Governance Structure

Governance is a driver of strategic and financial performance of the company. The FPH Board of Directors assists and monitors the execution of strategies and initiatives to ensure regulatory compliance, efficiency, and responsible operations leading to good financial and sustainability performance.

The FPH Board looks at its fiduciary function in a holistic manner. In addition to its responsibility of protecting the company’s assets and investments, the FPH Board earlier added the non-financial aspects of our operations as part of its concerns. These aspects include the environmental, social, and governance (ESG) performance of the company.

Corporate Policies

The Manual for Corporate Governance serves to institutionalize the principles of good corporate governance, which is a system of stewardship and control to guide FPH in fulfilling its long-term economic, moral, legal, and social obligations towards its stakeholders. FPH’s charters, governance policies, and related issuances form part and parcel of this Manual.

ENVIRONMENT, SAFETY, AND HEALTH POLICY
This policy implements an environment, safety, and health management system that constitutes an integral part of FPH’s performance in the development and management of its power plants; engineering, procurement, and construction (EPC) activities; manufacturing; real estate development; and other related investments. FPH seeks to provide exemplary service to its customers, to help protect the health and safety of its employees and the communities affected by its operations, and to enhance the environment.

ANTI- BRIBERY AND CORRUPTION POLICY
In line with FPH’s principles of honesty, integrity, and transparency in the conduct of its business, this policy outlines the prohibition against bribery and corruption within the Company, as well as in dealing with its business partners, service providers, customers, and governmental agencies and instrumentalities. Every director, officer, and employee has the responsibility to prevent or counter bribery and corruption in the Company.

BOARD DIVERSITY POLICY
FPH recognizes the benefits of having a diverse Board to enhance the quality of its performance and decision-making. As human capital is its most valuable asset, FPH is committed to fostering, cultivating, and preserving a culture of diversity and inclusivity on all levels in terms of gender, age, ethnicity, culture, skills, competence, and knowledge.

CONFLICTS OF INTEREST POLICY
This policy formalizes FPH’s commitment in avoiding any conflict of interest by its directors, officers, and employees, and to abide by the prohibitions against insider trading, bribery, and corruption.

DISCLOSURE AND TRADING POLICY
In line with the principles of honesty, integrity, and transparency in conducting business, this policy covers all directors, officers, and key employees in serving as a guide to determine whether a trading activity involving FPH securities is unlawful and on the disclosure of trading transactions.

LOAN PROHIBITION POLICY
This institutionalizes the policy against the grant of any financial loans to directors by virtue of their position, in line with FPH’s Manual of Corporate Governance and its Conflict of Interest Policy.

MATERIAL RELATED-PARTY TRANSACTIONS POLICY
This policy ensures that the Company shall only enter into Material Related-Party Transactions with entities within the FPH Group with terms and conditions which are fair and at arm’s length, and are for the benefit and best interest of the Company and its shareholders.

WHISTLEBLOWER POLICY
This policy is intended to encourage and enable employees and other relevant persons to raise serious concerns which can be addressed within the Company. This policy ensures that no director, officer, employee, or any other person who, in good faith, reports a violation shall suffer any harassment, retaliation, or any adverse employment consequences.

CORPORATE SUSTAINABILITY POLICY
This policy institutionalizes our commitment to improving people’s lives and futures through responsible business growth and through our contributions to a low-carbon world. As our businesses grow, we strive to support the environment, our employees, and our stakeholders to progress with us.

HUMAN RIGHTS POLICY
This policy recognizes the Company’s corporate responsibility to respect human rights in the conduct of its businesses and, in case of adverse impact, will facilitate access to remedy. This policy has been made with reference to the United Nations’ Guiding Principles on Business and Human Rights, among other international frameworks and protocols and national laws and regulations.

GENDER EQUALITY AND DIVERSITY POLICY
Through this policy, the Company commits to incorporating diversity and gender equality in its operations, programs, and strategies. The Company believes that diversity and equality contribute to economic performance and long-term success, to the realization of the full potential of its employees and stakeholders, and to a more inclusive society.

