The Board is primarily responsible for the governance of the Company. A competent and working Board heads JGS to ensure the Company’s unremitting success and sustain its competitiveness and profitability in a manner consistent with its 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 Company's business and affairs. 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 Revised Corporate Governance Manual (“RCGM”), Board Charter, and policies, the Board performs its duties and responsibilities conscientiously and with honesty and integrity, thus faithfully upholding the standards and its commitment to JGS, 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:

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 JGS Annual Report (17A) December 2023 (Part 1), Part III Control and Compensation Information, Item 9, Directors or Leadership page of the Digital Annual Report. Each Director provides a unique business perspective, experience, and skill set that are all valuable to the Company.

In the implementation of its Board Diversity Policy, JGS does not discriminate by reason of gender, age, disability, ethnicity, nationality, political, religious, or cultural backgrounds of its directors, officers, and employees. Specifically for the Board, when searching for candidates for director, the Company uses professional search firms or other external sources as a policy. Thus, the incumbent Board is diverse in terms of expertise, gender, professional experience, and academic backgrounds.

The directors of the Company are elected at the Annual Stockholders’ Meeting to hold office until the next succeeding annual meeting and until their respective successors have been elected and qualified. In 2023, the composition of the Board, all of whom possess the necessary qualifications and none of the disqualifications, is as follows: Non-Executive Directors (3), Independent Directors (4), and Executive Directors (2). At present, the Company has one (1) female Non-Executive Director and is actively exploring through external search channels for a female candidate with a wide range of expertise that will fit the Company’s needs (e.g., aligned with its strategic directions) to nominate as one of the Independent Directors in the next shareholders’ meeting.

In JGS, the position of the Chairman of the Board is separate from the President and CEO to strengthen the Board’s independence further. This is to ensure a clear distinction between the Chairman’s responsibility to manage the Board that exercises corporate powers and conducts business and the CEO’s responsibility to manage the executives that implement the policies in the conduct of the business 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 implementing corporate governance policies and practices. He monitors 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 detailed duties and responsibilities of the Chairman can be referenced in the:

The Board has Independent Directors, who occupy four (4) out of the nine (9) Board seats or more than one-third (1/3) of the members of the Board and who possess all the necessary qualifications and none of the disqualifications to hold the position. They are independent of management and the controlling Shareholders and are free from any business or other relationship that could, or could reasonably be perceived to materially interfere with their exercise of independent judgment in carrying out their responsibilities as Directors.

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 one person holds the position of the Chairman of the Board and CEO. His role is to lead the independent directors and guide the Board in cases where matters of conflict of interest may arise.

On May 15, 2023, the Board appointed Independent Director Antonio L. Go as the Lead Independent Director to perform the following functions: i.) To serve as an intermediary between the Chairman and the other directors when necessary; ii.) To convene and chair meetings of the Non-Executive Directors; and iii.) To contribute to the performance evaluation of the Chairman, as required.

To enable 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: i.) Audit, Related Party Transactions and Risk Oversight Committee and ii.) Governance, Nomination, Remuneration, and Sustainability Committee (formerly Corporate Governance and Sustainability Committee).

As provided in the Company’s RCGM, 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 including review and approval thereof to guarantee that transactions are transparent,  conducted fairly and at arm’s length; and to oversee the establishment of Enterprise Risk Management (“ERM”) framework that will effectively identify, monitor, assess, manage, and report key business risks as well as provide oversight over its risk management policies and procedures. In addition to these, under the RCGM, the AURROC has the primary responsibility to appoint and remove the external auditor as well as the head of internal audit.

As provided in the Company’s RCGM, the role of the GNRSC is 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, and recommend a formal framework on the nomination, and evaluation of the performance of the Directors and Senior Management to ensure that this framework is consistent with the Company’s culture, strategies and the business environment. This includes the following functions: oversight of the implementation of a Corporate Governance framework and periodic review of the same to ensure that it remains relevant to the Company; to monitor compliance with the Code of Business Conduct and Ethics and accompanying Corporate Governance policies; to oversee Board evaluation and continuing education/training; to implement remuneration matters for corporate and individual performance; to define the nomination, election, and succession planning for the Board and key officers; and to provide guidance and oversee policy-making on the Company’s sustainability strategies, programs, initiatives and reports. The GNRSC also evaluates management’s effectiveness in maximizing climate-related risks and opportunities into JGS’s strategy planning.

The Board Committee Chairman and Members, who are all Independent Directors, and have finance, accounting and/or business administration background, are as follows:

The AURROC and GNRSC Charters can be accessed here:

The Board schedules its meetings in the last quarter of the preceding year. It holds regular meetings in accordance with its Amended By-Laws and convenes special meetings when required by business exigencies. The notice and agenda of the meeting and other relevant meeting materials are furnished to the directors at least five (5) business days prior to each meeting. As seen in the Certificate of Attendance of Meetings uploaded in the website, the Independent Directors have complete attendance for 2023.

