Board Matters
Governance Statement, Strategies, and Objectives
JG Summit Holdings, Inc. (“JGSHI” or the “Company”) upholds its commitment to doing business in accordance with its long-held values of exercising the highest ethical standards and always acting in good faith and in the best interest of all stakeholders. These values, which extend to corporate governance, have been the foundation of the Company in advocating and promoting the principles of integrity, fairness, transparency, and accountability.
JGSHI is compliant with the Code of Corporate Governance for Publicly-Listed Companies (“CG Code”). It continuously strives to strengthen its governance practices within the framework of evolving laws and regulations of the Securities and Exchange Commission (“SEC”) and the Philippine Stock Exchange (“PSE”) on the recommended corporate governance principles and industry best practices. Consequently, there is a regular review of JGSHI’s company policies, such as its Revised Corporate Governance Manual, Code of Business Conduct and Ethics, and Anti- Bribery and Anti-Corruption, which all of its operating companies and employees are expected to follow.
In addition, it adopts the long-term strategic planning framework “OGSM” (Objectives, Goals, Strategies, and Measures). It begins with a purpose, an inspiring articulation of the company’s reason for being and the role it plays in the lives of its stakeholders; the vision for the next 3-5 years; the financial and non-financial goals, the strategic choices about where to compete, and the strategies to be employed to win. The Board also regularly reviews and monitors the execution of the OGSM through discussions of JGSHI’s CEO Scorecard, the group’s quarterly financial performance, and updates on its How-to-Win strategies. Ultimately, in its pursuit to heighten observance of good corporate governance in light of emerging trends, JGSHI is resolutely and relentlessly carrying out its business purpose and intention of offering better choices to its customers and creating shared success with all its stakeholders.
The Company
A. Organizational Structure
JGSHI 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. JGSHI’s place in Philippine business has for its cornerstone a 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 SEC Form (17A) December 2024 (Part 1), Part I, Item 1 (B).
B. Management Leadership Chart
Click the diagram to view
See JGS Annual Report SEC Form (17A) December 2024 (Part 1), Part III, Item 9 (1) Directors (for Mr. Lance Gokongwei as Executive Director), (2) Executive Officers for the full write-up of on the above-mentioned officers. For the role of key officers, please refer to the “Governance Framework” section of this Sustainability Report.
C. Ownership Structure
1. Top Shareholdings (shareholders holding >5%)
The persons who beneficially owns in excess of 5% of the Company’s common stocks as of December 31, 2024 are specified and reported in the JGS Annual Report SEC Form (17A) December 2024 (Part 1),Part III, Item 11 (2).
2. Management Beneficial Ownership
The detailed table of Security Ownership of Management over any shares of the Company as of 31 December 2024 is reported in the JGS Annual Report SEC Form (17A) December 2024 (Part 1), Part III, Item 11 (2).
3. Trading of Securities
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 under the Insider Trading Policy. 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.
*Ms. Bernadine T. Siy replaced Mr. Jose T. Pardo effective June 3, 2024.
The other Executive Officers of the Company have no beneficial ownership over any shares of the Company as of December 31, 2024, namely:
- Renato T. Salud - Chief Corporate Affairs and Sustainability Officer
- Aldrich T. Javellana - Senior Vice President and Treasurer
- Michele F. Abellanosa - Vice President, Corporate Ownership
- Rya Aissa S. Agustin - Chief Audit Executive
- Laurinda R. Rogero - Chief Compliance Officer
- Ma. Cristina Bellaflor P. Alvarez - Chief Information Officer
- Bach Johann M. Sebastian - Senior Advisor
- Alan D. Surposa - Senior Advisor
- Ian Pajantoy - Data Protection Officer
- Andre Ria B. Buzeta-Acero - Assistant Corporate Secretary
The shareholdings as of December 31, 2023 and 2024 indicated above may be viewed at the JGSHI website through this link:
4. Rights of Shareholders
The Company is committed to ensuring fair and equitable treatment of all shareholders, whether controlling or minority, local or foreign. The Company respects the rights of all shareholders as provided under the Revised Corporation Code and other laws and as stated in its RCGM and the Company’s website. These rights relate to the following, among others: the (1) participate and vote on all matters that require their consent or approval in general shareholder meetings, including election and removal of Board members; (2) inspect corporate books and records; (3) obtain relevant and material information on the corporation on a timely and regular basis; (4) dividends; (5) appraisal; (6) secure methods of ownership registration; (7) convey or transfer shares; (8) nominate directors in accordance with the by-laws and notice of the annual stockholders’ meeting procedures; and (9) submit proposals on items for inclusion in the agenda in accordance with relevant laws, regulations and internal policy.
A. The Annual Stockholders Meeting
JGSHI is transparent and fair in conducting its Annual and Special Shareholders’ meetings and encourages active shareholders participation under its By-Laws, such as nominating candidates to the board or calling for a general or special meeting by minority stockholders in accordance with relevant laws, regulations, by-laws and notice of the annual stockholders’ meeting procedures.