RESPONSIBLE ASSET PROTECTION POLICY
This policy provides guidance on how, in its activities to preserve and sustain its assets and resources, the Company can act with responsibility and respect for the human rights of individuals and communities within and around the Company’s areas of operation. This policy is based on the Voluntary Principles on Security and Human Rights and FPH’s Principles of Social Justice and Integrity.

CULTURAL HERITAGE AND INDIGENOUS PEOPLES POLICY
The Company recognizes Indigenous Peoples (IPs) as valuable partners in our areas of operation. This policy affirms that the Company upholds the IPs’ rights to their territories, cultural integrity, and self-determination.

CORPORATE SOCIAL RESPONSIBILITY POLICY
Through this policy, the Company commits to be a catalyst for nation-building, social development, and environmental stewardship to improve the quality of life in the areas where we operate.

Board Committees

Executive Committee

The Executive Committee is provided for in the Company’s By-laws. It is composed of five members of the Board to exercise the powers of the Board of Directors in between meetings. Its powers involve the management and direction of the affairs of the Corporation in all cases in which specific direction has not been given by the Board. As such, all actions taken by the Executive Committee are reported to the Board at the next succeeding meeting for ratification, or revision, when necessary.

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities for management and financial reporting processes, the system of internal controls, and the maintenance of an effective audit process, as well as the process for monitoring compliance with the Corporate Code of Conduct and Ethics.

Board Risk Oversight Committee

The Board Risk Oversight Committee assists the Board of Directors in ensuring that there is an effective and integrated risk management process in place. The Committee is responsible for the oversight of the Company’s Enterprise Risk Management (ERM) system to ensure its functionality and effectiveness.

Compensation and Remuneration Committee

To promote a culture that supports enterprise and innovation, the Board of Directors, through its Compensation and Remuneration Committee, is empowered to determine appropriate short-term and long-term performance-related rewards that are fair and achievable in motivating the management and employees.

Corporate Governance Committee

The Corporate Governance Committee shall have the principal function of selecting directors and passing upon their qualifications. It shall also ensure that Board elections provide a mix of proficient directors, each of whom is able to add value and bring prudent judgment in the decision-making process.

Finance and Investment Committee

The Finance and Investment Committee shall review and recommend investment objectives, policies, and strategies, as well as recommend major fundraising activities. It shall also review and recommend major capital expenditures, investment, or divestment opportunities.

Pursuant to the Manual for Corporate Governance, the Board has formed standing committees, namely:

FPH also has an Internal Audit Group (IAG) composed of Certified Public Accountants (CPA) and Certified Internal Auditors (CIA), among others. The IAG reports to the Board through the Audit Committee, which in turn determines the adequacy of the Company’s internal controls, integrity in financial reporting, and process for monitoring compliance with the Corporate Code of Conduct and Ethics. The IAG provides assurance and consulting functions for FPH and its subsidiaries in the areas of internal control, corporate governance, and risk management. It conducts its internal audit activities in accordance with the International Standards for the Professional Practice of Internal Auditing (ISPPIA), which is under the International Professional Practices Framework (IPPF), as promulgated by the Institute of Internal Auditors (IIA). There are two Board Committees overseeing compliance requirements, namely, the Audit Committee and the Board Risk Oversight Committee, apart from the general oversight exercised by the Board and Senior Management.

The Audit and Board Risk Oversight Committees are chaired by independent directors and most of the members are qualified non-executive directors. FPH will continue to have four independent directors over and above the legal requirement for three such directors under the Corporation Code. It has appointed a Lead Independent Director, Chief Justice Artemio V. Panganiban. FPH has also appointed Mr. Renato A. Castillo as the Chief Risk Officer (CRO) in connection with the Board Risk Oversight Committee and the Risk Management Group’s functions. Mr. Castillo oversees the FPH Group’s risk management concerns. A Compliance Officer with the rank of Senior Vice President, Mr. Victor Emmanuel B. Santos, Jr., has been appointed and continues to hold this office.

