Board of Directors
At EDC, the Board of Directors is composed of a diverse and balanced mix of competent individuals, where each member contributes their considerable know-how, experience, and independent judgment when formulating sound corporate strategies and policies for the company.
Our Nomination and Compensation Committee reviews and evaluates the qualifications of each nominee, including independent directors. Each one is selected on the basis of their knowledge, experience and skills in various fields relevant to our business.
Mr. Lopez has been a member of the Board since November 29, 2007. He is currently Chairman of EDC, and the publicly-listed companies Lopez Holding Corporation, First Philippine Holdings and First Gen. He is Vice Chairman of Rockwell Land Corporation and also sits on the board of ABS-CBN Corporation, which are also publicly-listed companies.
A staunch environmentalist, he is the Chairman of the Oscar M. Lopez Center for Climate Change Adaptation and Disaster Risk Management Foundation, a non-profit private sector-led initiative supporting research and innovative solutions to build climate-resilient communities. He is the Chairman of Sikat Solar Challenge Foundation, Inc., which focuses on bringing clean energy solutions to rural communities. He is the Chairman 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. He is the Chairman of Knowledge Channel Foundation, which is committed to delivering transformative learning experiences especially to poor and marginalized Filipino children and communities. He is also a member of the Board of Trustees of the Philippine Disaster Resilience Foundation, the ABS-CBN Lingkod Kapamilya Foundation, the Eugenio Lopez Foundation, Teach for the Philippines, and Endeavor 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).
Mr. Puno has been a director of EDC since November 29, 2007. He is currently the Vice-Chairman and Chief Executive Officer of EDC. He is also the Vice-Chairman and Chief Executive Officer of various EDC subsidiaries including, Bac-Man Geothermal Inc., Green Core Geothermal Inc. and EDC Burgos Wind Power Corporation.
Mr. Puno also sits in the board of publicly listed companies First Philippine Holdings (“FPH”), First Gen, First Philippine Industrial Park (“FPIP”), and Rockwell Land Corporation. He is also the President and Chief Operating Officer of FPH, First Gen, FPIP and several First Gen subsidiaries, such as Red Vulcan Holdings Corporation, First Gen Energy Solutions Inc., First Gen Hydro Power Corporation, First Gas Power Corporation, FGP Corp., First NatGas Power Corp. and Prime Meridian PowerGen Corporation. He is a member of the Board of Trustees of Oscar M. Lopez Center for Climate Change Adaptation and Disaster Risk Management Foundation Inc., Lopez Group Foundation Inc., Eugenio Lopez Foundation Inc., and Philippine Business for Social Progress. He previously worked with the Global Power and Environmental Group of The Chase Manhattan Bank in Singapore and Hong Kong where he originated and executed financial advisory and debt arrangement mandates for power and water projects in Asia.
Mr. Puno has a Master of Management degree from the Kellogg Graduate School of Management of Northwestern University (1990) and a Bachelor of Science degree in Business Management from the Ateneo de Manila University (1985).
Mr. Russell, British, has been a director of EDC since November 29, 2007. He is also an Executive Vice President of First Gen and director of Green Core Geothermal Inc. He was previously Vice President of Generation Ventures Associates (“GVA”), an international developer of independent power projects based in Boston, USA, responsible for the development of 1,720 MW of IPP projects in Asia. Prior to joining GVA, he worked for BG plc based in London and Boston, responsible for the development of power and natural gas distribution projects.
Mr. Russell has an MBA with Distinction in International Business & Export Management from the City University Business School, London, England (1989) and a Bachelor of Science with Honours in Chemical & Administrative Sciences from the City University, London, England (1987).
Mr. Low has been a director of EDC since October 3, 2017. He is a Managing Director of Macquarie Infrastructure and Real Assets (“MIRA”), which is part of MAM – the asset management arm of Macquarie Group. Mr. Low joined MIRA in 2006 and currently serves as the Co-head of South-East Asia and India for MAM Real Assets. Mr. Low has been based in Singapore since 2014.
