Board Committees, Charters, and Meetings
Beyond the regulatory requirement for the number of Board Committees, First Gen’s EDC’s board of directors takes pride with its initiative of having seven (7) Board Committees to facilitate the monitoring of the Company’s performance and to enhance the effectiveness of the Board in discharging its fiduciary duties, namely: the Audit and Governance Committee, Nomination and Compensation Committee, Risk Management Committee, Corporate Social Responsibility Committee, the Operations Committee, the Related Party Transactions Committee, and the Health, Safety, and Environment Committee.
The members of each Board Committee were appointed in consideration of regulatory requirements, governance best practices, individual expertise, and operational demands.
The Nomination and Compensation Committee (“NCC”) evaluates the qualifications of all persons nominated to the Board and those recommended to other positions requiring appointment by the Board. It also established a formal and transparent procedure for developing a policy on executive compensation and fixing the compensation packages of corporate officers and directors.
The NCC is presently composed of:
- Federico R. Lopez (Chairman)
- Francis Giles B. Puno
- Richard B. Tantoco
- Jose Victor P. Paterno (Independent Director)
- Pierre Eugene Jean Pont
The Audit and Governance Committee (“AGC”) performs oversight functions in checking the integrity of EDC’s financial reporting process, effectiveness and soundness of internal control environment, adequacy of audit functions for both internal and external audits, and compliance with rules, policies, laws, regulations, contracts, and the code of conduct. The AGC also recommends the appointment, re-appointment, and removal of the external auditor. Detailed enumeration of the AGC’s responsibilities is found in the CG Manual and the AGC Charter
The AGC is presently composed of:
- Jose Victor P. Paterno (Chairman; Independent Director)
- Sebastian C. Quiniones, Jr. (Independent Director)
- Teresa Grace Socorro G. Lara (Independent Director)
- Richard B. Tantoco
- Jonathan C. Russell
- Pierre Eugene Jean Pont
The Risk Management Committee (RMC) assists the EDC Board of Directors in its oversights responsibility for Management’s activities in managing risks involving strategic, natural hazards, operational, market, financial, credit, project, and other risks of the corparation
- Conducts a yearly evaluation of the Company’s risk assessment and risk management program and ensure that appropriate controls are in place;
- Recommends to the Board the Company’s strategic risks, including the risk mitigation and control measures that require immediate or urgent implementation;
- Meets periodically with the Audit and Governance Committee, key management, and internal and external auditors to understand and discuss the control environment;
- Reviews the Company’s risk tolerance, financial exposures, and investment guidelines, including the mitigating strategies, insurance, and other risk financing schemes being undertaken;
- Reviews periodically the security, safety, and physical loss control measures and the specific Emergency Response Plan adopted by the Company to ensure that all risks are adequately covered; and
- Reviews annually the adequacy of the Risk Management Committee Charter and recommend any proposed changes to the Board of Directors.
The RMC is presently composed of:
- Richard B. Tantoco (Chairman)
- Jonathan C. Russell
- Pierre Eugene Jean Pont
- Jose Victor P. Paterno (Independent Director)
- Sebastian C. Quiniones, Jr. (Independent Director)
- Teresa Grace Socorro G. Lara (Independent Director)
The Sustainability Committee provides strategic guidance and governance on the Company’s Sustainability Programs, and Environment, Social, and Governance (ESG) performance to ensure the highest possible standards in protecting the environment, society, and stakeholders, while promoting responsible stewardship and regeneration beyond EDC’s operations.
The Sustainability Committee is presently composed of:
- Federico R. Lopez (Chairman)
- Teresa Grace Socorro G. Lara (Independent Director)
- Jerome H. Cainglet
- Richard B. Tantoco
- Pierre Eugene Jean Pont
The Related Party Transactions (“RPT”) Committee was created to oversee the effective implementation of EDC’s RPT Policy. It is also tasked to review all material and significant RPTs of the Company to ensure integrity and transparency of such transactions.
The RPT Committee is presently composed of:
- Teresa Grace Socorro G. Lara (Chairman; Independent Director)
- Jose Victor P. Paterno (Independent Director)
- Sebastian C. Quiniones, Jr. (Independent Director)
- Federico R. Lopez
- Francis Giles B. Puno
- Jerome H. Cainglet
- Richard B. Tantoco
- Jonathan C. Russell
- Pierre Eugene Jean Pont
The Operations Committee (“OpsCom”) deliberates, reviews, and recommends all matters that will require Board approval, and such assignments that may be delegated by the Board on policy, organization/personnel, finance, expenditures, budget, fixed assets, procurement, credit, and sales.