Board of Directors

Board Diversity

The diversity of the Board’s skills allow the Company to adapt to the rapidly changing business environment. The professional education, operational knowledge, and skills of the members of the Board are presented below.

Director’s Expertise

Board Attendance

Adherence with Good Corporate Governance

FPH affirms its commitment to the highest standards of corporate governance, applying the principles of transparency, integrity, and accountability in all actions geared towards sustainable growth and value creation.

Since its inception, FPH has complied the Code of Corporate Governance for Publicly Listed Companies of the Philippine Securities and Exchange Commission (SEC). FPH first adopted a Manual on Corporate Governance on January 1, 2003. Pursuant to SEC Memorandum Circular No. 19, Series of 2016, which mandated a new Code of Corporate Governance for Publicly Listed Companies, a revised Manual on Corporate Governance was adopted by the Company in 2017. FPH has sought to continuously abide by this Manual and other related issuances which form part of its commitment to comply with the latest rules and regulations

In 2019, it made available to all its directors and officers a Corporate Governance Seminar administered by the Institute of Corporate Directors (ICD), an accredited provider of the SEC. All directors and officers have attended the required training for this year.

FPH submitted its Integrated Annual Corporate Governance Report last May 2019, pursuant to SEC regulations.

The following discussion highlights FPH’s corporate governance practices throughout the financial year ended December 31, 2019.

Composition of the Board. The FPH Board is composed of 15 members. The members of the Board are all professionals with expertise in management, governance, regulatory, environment, education, communications, investments, and corporate social responsibility, thereby ensuring a diverse board composition. FPH has four (4) Independent Directors, seven (7) NonExecutive Directors, and four (4) Executive Directors. Non-Executive Directors, including the Independent Directors, comprise 73% of the Board. To ensure that Board Meetings are well-attended, the schedule for all the meetings for the year is set at the beginning of the year, typically for the first Thursday of every month.

In September 2019, FPH issued a Board Charter to further strengthen and concretize its corporate governance initiatives.

Executive Session of Independent and Non-Executive Directors. The Independent and Non-Executive Directors conducted a meeting on November 7, 2019, chaired by Lead Independent Director, Chief Justice Artemio V. Panganiban, and attended by the External Auditor, the Chief Risk Officer, the Compliance Officer, and the Head of Internal Audit. No member of the management was present to ensure the open discussion of any matters or issues relevant to FPH.

Committee Meetings. During the past year, the Board Risk Oversight, Audit, Nomination, and Finance and Investment Committees held meetings to cover various issues relevant to FPH. The Audit Committee convened five times to discuss impact assessments, comprehensive income, and the Company’s financial position, among others. On October 3, 2019, the Audit Committee met to discuss the approval of the draft Material RelatedParty Transactions Policy. The Nomination Committee had two (2) meetings, one for the nominations for the Board of Directors, and another to consider the qualifications of the nominee for the Head of Internal Audit. The Board Risk Oversight Committee met twice to discuss the strategic risks of several subsidiaries. The Finance and Investment Committee convened once to discuss a potential investment.

Annual Strategic Sessions and Conferences. FPH conducts annual strategic sessions with the management and members of the Board, together with a group-wide budget conference. The annual Board retreat was held on October 3, 2019, while the budget conference was conducted last January 31, 2019. Both events provided an opportunity to review strategies and the possibility of harmonizing common objectives. The Board Risk Oversight Committee also met twice last 2019 to review and assess the strategic risks facing the conglomerate. The Company, likewise, holds a regular Strategies and Synergies Conference for the Group’s senior management and officers, which was held from April 11 - 12, 2019.

Annual Board Performance Self-Assessment. For 2019, the assessment form has been revised to monitor the governance functions of the various Board Committees, the directors, the Chairman and CEO, and the President and COO more effectively. This is sent out annually to the members of the Board.

