The Board is primarily responsible for the governance of the Company and provides an independent check on management. JGSHI is headed by a competent and working Board to ensure the Company’s unremitting success, and sustain its competitiveness and profitability in a manner consistent with its objectives, goals, strategies and measures (“OGSM”) and the long-term best interests of shareholders and other stakeholders.

The Board exercises care, exceptional skill, and sound judgment, as well as observes good faith and loyalty in the conduct and management of the business and affairs of the Company. This ensures that all the Company’s actions are within the scope of power and authority prescribed in the Articles of Incorporation, Amended By-Laws, and existing laws, rules, and regulations. Likewise, in accordance with the Company’s policies and mandate, the Board performs its duties and responsibilities conscientiously and with honesty and integrity thus, faithfully upholding the standards and its commitment to JGSHI, its shareholders and other stakeholders.

The Board’s detailed roles, duties and responsibilities in compliance with relevant laws, rules and regulations are defined in the Company’s Revised Corporate Governance Manual (“RCGM”).

The Company recognizes the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth. The Directors’ biographical details are set out in the Information Statement. Each Director provides a unique business perspective, experience, and set of skills, all valuable to the Company.

To enable a better and more focused attention on the affairs of the Company and to aid in the optimal performance of its roles and responsibilities, the Board approved the delegation of particular matters to the two (2) Board Committees namely: (a) Audit, Related Party Transactions and Risk Oversight Committee and (b) Governance, Nomination, Remuneration and Sustainability Committee (formerly Corporate Governance and Sustainability Committee).

A. Audit, Related Party Transactions and Risk Oversight Committee (“AURROC”)

The role of the AURROC is to oversee the Company’s financial reporting, internal control system, internal and external audit processes, and monitor compliance with applicable laws and regulations, and internal policies for efficiency and effectiveness of business operations, and proper safeguarding and use of the Company’s resources and assets; to ensure that the group-wide policy and system governing Material Related Party Transactions (“MRPTs”), particularly those that breach the materiality threshold is in place and effectively working; and to oversee the establishment of Enterprise Risk Management (“ERM”) framework that will effectively identify, monitor, assess and manage key business risks.

B. Governance, Nomination, Remuneration, and Sustainability Committee (“GNRSC”)

The Company entrusted to the Board the supervision of significant areas of corporate governance and the role to ensure faithful compliance with all applicable laws and regulations and best business practices. In line with this, the Board is tasked to oversee the establishment and effective implementation of appropriate corporate governance policies and procedures pursuant to its RCGM, including but not limited to, the Code of Business Conduct and policy on Conflict of Interest. In the same way, the Board assigned to its GNRSC the role to oversee the development and implementation of corporate governance principles and policies and perform oversight functions on the Economic, Environment, Social and Governance aspects of sustainability, including ensuring the Company’s. This includes ensuring the Company’s overall support and alignment with the appropriate standards. The GNRSC is responsible in formulating and applying the Company’s Code of Business Conduct and internal policies, as well as monitor compliance through communication and awareness campaigns, continuous training and setting a proper forum where issues may be addressed. The GNRSC is also authorized to recommend a formal framework on the nomination and evaluation of the performance of the directors, officers and senior management to ensure that this framework is consistent with the Company’s culture, strategies and the business environment.

The Board Committee Chairman and Members, who are all Independent Directors, are as follows:

The Company’s RCGM provides that the Board may consider designating a Lead Independent Director among the Independent Directors if the Chairman of the Board is not an Independent Director and if the positions of the Chairman of the Board and CEO are held by one person. His role is to lead the independent directors and guide the Board in cases where matters of conflict of interest may arise.

On May 13, 2022, the Board appointed Independent Director Antonio L. Go as the Lead Independent Director to perform the following functions:

• To serve as intermediary between the Chairman and the other directors when necessary;
• To convene and chair meetings of the Non-Executive Directors; and
• To contribute to the performance evaluation of the Chairman, as required.

To further strengthen the Board’s independence, the position of the Chairman of the Board is separated from the President and CEO. Each position has distinct and separate duties and responsibilities in accordance with the Company’s Amended By-Laws and RCGM. The Chairman of the Board is Mr. James L. Go, while the President and CEO is Mr. Lance Y. Gokongwei.

The Chairman presides at all meetings of the Board and shareholders. He also assists in ensuring compliance with and implementation of the corporate governance policies and practices. He makes certain that the agenda focuses on strategic matters and guarantees that the Board receives accurate, timely, relevant, insightful, concise, and clear information to enable it to make sound decisions.

The President and CEO oversees the operations of the Company and manages human and financial resources in accordance with the strategic plan. He also provides leadership for Management in determining, developing, and implementing business strategies, plans and budgets to the extent approved by the Board. He provides the Board with a balanced and understandable account of the Company’s performance, financial condition, results of operations and prospects, on a regular basis.

The detailed duties and responsibilities of the Chairman and the President and CEO can be referenced in the RCGM.

The Company ensures that directors can perform their functions effectively in this rapidly changing environment to cope with heightened regulatory policies, foreign and local demands, and the growing complexity of the business. Orientation programs are conducted for first time directors to ensure that new members are appropriately apprised of their duties and responsibilities. This includes overview of the Company’s operations, Code of Business Conduct, Corporate Governance framework and other relevant topics essential in the performance of their functions. As a matter of continuous professional education, the Company facilitates the training opportunities for the directors and key officers annually.

An in-house SEC-accredited Corporate Governance Seminar for directors and officers of the group entitled “UNBOX EXTRA: The group’s Innovation Festival” was held via webinar on June 16, 2022 and rebroadcasted on October 17, 2022. The webinar covered the following topics:

• Welcome to the Metaverse: How customers will interact in the future.
• The Filipino Customer, Post COVID
• Design Thinking and Prototyping in Creating Great Customer Experiences
• Customer-led Production Innovation in URC
• Peddlr
• Customer Metrics that Matter
• How Southeast Asia’s Largest Car E-Commerce Platform Solves Car Shopping Pain Points
• The Six Worker Archetypes for the World Ahead
• Data in All It Does: The Grab Story
• Technology to Enhance the Customer Journey

The group’s leaders likewise attended an INSEAD Master Class as an additional in-house SEC-accredited corporate governance seminar which was held on September 6 and 7, 2022 at Dusit Thani Hotel, Cebu City. The two-day masterclass focused on how to continue to achieve healthy financial returns as a business with sustainable value creation for the environment and the nation at its core. The speakers were Mr. Atalay Atasu, Ms. Lucie Tepla and Mr. Ludo Van der Heyden.