The OpsCom is presently composed of:
- Federico R. Lopez
- Francis Giles B. Puno
- Jerome H. Cainglet
- Richard B. Tantoco
- Jonathan C. Russell
- Pierre Eugene Jean Pont
The Health, Safety, and Environment (“HSE”) Committee was created by the Board on November 18, 2020 to assist the Board in its oversight responsibility as regards the Company’s HSE standards and practices.
The HSE Committee is presently composed of:
- Sebastian C. Quiniones, Jr. (Chairman, Independent Director)
- Jonathan C. Russell
- Pierre Eugene Jean Pont
The Nomination and Compensation Committee (“NCC”) evaluates the qualifications of all persons nominated to the Board and those recommended to other positions requiring appointment by the Board. It also established a formal and transparent procedure for developing a policy on executive compensation and fixing the compensation packages of corporate officers and directors.
The NCC is presently composed of:
- Federico R. Lopez (Chairman)
- Francis Giles B. Puno
- Jose Victor P. Paterno
- Verena Lim
- Richard B. Tantoco
The Audit and Governance Committee (“AGC”) performs oversight functions in checking the integrity of EDC’s financial reporting process, effectiveness and soundness of internal control environment, adequacy of audit functions for both internal and external audits, and compliance with rules, policies, laws, regulations, contracts, and the code of conduct. The AGC also recommends the appointment, re-appointment, and removal of the external auditor. Detailed enumeration of the AGC’s responsibilities is found in the CG Manual and the AGC Charter
The AGC is presently composed of:
- Jose Victor P. Paterno (Chairman)
- Sebastian C. Quiniones, Jr.
- Teresa Grace Socorro G. Lara
- Jonathan C. Russell
- Richard B. Tantoco
- Verena Lim
The Risk Management Committee (RMC) assists the EDC Board of Directors in its oversights responsibility for Management’s activities in managing risks involving strategic, natural hazards, operational, market, financial, credit, project, and other risks of the corparation
- Conducts a yearly evaluation of the Company’s risk assessment and risk management program and ensure that appropriate controls are in place;
- Recommends to the Board the Company’s strategic risks, including the risk mitigation and control measures that require immediate or urgent implementation;
- Meets periodically with the Audit and Governance Committee, key management, and internal and external auditors to understand and discuss the control environment;
- Reviews the Company’s risk tolerance, financial exposures, and investment guidelines, including the mitigating strategies, insurance, and other risk financing schemes being undertaken;
- Reviews periodically the security, safety, and physical loss control measures and the specific Emergency Response Plan adopted by the Company to ensure that all risks are adequately covered; and
- Reviews annually the adequacy of the Risk Management Committee Charter and recommend any proposed changes to the Board of Directors.
The RMC is presently composed of:
- Richard B. Tantoco (Chairman)
- Jonathan C. Russell
- Verena Lim
- Jose Victor P. Paterno
- Sebastian C. Quiniones, Jr.
- Teresa Grace Socorro G. Lara
The Sustainability Committee provides strategic guidance and governance on the Company’s Sustainability Programs, and Environment, Social, and Governance (ESG) performance to ensure the highest possible standards in protecting the environment, society, and stakeholders, while promoting responsible stewardship and regeneration beyond EDC’s operations.
The Sustainability Committee is presently composed of:
- Federico R. Lopez (Chairman)
- Teresa Grace Socorro G. Lara
- Richard B. Tantoco
- Jerome H. Cainglet
- David Andrew Baldwin
The Related Party Transactions (“RPT”) Committee was created to oversee the effective implementation of EDC’s RPT Policy. It is also tasked to review all material and significant RPTs of the Company to ensure integrity and transparency of such transactions.
The RPT Committee is presently composed of:
- Teresa Grace Socorro G. Lara (Chairman)
- Jose Victor P. Paterno
- Sebastian C. Quiniones, Jr.
- Federico R. Lopez
- Richard B. Tantoco
- Francis Giles B. Puno
- Jonathan C. Russell
- Jerome H. Cainglet
- Verena Lim
The Operations Committee (“OpsCom”) deliberates, reviews, and recommends all matters that will require Board approval, and such assignments that may be delegated by the Board on policy, organization/personnel, finance, expenditures, budget, fixed assets, procurement, credit, and sales.
The OpsCom is presently composed of:
- Federico R. Lopez
- Richard B. Tantoco
- Francis Giles B. Puno
- Jonathan C. Russell
- Jerome H. Cainglet
- David Andrew Baldwin
The Health, Safety, and Environment (“HSE”) Committee was created by the Board on November 18, 2020 to assist the Board in its oversight responsibility as regards the Company’s HSE standards and practices.
The HSE Committee is presently composed of:
- Sebastian C. Quiniones, Jr. (Chairman)
- Jonathan C. Russell
- David Andrew Baldwin