Material Related-Party Transactions Policy. A revision to the Related-Party Transactions Policy was issued in November 2019. The revision will strengthen the policy on arm’s length dealing with related parties, which will promote good corporate governance and protect minority shareholder’s interests.

Board Diversity. A new policy was issued in September 2019 to guide FPH’s efforts in ensuring Board diversity in terms of gender, age, ethnicity, culture, skills, competence, and knowledge. FPH has previously used professional search firms and other external sources for candidates, such as consulting the director databases set up by the ICD, when looking for candidates to the Board.

Loan Prohibition Policy. A new policy was issued in September 2019 to institutionalize a rule against the grant of any financial loans to directors by virtue of their position, in line with FPH’s Manual for Corporate Governance and its Conflict of Interest Policy.

Corporate Governance Kit. Every year, each director is furnished a Director’s Kit, which contains, among other things, relevant Philippine Stock Exchange (PSE) Rules, Manual for Corporate Governance, Corporate Code of Conduct and Ethics, Committee Charters, and governance policies and issuances. The Company also encourages its directors and management to attend on-going or continuous professional education programs.

Stockholder Involvement. FPH has always sought to keep communications open with its stockholders and encourages them to participate in the meeting of shareholders either in person or by proxy. Shareholders are free to write to the Corporate Governance Committee should they have recommendations or nominations for Board directorship. FPH undertakes specific activities to listen and learn from stakeholders regarding their requirements, needs, and changing expectations. FPH takes the effort to meet its stakeholders, directly or through its affiliates, and communicates person-toperson with shareholders through one-on-one meetings, investors’ conferences, annual stockholders’ meetings, disclosures, and press releases.

FPH is governed by a Code of Corporate Governance and complies with all listing and disclosure rules of the PSE and the SEC.

In addition, with the adoption of the Integrated Reporting Framework for FPH corporate reports starting 2019, a yearly survey of the sustainability or ESG issues material to investors shall be conducted.

OSCAR M. LOPEZ
Chairman Emeritus and Chief Strategic Officer

Mr. Oscar M. Lopez, 90 years old, Filipino was bestowed the title Chairman Emeritus of FPH on May 31, 2010 which became effective on June 12, 2010. He is the Corporation’s Chief Strategic Officer. Prior to this, he was the Chairman and Chief Executive Officer of the Corporation from 1986 to 2010. Mr. Lopez is the Chairman of the Executive Committee and of the Corporate Governance Committee of the Corporation. Mr. Lopez is also the Chairman Emeritus of various companies such as Lopez Holdings, First Gen, EDC, First Balfour, First Philippine Industrial Park, Inc., First Philippine Electric Corporation, and Rockwell Land. He is Adviser to the Board of Lopez, Inc. and INAEC Aviation Corporation. He is Chairman of the Board of ABS-CBN Holdings Corporation, Eugenio Lopez Foundation, Inc., Lopez Group Foundation, Inc., and Knowledge Channel Foundation, Inc., among other companies. Mr. Lopez is a board director of ABS-CBN Corp., Adtel, Inc., and Asian Eye Institute, Inc. He studied at Harvard College and graduated cum laude (Bachelor of Arts) in 1951. 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). He finished his Masters of Public Administration at the Littauer School of Public Administration, also at Harvard in 1955. He has been part of the Lopez group in a directorship and/or executive capacity for over 20 years.

