master of Arts degree in Learning Technologies from Pepperdine University (2016).


RAFAEL L. LOPEZ

Director

Elected Director on May 18, 2022

Tenure: On his first term

Committees:

Rafael L. Lopez, born April 19, 1952, Filipino, was elected regular director of the Company in May 2022. He assumed his position on July 12, 2022 upon SEC approval of First Gen’s amended articles of incorporation increasing the number of directors from 9 to 10. He is the Executive Advisor to the Chief Executive Officer of ABS-CBN Broadcasting Corp., the umbrella organization that wholly owns all international subsidiaries of ABS-CBN. Mr. Lopez was previously the COO of ABS-CBN Global, where he pioneered the US operation of ABS-CBN. In 1992, he initiated the broadcast of select programs in local free TV stations in the Bay Area and the video sales of then ABS-CBN programs, which evolved into the creation and distribution of The Filipino Channel and other television channels for news and movies. He holds a Bachelor Arts degree in Music from the San Francisco State University (1980). He also completed the Stanford Business Executive Program at Stanford University (2002).


CIELITO F. HABITO

Independent Director

Tenure: On his seventh term

Committees:

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 and a member of the Board of Governors of the Management Association of the Philippines, Board of Trustees of the Ramon Magsaysay Award Foundation, Advisory Committee of the Japan International Cooperation Agency (JICA)- Philippines, and CSO Advisory Group of World Bank Philippines, among others. At the international level, he is Chairman of the Governing Board of the Jakarta-based Economic Research Institute for ASEAN and East Asia, and Editor in Chief of the Asian Journal of Agriculture and Development. 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 degree in Agriculture (Major in Agricultural Economics), Summa cum laude (1975) from the University of the Philippines; a Masters degree in Economics from the University of New England (1978); and a Master of Arts (1981) and Ph.D. in Economics (1984) from Harvard University.


ALICIA RITA L. MORALES

Independent Director

Tenure: On her fifth term

Committees:

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).


EDGAR O. CHUA

Independent Director

Tenure: On his second term

Committees:

Edgar O. Chua, born October 9, 1956, Filipino, was elected Independent Director of the company in May 2021. He is an Independent Director of Integrated MicroElectronics Inc., Metrobank, PhilCement, JG Summit Olefins Corp, and Phinma Corporation. He served as an Independent Director of EDC. He is on the advisory boards of Mitsubishi Motors Philippines Corporation and Coca Cola Bottlers Philippines Inc., and sits in the boards of several schools and foundations. He is the CEO of Amber Kinetics Inc.

As Country Chairman of the Shell Companies in the Philippines from 2003 to 2016, Mr. Chua was responsible for the exploration, manufacturing, and marketing sectors of the petroleum business, and oversaw the chemicals businesses and shared services. He has more than thirty-eight (38) years of experience in the business fields of chemicals, auditing, supply planning and trading, marketing and sales, lubricants, corporate affairs and general management. Outside the Philippines, he held senior positions as Transport Analyst in Group Planning in the UK and General Manager of the Shell Company of Cambodia. From July 1999 to August 2003, he served in various regional roles in Shell Oil Products East, including as GM for Consumer Lubricants for Asia Pacific, covering all countries East of the Suez Canal. He is a recipient of numerous local and international recognitions such as CEO EXCEL for Excellence in Communication in Organisations (2005); Asia People of the Year (2013); MAP’s Management Man of the Year (2013); CEO of the Year in the Asia Pacific SABRE (Superior Achievement in Branding Reputation and Engagement) Awards in China (2014); Lifetime Achievement Award by the Golden Wheel Awards Foundation (2015); and Global Filipino Executive of the Year by Asia CEO (2016). Mr. Chua earned his Bachelor of Science degree in Chemical Engineering from De La Salle University (1978) and attended various international seminars and courses, including the senior management course in INSEAD in Fontainebleau, France. He was also conferred Doctor of Humanities Honoris Causa by De La Salle Araneta University in 2018.


MARIO LUZA BAUTISTA

Senior Board Adviser

DAVID SIMON LUBOFF

Senior Board Adviser

Served as Senior Board Adviser until May 18, 2022