Governance

For the successful implementation of our mission to forge collaborative pathways to decarbonize and regenerate for the future, we continue to build a strong governance system to plan our strategies and carry out their execution. We see our governance as one that provides control and stewardship to guide the Company in fulfilling our long-term financial and non-financial responsibilities to our shareholders, stakeholders, and the general public.

Governance Structure

The authority, accountability, and responsibility to steer the course of the Company are vested in the Board and its committees that support the decisionmaking process. However, consultation and utmost collaboration between the Board of Directors and Management are fostered to assess and decide on issues material to the Company.

The Company is in full compliance with its Manual of Corporate Governance and Code of Corporate Conduct and Ethics. Shown below are our governance structure and mechanisms.

Management Approach to Governance

Our management approach is guided by the Lopez values, the respect for human rights, and our commitment to environmental, social and governance (ESG) safeguards principles. Our structures, policies, programs and protocols ensure:

►full compliance with local regulations and international conventions signed by the country and relevant to our operations;
►skillful and adequate oversight of the company’s purpose, business strategy and performance;
►sufficient controls through internal audit, enterprise risk management, and accountability; and
►steadfast protection of the enterprise value.

Organizational Policies

The FPH Manual for Corporate Governance codifies its principles for good governance as required by the Securities and Exchange Commission. It also contains the FPH Code of Conduct and Ethics, business mission, and commitments. FPH has issued several policies below, which work together to strengthen business ethics and integrity—a core Lopez Value. Further details of these polices can be found on the FPH website.

From our knowledge, during 2024, there were no corruption or bribery issues reported; no cases related to anti-trust and anti-competitive behavior; no incidents related to violation of Indigenous People’s rights; no incidences concerning the health and safety impacts of the products and services of our businesses; and no non-compliance issues related to regulations on marketing and communications.

Anti-Bribery and Anti-Corruption

To safeguard against corruption and bribery, FPHhas several corporate governance policies that cover possible entry points. FPH communicates its anti-corruption policies to stakeholders, including suppliers, partners, and clients, through its procurement and vendor accreditation policies. These require compliance with a Code of Conduct that emphasizes ethical business practices, anti-bribery, and related party transactions. FPH also has a Whistleblower mechanism in place, which is referred to in the Whistleblower Policy.

In addition, the Code of Discipline for FPH has provisions on allegations of corruption for all employees. This is discussed during employee onboarding, and copies of the policies are provided on our website and our internal portals.

New Policies

As the Company grows and evolves in a dynamic business landscape, new practices and policies need to be developed to ensure good governance. The following policies were developed or updated in 2024:

IT Policies

  • ► End-User Computing Policy

    • This policy outlines the management, use, and disposal of IT hardware and software provided to employees and authorized users.

  • ► WiFi Network Access Policy

    • This policy governs the access to the company’s WiFi network to ensure secure and authorized usage.

  • ► User Access Management Policy

    • This policy establishes the principles and guidelines for managing user access to IT systems to ensure security and compliance.

  • ► IT Security Policy

    • This policy defines the framework for securing IT systems, ensuring confidentiality, integrity, and availability of information.

  • ► IoT Policy

    • This policy addresses the secure implementation and management of “Internet of Things” (IoT) devices within the organization to minimize security risks.

  • ► And several more policies, practices and procedures, expounded in the section on Intellectual Capital.

HR Policies

  • ► Solo Parent Policy

    • This policy implements Republic Acts 8972, and 11861, or the Acts for Providing for Benefits and Privileges to Solo Parents and Their Children and the Expanded Solo Parents Welfare Act, respectively. The policies present guidance in providing solo parents with the necessary resources and support to raise their children given their unique circumstances.

  • ► Absence and Separation Due to Medical Reasons Policy

    • This policy gives guidance on how to address situations where diseases, illnesses, or injuries affect employee performance, workplace safety,
and overall well-being of employees. This policy also ensures compliance with legal requirements on employee separation due to medical reasons.

Board of Directors

Legend

Frederico R. Lopez

63 Years Old, Filipino

Chairman and Chief Executive Officer

Elected Chairman and Chief Executive Officer in May 2010. Mr. Lopez has been a Director of the Corporation since February 2006.

Tenure: 18 years
Areas of Expertise: Business, Economics, Education, Energy, Finance, Governance, International Relations, Real Estate, Sustainability

Benjamin R. Lopez

55 Years Old, Filipino

Chairman and Chief Executive Officer

Appointed Director and Vice Chairman of the Corporation in March 2023.

Tenure: 2 years
Areas of Expertise: Business, Governance, Real Estate

Francis Giles B. Puno

60 Years Old, Filipino

President, and Chief Operating Officer

Mr. Puno was elected Director in March 2011. He was appointed as President and Chief Operating Officer of FPH in October 2015.