OSCAR M. LOPEZ
Chairman Emeritus and Chief Strategic Officer

FEDERICO R. LOPEZ
Chairman and Chief Executive Officer

Mr. Federico R. Lopez, 58 years old, Filipino, was elected Chairman and Chief Executive Officer (CEO) on May 31, 2010. He has been a Director of the Corporation since February 2006. He is also the Chairman and CEO of publicly-listed First Gen Corporation and likewise chairs the boards of various FPH subsidiaries. He is Vice Chairman of Rockwell Land, a board member of ABS-CBN Corporation, and Treasurer of Lopez Holdings Corporation, which are also listed companies. Mr. Lopez is the Chairman of the Oscar M. Lopez Center for Climate Change Adaptation and Disaster Risk Management Foundation (OML Center), a nonprofit private sector-led initiative supporting research and innovative solutions to build climate-resilient communities. He is the Chairman of Sikat Solar Challenge Foundation, which focuses on bringing clean energy solutions to rural communities. He is a member of the Board of Trustees of the Forest Foundation Philippines, the Philippine Disaster Resilience Foundation, the ABS-CBN Lingkod Kapamilya Foundation, and the Eugenio Lopez Foundation. He is the President of Ang Misyon, an El Sistema-inspired advocacy committed to igniting social change and youth development through the formation of the Orchestra of the Filipino Youth. 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. He graduated from the University of Pennsylvania in 1983 with a Bachelor of Arts Degree, Double Major in Economics and International Relations (cum laude).

FEDERICO R. LOPEZ
Chairman and Chief Executive Officer

MANUEL M. LOPEZ
Vice Chairman

Mr. Manuel M. Lopez, 78 years old, Filipino, was the Philippine Ambassador to Japan from December 2, 2010 until June, 2016. Ambassador Lopez served as the Chairman of the Board of the Manila Electric Company (Meralco) from 2001 to May 2012, and as its President from 1986 to June 2001. He was its concurrent Chief Executive Officer (CEO) from 1997 to June 2010. Currently, he also serves as the Chairman and CEO of Lopez Holdings Corporation and as Chairman of the Board of Rockwell Land, Rockwell Leisure Club, and Sky Vision Corp. He is the Vice Chairman of FPH and Lopez Inc. He is also a Director of ABS-CBN Corporation and First Philippine Realty Corporation, and a Trustee of the Lopez Group Foundation, Inc. He remains the President of the Eugenio Lopez Foundation, Inc. He is a member of the Executive Committee, the Corporate Governance Committee, the Audit Committee, and the Board Risk Oversight Committee of FPH. He obtained his Bachelor of Science degree in Business Administration from the University of the East and pursued advanced studies in Financial and Management Development from the Harvard Business School.

AUGUSTO ALMEDA-LOPEZ
Director

Mr. Augusto Almeda-Lopez, 91 years old, Filipino has been a Director of the Corporation since 1986. He was Vice Chairman from 1993 to 2010. Mr. AlmedaLopez is the Chairman of the Compensation and Remuneration Committee and a member of the Executive Committee and the Audit Committee. Mr. Almeda-Lopez is also the Chairman of the Board of ACRIS Corporation, Vice Chairman of ABS-CBN Corporation, and a Director of First Philippine Industrial Corporation, Skyvision Corporation, and a Trustee of ABS-CBN Foundation. He graduated with an Associate in Arts degree from Ateneo de Manila University and a Bachelor of Laws degree from the University of the Philippines Class ’52, and is an AMP graduate of the Harvard Business School Class ’55

PETER D. GARRUCHO, JR.
Director

Mr. Peter D. Garrucho, Jr., 76 years old, Filipino, was a Managing Director of the Corporation from 1994 to January 2008. He has been a member of the Board for the same period and up to the present. He is a member of the Audit Committee, Finance and Investment Committee, and Board Risk Oversight Committee. Mr. Garrucho was formerly the Vice Chairman and Chief Executive Officer of First Gen and the First Gas companies. He is also a Board Member of First Gen. He is Vice Chairman of Franklin Baker Company of the Philippines and Chairman of Strategic Equities Corporation. He has significant shareholdings in both companies. He was also formerly Secretary of the Department of Trade and Industry (1991-1992) and of the Department of Tourism (1989-1990). He has likewise served as Executive Secretary and Adviser on Energy Affairs in the Office of the President of the Philippines in 1992. Prior to joining the government in June 1989, he was President of C.C. Unson Co., Inc., which he joined in 1981 after serving as a Full Professor at the Asian Institute of Management. He is now the Chairman of the Board of AIM. He has an AB-BSBA degree from De La Salle University (1966) and an MBA degree from Stanford University (1971).