The Annual Stockholders’ Meeting (“ASM”) was held on June 3, 2024. The initial Notice of the Annual Stockholders' Meeting (“Notice”) was filed on March 14, 2023 or at least twenty-eight (28) days before the ASM, in compliance with the CG Code, the By-Laws and the RCGM. The Definitive Information Statement, which contains the Notice, was filed with the SEC and PSE on May 9, 2024. In addition, the Notice was published in English and disseminated to shareholders and other stakeholders via the Manila Standard and Business World for two (2) consecutive days in both online and print. It enumerated and explained the agenda items requiring stockholders’ approval with one agenda item per topic and contained the following: i.) a rationale and explanation for each agenda item; ii.) the profiles of directors (with age, academic qualification, date of first appointment, experience, and directorships in other listed companies); iii.) SyCip Gorres Velayo & Co. (“SGV & Co.”) as the external auditor seeking reappointment; iv.) readily available proxy documents; v.) ratifying acts of the Board such as the compensation or remuneration of executive directors and key officers; vi.) voting procedure; vii.) information regarding the appointment of an independent party to validate the votes; and viii.) the class of shares allowed to vote, among others.
The ASM was conducted both by face-to-face and by remote communication and was attended by all of the Board of Directors and by shareholders owning or representing a majority of the outstanding capital stock. The shareholders individually elect each director through ballot and were allowed to cast their votes by proxy or in absentia on each agenda item presented to them for approval, with the number of votes approving each agenda item indicated in their respective sections in the Minutes of the ASM. Shareholders who could not attend were apprised ahead of time of their right to appoint a proxy, subject to the requirements of law, rules and regulations, and the By-Laws. In order for the Company to properly conduct validation procedures through its external auditor, SGV & Co., stockholders who wished to participate via remote communication were instructed to notify the Company through email of their desire to vote in absentia.
The shareholders were also given the opportunity to send in their questions, express opinions, and make suggestions on various issues related to the Company by electronic mail. The Company received questions and provided responses indicated in the section on “Consideration of Other Matters” of the Minutes.
As shown in the Minutes of the ASM, the ASM was attended by the Chairman of the Board, all Board Committees, the President and CEO, the Investor Relations Officer, the External Auditor, and other officers of JGSHI.
The Minutes of the ASM and results of the meeting was uploaded the next day in the Company website:
B. Dividends
The Company’s policy is to deliver a steady flow of dividends to its shareholders. In the past five years, JGSHI has successfully paid out at least PHP 0.30 per share annually despite the significant adverse impact of the pandemic on the Company’s operations and profitability. The Company shall declare cash dividends annually. The dividend rate, however, shall be reviewed every year by the Board of Directors, taking into account the absence of circumstances which may restrict the payment of such dividends and considering applicable laws and regulations, the Company’s results of operations, medium and long-term growth and investment strategies, cash flow requirements, and other relevant factors.
In its regular meeting on May 8, 2024, the Board approved the declaration of a regular cash dividend in the amount of Forty-Two Centavos (PHP 0.42) per common share from JGSHI’s unrestricted retained earnings as of December 31, 2023, to all stockholders of record as of May 23, 2024. This was paid on June 5, 2024.
C. Investor Relations
In furtherance of the shareholders’ rights, an Investor Relations Officer (“IRO”) under the Corporate Strategy Office was appointed so that the shareholders can engage with the Company beyond general meetings and all material information relating to it can be communicated to them. Shareholders and other stakeholders may visit the Company website Investor Relations and Contact Us tabs or contact the Company’s IRO below:
Carlos R. Yu, Jr.
Director, Corporate Strategy and Investor Relations
Phone: +632 8633-7631 loc. 530
Email: IR@jgsummit.com.ph
40F Robinsons Equitable Tower, Ortigas Center, Pasig 1605
D. Duties to Stakeholders
The Company recognizes and values the interdependence between business and society. It promotes a mutually beneficial relationship that encourages the Company’s sustainable growth while contributing to the advancement of the society where it operates. The Company employs value chain processes that consider Economic, Environmental, Social, and Governance issues and concerns.
1. Customers' Welfare
The Company adopts customer relations policies and procedures to protect the customer’s welfare. This includes providing and making available the customer relations contact information, who is empowered to address and attend to customer questions and concerns.
2. Supplier/Contractor Selection
The Company follows the Supplier Accreditation Policy to ensure that the Company’s suppliers and contractors are qualified to meet its commitments. Besides the accreditation process, suppliers and contractors also undergo orientation on Company policies and ethical practices.
3. Employees
The Board also establishes policies, programs, and procedures that encourage employees to actively participate in the realization of the Company’s goals and its governance, including but not limited to: Health, Safety, and Welfare; Training and Development; and Rewards, Compensation, and Benefits.
The Company complies with the standards and policies set by the Department of Labor and Employment. Likewise, the Company has Security and Safety Manuals that are implemented, reviewed, and regularly updated to ensure the security, safety, health, and welfare of the employees in the workplace.