Tenure: 14 years
Areas of Expertise: Banking, Construction, Education, Energy, Governance, Operations, Real Estate, Sustainability

Santiago Dionisio R. Agdeppa

62 Years Old, Filipino


Mr. Agdeppa was elected Director in 2024. He resigned on January 13, 2025 in view of his retirement from the Social Security System (SSS), of which he was its director nominee.

Tenure: 1 year
Areas of Expertise: Accounting, Education, Governance, Insurance, Public Service

David O. Chua

58 Years Old, Filipino

Mr. Chua was elected Director in 2021.

Tenure: 4 years
Tenure: 4 years Areas of Expertise: Banking, Business, Construction, Education, Governance

Roberta L. Feliciano

64 Years Old, Filipino

Ms. Feliciano was elected Director in 2021.

Tenure: 4 years
Areas of Expertise: Conservation of marine biodiversity, Disaster response, Environment preservation, NGO (Fundraising) for Child Welfare and Protection

Miguel Ernesto L. Lopez

56 Years Old, Filipino

Mr. Lopez was elected Director of the Corporation in October 2020.

Tenure: 5 years
Areas of Expertise: Business, Business Process Outsourcing, Governance, Real Estate, Utilities

Anita B. Quitain

78 Years Old, Filipino

Ms. Quitain was elected Director in 2018. She resigned on April 19, 2024 due to the end of her tenure as a member of the Social Security Commission (the governing board of the SSS) of which she was its director-nominee.

Tenure: 6 years
Areas of Expertise: Accounting, Education, Insurance, Governance, Public Service

Mercedes Lopez Vargas

78 Years Old, Filipino

Ms. Vargas was elected Director in 2021.

Tenure: 4 years
Areas of Expertise: Arts and artisanal crafts, Human Resources, Logistics, Philanthropy, Public Service

Emmanuel Antonio P. Singson

59 Years Old, Filipino

Mr. Singson was elected Director in 2021.

Tenure: 4 years
Areas of Expertise: Finance, Management, Governance

Richard B. Tantoco

58 Years Old, Filipino

Mr. Tantoco was elected Director of the Corporation in March 2018.

Tenure: 7 years
Areas of Expertise: Business, Education, Energy, Finance, Governance, Management Consultancy, Marketing, Mergers and Acquisition, Operations, Sustainability

Jaime I. Ayala

63 Years Old, Filipino

Independent Director

Mr. Ayala was elected Director in 2021.

Tenure: 4 years
Areas of Expertise: Banking, Conservation of animals and tropical rainforest, Economics, Energy, Entrepreneur, Governance, Healthcare, Philanthropy, Real Estate

Stephen T. CuUnjieng

65 Years Old, Filipino

Independent Director

Mr. CuUnjieng was elected Director in 2018.

Tenure: 6 years
Areas of Expertise: Banking, Energy, Finance, Governance, Law, Real Estate

Francisco Ed. Lim

70 Years Old, Filipino

Independent Director

Atty. Lim was elected Director in 2021.

Tenure: 4 years
Areas of Expertise: Law, Finance, Judicial Reform, Business, Real Estate, Telecommunications, Energy, Banking, Mergers and Acquisition

Rizalina G. Mantaring

65 Years Old, Filipino

Lead Independent Director

Ms. Mantaring was elected Director in 2016.

Tenure: 9 years
Areas of Expertise: Engineering, Governance, Insurance, Operations

Cirilio P. Noel

68 Years Old, Filipino

Independent Director

Ms. Mantaring was elected Director in 2016.

Tenure: 4 years
Areas of Expertise: Accounting, Banking, Energy, Governance, Healthcare, Law, Real Estate, Retail, Taxation, Telecommunications

Jonathan C. Russell

60 Years Old, British

Senior Adviser


Mr. Russell has been Senior Adviser of FPH since August 2012.

Tenure: 12 years
Areas of Expertise: Business, Export, Management, Energy, Power Plant, Development, Governance

Mario L. Bautista

71 Years Old, Filipino

Senior Board Adviser


Mr. Bautista has been Board Adviser of FPH since May 2015.

Tenure: 10 years
Areas of Expertise: Civil, Commercial and Criminal Litigation, Labor Law, Telecommunications, Corporate Law, Family Law, Probate, Immigration, Insurance, Banking, Securities and Finance

Board Committees

Board Matters

The strategic objectives set by the Board are deeply connected to FPH’s mission “to forge collaborative pathways for a decarbonized and regenerative future.” By focusing on strengthening corporate governance, driving sustainability and climate action, and enhancing risk management, the Board ensures that FPH’s operations align with its mission to lead the transition to a low-carbon economy and promote regenerative practices that would contribute to the restoration of the planet and communities. The integration of science-based carbon reduction targets and ESG principles into business strategies reflects the Board’s commitment to advancing sustainability and creating long-term value for FPH’s stakeholders.