ELPIDIO L. IBAÑEZ
Director

Mr. Elpidio L. Ibañez, 69 years old, Filipino, has been a Director of the Corporation since 1988. He became President and Chief Operating Officer in May 1994, a position which he held up to Sept. 30, 2015 upon his retirement. He is a member of the Audit Committee and the Corporate Governance Committee. He is also a director of Meralco. Prior to this, Mr. Ibañez was an Executive Vice President from 1987 to 1994 and a Vice President from 1985 to 1987. He graduated with an AB Economics Degree from Ateneo de Manila University in 1972. He obtained his MBA at the University of the Philippines in 1975.

EUGENIO L. LOPEZ III
Director

Mr. Eugenio “Gabby” Lopez III, 66 years old, Filipino, currently sits as the Chairman Emeritus of ABS-CBN Corporation and as the Vice Chairman of Lopez Holdings Corporation. He also serves as Chairman of ABS-CBN Lingkod Kapamilya Foundation, Inc., Play Innovations, Inc., ADTEL Inc., Infopro Business Solutions Inc., INAEC Aviation Corporation, Lopez, Inc., and Ang Misyon Inc., among other posts. He is also a Director of First Gen, FPH, ABS-CBN Film Productions, Inc., Rockwell Land, Sky Cable Corporation, Oscar M. Lopez Center, Endeavor Philippines, Asian Eye Institute, Inc., and a Trustee of Eugenio Lopez Foundation, Inc., and Beacon Academy. He earned a Bachelor of Arts degree in Political Science from Bowdoin College in 1974 in Brunswick, Maine and a Master’s degree in Business Administration from the Harvard Business School in 1980. Mr. Lopez was elected Chairman of ABS-CBN Corporation in 1997. In 2012, Mr. Lopez retired as CEO of ABS-CBN Corporation and remained as the Chairman of its Board of Directors until April 2018. He is the first recipient of the Tanglaw ng Araw award at the 9th Araw Values Awards in 2014. In the same year, he was given a Lifetime Achievement Award by the Kapisanan ng mga Brodkaster ng Pilipinas, a non-government, non-profit organization of the broadcast media in the Philippines.

RIZALINA G. MANTARING
Independent Director

Ms. Rizalina “Riza” Gervasio Mantaring, 60 years old, Filipino, was the Chief Executive Officer (CEO) and Country Head of the Sun Life Financial group of companies in the Philippines, and was a member of its various boards. She first joined Sun Life in 1992 as Senior Manager for Asia Pacific of its Information Systems Department and progressively took on a variety of roles until she was appointed Chief Operations Officer for Asia in 2008. The following year, she became Deputy President for Sun Life Philippines in March, then President and CEO in August. Riza graduated with a B.S. Electrical Engineering degree (cum laude) from the University of the Philippines and an M.S. Computer Science from the State University of New York at Albany. She is a Fellow of the Life Management Institute (with distinction). At present, Ms. Mantaring also serves as Independent Director of Ayala Land, Inc., PHINMA Corporation, Microventures, Inc., Far Eastern University-Alabang, East Asia Computer Center Inc., and Roosevelt College, Inc. She is also a Director of Sun Life Grepa Financial, Inc. She was the President of the Management Association of the Philippines in 2019. She is also a member of the Boards of Trustees of the Makati Business Club (Treasurer), Philippine Business for Education, Parish Pastoral Council for Responsible Voting (PPCRV), and Operation Smile Philippines.