In 2023, the Board met twelve times and there was a quorum (2/3 of the number ofdirectors) in all meetings. There was a total of eight (8) Board Committee meetings in 2023: four (4) AURROC Meetings, and four (4) GNRSC meetings.

7- Special meetings; 4 - regular meetings; 1 - Organizational meeting

In addition to the Board and Board Committee meetings, on November 8, 2023, the Independent Directors, who are members of AURROC had a meeting with the External Auditor without anyone from management present. On the same date, under the chairmanship of Mr. Go as the Lead Independent Director, the Non-Executive Directors (“NEDs”) and Independent Directors (“IDs”) had a meeting with the External Auditor (“EA”), Chief Audit Executive (“CAE”), Chief Finance and Risk Officer (“CFRO”), and Chief Compliance Officer (“CCO), and thereafter, they met without said executives present.

An annual self-assessment to evaluate performance is conducted by the Board as a whole, the Board Committees, the individual directors, and the Company’s key officers. This exercise helps them to review their performance, understand their roles and responsibilities, and lead effectively. It also assesses a director’s attendance at board and board committee meetings and participation in boardroom discussions.

The Board Committees’ self-assessment questionnaires contain the following criteria based on leading practices and principles on good governance:

On the other hand, the Chairman’s and the President and CEO’s self-assessment questionnaires contain the following criteria:

Lastly, the key officers, namely the Corporate Secretary, the Chief Compliance Officer, the Chief Finance and Risk Officer, and the Chief Audit Executive were rated based on their key functions.

The annual self-assessment is also supported by an external facilitator every three (3) years and allows for a feedback mechanism for stockholders pursuant to the recommendation in the Code of Corporate Governance for Publicly-Listed Companies (“CG Code for PLCs”). In 2022, JGS engaged Good Governance Advocates and Practitioners of the Philippines (“GGAPP”) as its independent Third-Party Board  Evaluator in the conduct of the Board Self-Assessment. In 2023, JGS customized the template from GGAPP to conduct its Board Self Assessment and the results were reported to the GNRSC and the Board on August 9 and 10, 2023, respectively.

See Board Evaluation Form at:

Based on the Succession Planning and Remuneration Policy of JGS, the remuneration of the Board is recommended by the GNRSC and approved by the Board, whose actions are ratified by the shareholders during the ASM. In 2023, the Chairman and the directors who attended all board meetings received a total per diem of Php240,000 each, while directors and advisors in committee meetings each received Php240,000 and Php120,000, respectively.

The aggregate compensation given to officers and directors of the Company for the year 2023 is reported in the JGS Annual Report (17A)  December 2023 (Part 1), Part III, Item 10, page 91.

The detailed table of Security Ownership of Management over any shares of the Company as of 31 December 2023 reported in the JGS Annual Report (17A) December 2023 (Part 1), Part III, Item 11 (2), page 93 is as follows:

The other Executive Officers of the Company have no beneficial ownership over any shares of the Company as of December 31, 2023, namely:

As reported in the JGS Annual Report (17A) December 2023 (Part 1), Part III, Item 11 (2), page 92, as of December 31, 2023, the Company is not aware of anyone who beneficially owns in excess of 5% of the Company’s common stock except as set forth in the table below:

JGS is currently one of the largest and most diversified Filipino conglomerates engaged primarily in businesses that serve a growing middle class with rising disposable incomes in the Philippines and Southeast Asia. JGS’s place in Philippine business has for its cornerstone a business portfolio of market leaders, management team, and a vision of leading the country to global competitiveness and making life better for every Filipino.

The Group Corporate Structure is reported in the JGS Annual Report (17A)  December 2023 (Part 1), Part I, Item 1 (B), page 6:

JGS has in place an Insider Trading Policy which governs the trading of Company shares by directors, key officers, and individuals with access to material non-public information.

The Directors and Officers of the Company are required to report any changes in ownership of Company shares to the Office of the Corporate Secretary within three (3) business days from said occurrence. The Office of the Corporate Secretary shall file the required disclosure to comply with reporting requirements of the PSE and the SEC within the prescribed period.

The other Executive Officers of the Company have no beneficial ownership over any shares of the Company as of December 31, 2023, namely:

The shareholdings as of December 31, 2023 indicated above is available at Public Ownership Report as of December 31, 2023.

The shareholdings as of March 31, 2023 indicated above is available at Public Ownership Report as of March 31, 2023.