Additionally, the Board prioritizes financial integrity and stakeholder engagement to build trust and ensure that resources are used efficiently to support sustainable growth. By promoting innovation and digital transformation, the Board drives operational efficiency. Finally, the Board reinforces ethical leadership and accountability to foster a culture of integrity across the organization, ensuring that FPH’s efforts to create a decarbonized and regenerative future are rooted in transparency and responsibility. Together, these strategic objectives enable FPH to fulfill its mission while delivering sustainable growth and value for all stakeholders.

Board Activities

  • ► Board Strategic Updates

    • Review of FPH’s strategic direction and priority initiatives

  • ► Board Risk Oversight Committee

    • Review of subsidiary risk profiles

  • ► Audit Committee

    • Reviewed the financial figures for SEC submission

  • ► Corporate Governance Committee

    • Review the qualifications of nominees based on the Code of Corporate Governance

  • ► Related Party Transactions Committee

    • Reviewed and approved transactions between the Company and its related parties, ensuring fairness, compliance with regulations, and with risk management

Board Attendance

Overall attendance to board meetings in 2024 was 88 percent. The following table shows board attendance by each director during the reporting period.

Board Governance

Board members are elected annually, results of which are disclosed to the Philippine Stock Exchange (PSE) and the Securities and Exchange Commission (SEC), and uploaded to the corporate website within five (5) days from their election.

Based on the FPH Manual for Corporate Governance, directors should concurrently, as much as possible, have directorship in only up to a maximum of five publicly listed companies. However, the Manual also states that exceptions may be granted in meritorious cases such as when the concerned director possesses exceptional experience, stature, and the ability to accommodate the additional demands arising from such multiple appointments.

The FPH Manual of Corporate Governance also stipulates that board directors must attend at least 50 percent of board meetings.

An internal, annual Corporate Governance Assessment is conducted and sent to all members of the board to ensure that it is aligned with strategic objectives and governance framework. The most recent assessment evaluated the Chairman’s, President’s, Key Management’s, and Board’s conduct of responsibilities as commendable. While overall performance was strong, the assessment noted opportunities for further enhancement in certain areas, including succession planning.

The Board’s activities are intrinsically linked to the organization’s strategic objectives, progress, and outcomes through governance, oversight, and alignment with strategic goals. The Board Risk Oversight Committee ensures that risk management practices align with strategic objectives by monitoring risks that could impact goal achievement, assessing the viability of strategic initiatives in light of market, financial, or operational risks, and reviewing the effectiveness of risk mitigation strategies. This proactive approach ensures risks are managed effectively rather than reacting to setbacks. Additionally, the Audit Committee oversees financial reporting to ensure resources are used efficiently and aligned with strategic priorities. It also provides assurance on the reliability of financial information used in strategic planning.

Furthermore, the Board receives regular strategic updates from the management of the various subsidiaries. These updates allow the Board to assess whether milestones are being met and whether the organization is on track to achieve its objectives. This continuous oversight ensures alignment between the Board’s governance activities and the organization’s strategic direction.

Board Skills Development

In 2024, members of the board of directors continued to build their knowledge through the following conferences, training, or activities:

  • ► Lopez Group’s Corporate Governance Training

    • October 28, 2024, attended by Lopez Group directors and senior management

  • ► RRHI Corporate Governance Training: Building a Resilient Gokongwei Group: Corporate Governance Training on Sustainability, Cybersecurity, and Integrity

    • September 2024, attended by Director Cirilo Noel

  • ► 2024 Ayala Integrated Corporate Governance, Risk Management and Sustainability Summit

    • November 2024, attended by Director Cirilo Noel

  • ► GIC Insights 2024 Invested in Global Future

    • November 2024, attended by Director Giles Puno

  • ► 2024 FPH Geopolitical Risk Briefing

    • December 2024, attended by Director Giles Puno

  • ► Lecture Tour of the Potato Head Sustainability and Upcycled Facility Project (Indonesia)

    • Attended by Director Mercedes Lopes-Vargas

17 Resigned on April 19, 2024 due to the end of her tenure as a member of the Social Security Commission, the governing board of the SSS, of which she was its director-nominee. Upon resignation of Comm Quitain in April, the seat remained vacant until the 2024 Annual Stakeholder Meeting where Mr. Agdeppa was elected for 2024-2025.

18 Resigned on January 13, 2025 in view of his retirement from the Social Security System (SSS), of which he was its director-nominee.