ARTEMIO V. PANGANIBAN
Independent Director

The Hon. Artemio V. Panganiban, 83 years old, Filipino, was the Chief Justice of the Philippines from 2005 to 2006, and Associate Justice of the Supreme Court from 1995 to 2005. At present, he is a columnist of the Philippine Daily Inquirer, and an Adviser, Consultant, or Independent Director of several business, civic, non-government, and religious groups. He graduated with an Associate in Arts (Highest Honors) in 1956, as well as a Bachelor of Laws degree, (cum laude) in 1960 from the Far Eastern University and was given the award of Most Outstanding Student. He placed sixth in the 1960 Bar Examinations with a grade of 89.55 percent. Aside from FPH, Chief Justice Panganiban is also an Independent Director of the following listed companies or organizations: GMA Network, Inc., Metro Pacific Investments Corporation, Meralco, Robinsons Land Corporation, GMA Holdings, Inc., Petron Corporation, Asian Terminals Incorporated, PLDT, and is a Non-executive Director of Jollibee Foods Corporation. He is also Senior Adviser of Metropolitan Bank and Trust Company, Member of the Bank of PI Advisory Council, and Adviser of DoubleDragon Properties Corp. He assumed office as an independent director of FPH last July 5, 2007 and is the Chairman of the Board Risk Oversight Committee. He is also the Company’s lead independent director.

FRANCIS GILES B. PUNO
Director, President, and COO

Mr. Francis Giles B. Puno, 55 years old, Filipino, was elected Director of the Corporation on March 3, 2011. He was appointed as President and Chief Operating Officer of FPH effective October 1, 2015. He is a member of the Finance & Investment Committee and of the Board Risk Oversight Committee. He was Chief Finance Officer and Treasurer of FPH in October 2007, and was promoted to Executive Vice President in September 2011, a position he held until Sept. 30, 2015. He was Vice President since he joined the Corporation in June 1997. He is currently the President and Chief Operating Officer of First Gen. He is a Director of EDC and its various subsidiaries. He is likewise a director of various FPH subsidiaries Before joining FPH, he worked with the Chase Manhattan Bank as Vice President for its Global Power and Environmental Group. He has a Bachelor of Science degree in Business Management from the Ateneo de Manila University and a Masters in Business Administration degree from Northwestern University’s Kellogg Graduate School of Management in Chicago, Illinois.

ERNESTO B. RUFINO, JR.
Director

Mr. Ernesto B. Rufino, Jr., 79 years old, Filipino, became a Director of the Corporation from 1986 to 2001. He was re-elected to the board in January 2003 and has remained a director since then. He was the Chief Finance Officer, Treasurer, and a Senior Vice President of the Corporation until his retirement in 2007. He sits as a member of the Finance & Investment Committee and the Board Risk Oversight Committee. He is also the Chairman of Health Maintenance, Inc. Before joining the Corporation, he served as the President of Merchants Investments Corporation. He has AB and BSBA degrees (cum laude) from De La Salle University and an MBA degree from Harvard University. He is currently active with the Knights of Malta, General Lim’s Division Bataan, Inc., and as Chairman of the Association of Health Maintenance Organizations of the Philippines.

JUAN B. SANTOS
Independent Director

Mr. Juan B. Santos, 81 years old, Filipino, has been an Independent Director since 2009. He is the Chairman of the Audit Committee and a member of the Corporate Governance Committee. He is currently a Member of the Board of Directors of RCBC, Sun Life Grepa Financial, Inc., House of Investments, Inc., Philippine Investment Management (PHINMA), Inc., and Philippine Investment Management (PHINMA) Corp.; a member of the Board of Advisors of CocaCola FEMSA Philippines, Mitsubishi Motor Phil. Corporation, East-West Seeds Co., Inc.; a trustee of St. Luke’s Medical Center, Dualtech Training Center Foundation, Inc., and a consultant of the Marsman-Drysdale Group of Companies. Prior to joining FPH Board, he was Chairman of the Social Security Commission, served briefly as Secretary of Trade and Industry and was CEO and Chairman of Nestle Philippines, Singapore, and Thailand. He also served as Director of various publicly listed companies, including the Philippine Long Distance Telephone Company (PLDT), Philex Mining Corporation, San Miguel Corporation, Equitable Savings Bank, Inc., and PCI Leasing and Finance, Inc. He obtained his Bachelor of Science Degree in Business Administration from the Ateneo de Manila University, and pursued post-graduate studies on Foreign Trade at the Thunderbird School of Global Management in Arizona, USA. He completed his Advanced Management Course at the International Institute for Management Development (IMD) in Lausanne, Switzerland.

