The Board of Directors
2018 Annual Stockholders’ Meeting: Election of the EDC Board of Directors
In the May 8, 2018 Annual Stockholders’ Meeting held at the One Rockwell East Tower Function Room, Rockwell Drive, Rockwell Center, Makati City, Philippines, eleven (11) highly-qualified and highly-experienced professionals with exemplary backgrounds on business, local and international finance and energy were elected as EDC Directors for another term by the stockholders of the Energy Development Corporation. The Board’s composition represents a good combination with two (2) executive directors (Federico R. Lopez and Richard B. Tantoco), six (6) non-executive directors (Francis Giles B. Puno, Jonathan C. Russell, Joaquin E. Quintos IV, David Simon Luboff, David Andrew Baldwin and Christopher Eu Sun Low) and three (3) independent directors (Edgar O. Chua, Francisco Ed. Lim, and Manuel I. Ayala). Notable is the fact that majority of EDC’s non-executive directors (Puno, Russell, Garrucho, Santos, Baldwin) have extensive prior experience in the energy sector.
Prior to the election, the Nomination and Compensation Committee reviewed and evaluated the qualifications of all persons nominated to the Board to ensure a diverse yet balanced mix of competent Directors, each of whom can add value and contribute independent judgment to the formulation of sound corporate strategies and policies. To ensure the healthy balance of knowledge, reputation, experience and know-how in the Board and in the roaster of officers, the Nomination and Compensation Committee scrutinized and discussed the curriculum vitae, the background, experience and relevant information of a nominee for election as a Director of EDC. Furthermore, the nominees are screened and evaluated without discrimination as to gender, race or religion. Lastly, the Board members are selected on the basis of their knowledge, experience and skills in diverse fields relevant to our business, such as power and energy, business and finance and the environment.
The Board now comprises of 27.30 % independent directors, which is more than the minimum regulatory requirement of at least 2, or 20% of the board, whichever is higher.
For the election of independent directors of EDC, the Nomination and Compensation Committee was principally guided by the definition of an “Independent Director”, to wit:
An Independent Director is one who is independent of Management and who is free from any business or other relationship with the Company which could, or could reasonably be perceived to, materially interfere with the exercise of his independent judgment in carrying out his responsibilities as a director of the Company. An Independent Director is also one who possesses all the qualifications and none of the disqualifications for an independent director under existing laws, government issuances, rules or regulations. More importantly, an independent director should provide indispensable independent judgment and objectivity on all issues presented to the Board.
All EDC Directors, most specially its Independent Directors, are active participants during Board and Board Committee meetings, as well as in major corporate undertakings. Furthermore, all Independent Directors are compliant with the nine-year term limit reckoned from 2012, with Messrs. Chua, and Lim having 7 years and Mr. Ayala having 2 years, reckoned from 2012.
Mr. Oscar M. Lopez will continue as Chairman Emeritus of the Energy Development Corporation. To see the disclosure: https://www.energy.com.ph/wp-content/uploads/2018/05/5-8-18-ASM-Organizational-Board-Meeting-2018.pdf
Update: On December 5, 2018, Director David Simon Luboff resigned from the Board, and Ms. Nicole Phaik Khim Goh, was elected in his stead.
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