Mr. Ang has been a director of EDC since February 4, 2021. He is currently the Chief Investment Officer of GIC Private Limited (“GIC”) for Infrastructure. Prior to this, he was President of Europe and Head of Integrated Strategies Group of GIC. Prior to joining GIC in 1994, Mr. Ang was a Director of the Auditor-General’s Office in Singapore. From 1996 to 1998, he was seconded from GIC to China International Capital Corporation in Beijing first as the Deputy General Manager and subsequently as the General Manager of its Direct Investment Department. He was Head of the Greater China Team for GIC Special Investments from 1999 to mid-2003, before becoming the Head of Europe Private Equity Group until 2009. He was concurrently Global Head of GIC’s Direct Investment Group and Head of Infrastructure Group from 2009 to 2012. Mr. Ang holds a master’s degree from Cambridge University (1984). He is a Certified Public Accountant and a Chartered Financial Analyst charter holder.
Mr. Ayala has been an Independent Director of EDC since September 7, 2016 and currently sits as the Chairman of the Audit and Governance Committee.
Mr. Ayala is the Co-Founder and Managing Director of Endeavor Philippines, a global non-profit organization focused on accelerating the growth of high impact entrepreneurs. He is also an Independent Director of Sky Cable and a Board Trustee of the University of Asia and the Pacific.
Prior to Endeavor, Mr. Ayala founded Hatchd, Inc., a technology incubator that has helped to create companies such as Rappler, PawnHero, Purple Click, Ayannah, and GrowSari. He was also a co-founder of IRG Ltd., a Hong Kong- based M&A advisory firm focused on the telecoms, media and tech sectors across the Asia Pacific.
Mr. Ayala has an MBA from Harvard Business School and a BA from Yale University.
Mr. Quiniones is an Independent Director of EDC since May 11, 2021 and currently sits as the Chairman of the Health, Safety, and Environment Committee. He has been an Executive Director of Pilipinas Shell Foundation since January 2019, Chairman of the Board of Mindoro Biodiversity and Conservation Foundation since 2016, Chairman of the Board of ShellClub15Plus since 2017, and a member of STEM Alliance Philippines since 2020. He is currently the Chairman of the Board of the League of Corporate Foundations. He was General Manager and Managing Director of Shell Philippines Exploration BV, a Director of Pilipinas Shell Petroleum Corporation where he was also a member of the Board Audit Committee, and Trustee of the Pension Fund of Shell Philippines Exploration BV. He was appointed as Managing Director and General Manager of Prime Energy Resources Development BV, the company which took over the Operatorship of the Malampaya Gas to Power Project on November 1, 2022.
He is also a member of the Management Association of the Philippines where he was Chairman, and Vice Chairman of the Energy Committee. He is also a corporate member of Kabalikat Para sa Maunlad na Buhay, a microfinance non-government organization, and has membership in various committees of the Union Church of Manila.
Mr. Quiniones previously served in the Boards of First Philippine Industrial Corporation and Batangas Bay Carriers, Inc. from 2001 to 2002. He was the Oil and Gas Representative for the Multi-Sectoral Group of Philippines Extractive Industries Transparency Initiative, President of the Petroleum Association of the Philippines, a Trustee of the Malampaya Foundation, a Director of the British Chamber of Commerce of the Philippines, and a Trustee of the British School of Manila. He has also served as Chairman of Council of the Union Church of Manila.
Mr. Quiniones graduated from the Philippine Science High School (1976) and became an NSDB scholar at the University of Philippines Diliman where he studied Chemical Engineering. He was trained in Technical, Operational and Leadership roles in Shell and attended a senior management course at INSEAD in the Singapore campus.