ANITA B. QUITAIN
Director

Ms. Anita B. Quitain, 73 years old, Filipino, is a Commissioner of the Social Security System, having been appointed by President Rodrigo R. Duterte at the start of his administration. She was elected Director of the Corporation last March 1, 2018. A graduate of the University of Mindanao in Davao City where she earned the degree of Bachelor of Science in Elementary Education, she worked as a public school classroom teacher for ten (10) years, after which she transferred to the Social Security System, Region 09. Starting her SSS stint as a simple clerk, she slowly rose through the ranks and served the SSS in various capacities. She headed the following sections of the SSS, Region 09, namely: Membership, Real Estate, Operations Accounting, Membership Assistance Center and Sickness, and Maternity and Disability. She also served as Head of the then newly-opened SSS Representative Office in Digos, Davao del Sur for five (5) years. She retired from the SSS on July 15, 2009 after 31 years of continuous and dedicated service. She brings this wealth of experience to her present post and as director of FPH.

RICHARD B. TANTOCO
Director and Executive Vice President

Mr. Richard B. Tantoco, 53 years old, Filipino, was elected Director of the Corporation on March 1, 2018. He has been an Executive Vice President since September 2011 and a Vice President of the Corporation since May 1997. He is the President and Chief Operating Officer of EDC and several of its subsidiaries. He also sits as a director and Executive Vice President of First Gen and several of its subsidiaries and affiliates. He is currently the President and Trustee of the Oscar M. Lopez Center for Climate Change Adaptation and Disaster Risk Management Foundation, Inc. and a Trustee in the board of several non-profit organizations, such as KEITECH Educational Foundation, Inc., Business for Sustainable Development, Inc., The Lopez Museum, Stiftung Solarenergie Solar Energy Foundation, and Messy Bessy. Prior to joining FPH, he worked with Procter and Gamble Philippines as a Brand Manager and with the management consulting firm Booz, Allen and Hamilton, Inc. in New York and London, where he specialized in mergers and acquisition advisory, turnaround strategy advisory, and growth strategy formulation for media and manufacturing companies. Mr. Tantoco has an MBA in Finance from the Wharton School of Business of the University of Pennsylvania (1993) and a BS degree in Business Management from the Ateneo de Manila University where he graduated with honors (1998).

STEPHEN T. CUUNJIENG
Independent Director

Mr. Stephen T. CuUnjieng, 61 years old, Filipino, is currently Chairman of Evercore Asia Limited, a position he has held since 2011. He is the Financial Adviser to a number of local and international companies. He has worked on major transactions that have been conferred Deals of the Year awards. He is part of the Executive Advisory Board for Asia of the Wharton School of Business. He is also an independent director at Century Properties Group, Golden Springs (Singapore) and Ave Point, a global enterprise software company whose headquarters is in New Jersey, USA. He is likewise a director of Phoenix Petroleum. He was previously an independent director of Aboitiz Equity Ventures (2010 to 2018), an Adviser to the Board of SM Investments Corporation (2008-2017) and a director of Manila North Tollways Corporation (2008-2013). He was Vice Chairman, ASEAN of Macquarie (Hong Kong) Limited from 2007 to 2009. He is a member of the Audit Committee, Corporate Governance Committee and the Board Risk Oversight Committee of FPH. He has a degree in Bachelor of Arts (1980) and also has a Bachelor’s Degree in Law (with honors, 1984) from the Ateneo de Manila University and the Ateneo Law School. He also has a Master’s Degree in Business Administration (Finance) from the Wharton School of Business (1986)

Governance Governance