Ms. Lara is an Independent Director of EDC since May 11, 2021 and currently sits as the Chairman of the Related Party Transactions Committee. She is a Director of Artists and Company, a talent management firm and currently an Independent Director of Electronic Network Cash Tellers, Inc. She is active in her various advocacies, including GKONOMICS, which is the livelihood and training arm of Gawad Kalinga, as Marketing and Design Consultant, and MAKABATA School Foundation, Inc., a non-stock, non-profit foundation dedicated to the education of street children. Ms. Lara also supports various producers and artisans in the Negros Province.
Prior to this, Ms. Lara spent three (3) decades in the Philippine advertising industry. She was Chairman of the Board and President and CEO of Young and Rubicam Philippines until her retirement in 2014.
Ms. Lara was previously the Vice Chairman of Publicis/Jimenez Basic, General Manager and Client Services Director of Jimenez/D’ARCV, President and CEO of Basic Advertising, and Management Supervisor of Mullenlowe Treyna.
Ms. Lara graduated from the Ateneo De Manila University where she studied AB Communications Arts. She took a certificate course in Marketing and Advertising from the New York University.
Board Meetings and Activities of the Board
During the Board meetings, the directors are apprised on EDC’s over-all performance, major business issues, new projects, as well as its economic and environmental impact. Board meetings are occasions to discuss strategic matters and those requiring its member’s approvals, as part of the BOD’s monitoring function over corporate activities.
EDC’s Board meetings are usually scheduled at the beginning of the year to allow the Board to calendar and ensure maximum attendance in EDC Board meeting. EDC’s Corporate Secretary, through the Office of the President, prepares the schedule of EDC’s Board meetings, in accordance with its By-laws, and disseminates it to the members of the Board and key executives so that EDC’s Directors can plan accordingly and fit the year’s Board meetings into their respective schedules.
The minimum quorum requirement for Board decisions under EDC’s By-Laws is a majority of the total number of Directors of which (i) for so long as Red Vulcan holds sufficient shares to enable it to appoint at least one (1) Director, one (1) must be a Red Vulcan Director; and (ii) for so long as the Participation Conditions (as defined in the By Laws) are satisfied and there is at least one (1) incumbent Investco Director who is not an Unsuitable Director (as these terms are defined in the By Laws), one (1) must be an Investco Director.
Records of the Board Meetings
Board meetings are recorded and minuted, and all resolutions are documented by the Corporate Secretary. Committee meetings are likewise recorded and minuted, with the resolutions documented by the respective Committee Secretariats.
Board Training Program
Directors, corporate officers and Senior Management attend corporate governance seminar conducted by a duly accredited training provider. The corporate governance seminars provides the Directors, officers, and Senior Management an opportunity to learn and integrate corporate governance principles and be provided with useful insights on various and current governance issues.
Board Strategic Planning
To align the activities of the Company with its vision, mission, core values, and goals for the year, the Board of Directors conducts a Board Strategy Meeting. For 2020, the Board Strategy Meeting was conducted last September 9, 2020. The Board Strategy Meeting provided a venue for the Directors to set strategic directions and guidance. The Directors revisited and affirmed the company’s mission and vision, and analyzed the present and future operating environment given the market trends. The Directors likewise assessed major opportunities and risks for the Company.
The Board Self-Evaluation
The Board’s Self-Evaluation helps the Board assess the overall performance and effectiveness of the Board and the Board Committees as well as the performance of the Chairman/CEO and the President/COO in respect of their governance responsibilities. The Board’s Self-Evaluation helps it identify its strengths and weaknesses as well as those of the Company, leading to an improvement in performance throughout the organization.
Compensation of Directors and Executive Officers
The Nomination and Compensation Committee has the responsibility to review and recommend to the Board the Company’s compensation system and remuneration packages for corporate officers and Directors.
The levels of honoraria, remuneration or compensation for EDC’s Directors and executive officers are set at the optimum level to attract and retain the services of qualified and competent Directors and officers. A portion of the honoraria, remuneration or compensation of the Directors, whether executive, non-executive or independent, may also be structured or be based on corporate and individual performance. In accordance with its By-Laws, the Board shall receive compensation for their services pursuant to a resolution of the stockholders.