Health, Safety and Welfare
Foster the health and well-being of our people
Worker safety and well-being are of utmost importance to the Company. To support our employees’ physical and mental health, the Company continued to improve its office spaces and included areas where people can work, eat, and relax. To provide a space that caters to new workplace realities, workspace renovations took place. Aside from this, to strengthen the culture of well-being, monthly webinars were conducted on diverse topics from subject matter experts. To further support employees' mental health, the Company introduced a program offering a free initial consultation with a mental health professional. Additionally, the Company launched a wellness app in partnership with Rebel, providing employees with guided fitness and well-being resources. As part of this initiative, a twice-a-year step challenge was introduced to encourage movement and an active lifestyle. To check the health of employees, an Annual Physical Examination was likewise made available.
Leveraging employee feedback for data-driven decision-making
The Company actively monitored and responded to employee needs through structured listening initiatives. By leveraging surveys across various stages of the employee lifecycle, we identified key pain points in the employee experience. Coupled with robust analytics dashboards, we transformed these insights into data-driven, targeted action plans, ensuring tailored and meaningful interventions.
Improved employee services via digitalization
Access to efficient employee services on an online platform was made possible through the Company’s internal Employee Service Portal. To provide a delightful employee experience, the Company’s business units continued to utilize the Darwinbox human resource management platform with modules in Recruitment, Performance, Career Development, and more. Implementation of the Darwinbox platform was also expanded to more business units.
Embraced the hybrid environment to engage and recognize its people
Connections were built through groupwide and localized engagement and recognition initiatives. Likewise, employees adapted by socializing their values and culture through hybrid events accessible to both onsite and online participants, resulting in better choices for the Company’s people.
Great Place to Work® recertified
Building upon the Great Place to Work® certification from 2023, the company has been recertified for 2024, demonstrating an ongoing commitment to fostering an exceptional workplace.
From culture awareness to culture connectedness
In 2024, the culture team of the Company’s Corporate Human Resources Group strengthened the integration of Company Purpose, Values, and Ambition (“PVA”) into working ways through the Culture Connect program, which created meaningful and fun conversations with employees.
Blood donation drive with the Philippine Red Cross
As part of the OSH initiatives pursuant to the Company’s advocacy to provide impactful ways for individuals to make a positive difference in the lives of others and contribute to the overall health and well-being of the community, an onsite blood donation drive in partnership with the Philippine Red Cross was held in 2024.
Performance-Enhancing Mechanisms for Employee Participation
Rewards policy that accounts for the Company’s performance in the long term
The Company firmly believes that good governance is the cornerstone of sustainable success. As JGSHI strives to attain excellence in corporate governance, the crucial role that rewards programs play in aligning the interests of our employees and stakeholders with the long-term goals of the company is recognized. The Company’s commitment to fostering a culture of accountability, transparency, and ethical behavior is reflected in the design and implementation of our rewards programs, which effectively account for the company’s performance in the long term.
Performance-based compensation
The Company’s rewards programs are structured to emphasize performance-based compensation, ensuring that the financial incentives provided to employees are directly linked to the Company’s long-term success. JGSHI has implemented a comprehensive system that combines individual and team performance metrics with strategic objectives, enabling the Company to reward employees based on their contributions toward sustainable growth.
Balanced scorecard approach
To account for the Company’s performance holistically, the Corporate Human Resources Group has adopted a balanced scorecard approach in our rewards programs. Beyond financial metrics, a wide range of key performance indicators (“KPIs”) that align with its long-term strategy, including customer satisfaction, innovation, employee engagement, social responsibility, and environmental sustainability, is considered. This approach helps foster a well-rounded performance evaluation and rewards system, where employees are incentivized to contribute to the Company’s overall success across multiple dimensions.
Performance assessment and goal setting
The Company’s performance management philosophy is anchored on the employee’s ability to deliver the committed Company objectives. The employee’s ability is honed through the creation of his annual Individual Development Plan, regular feedback giving, and appropriate development programs. The Company is committed to equip employees to perform and deliver with the highest standards. Career conversations is at the heart of the performance management process to ensure that employees know their achievements and areas for development to sustain the delivery of the Company’s long-term objectives. These conversations also ensure clarity and visibility of goals through the annual year-end performance management review.
Transparent communication
Transparency is fundamental to the Company’s good governance, and open communication throughout rewards programs is prioritized. Employees are given clear guidelines and expectations regarding their performance assessments, rewards criteria, and the Company’s long-term objectives. Regular communication channels are established to share updates on progress and reinforce the link between performance and rewards, fostering a culture of trust and accountability.
At JGSHI, rewards programs are designed to account for the Company’s performance in the long term through salary adjustments and merit increases, reflecting its commitment to good governance and sustainable success. By embracing performance-based compensation, adopting a balanced scorecard approach, engaging in regular performance assessments, and promoting transparent communication, rewards programs effectively align the interests of our employees and stakeholders with the Company’s long-term goals. Through these efforts, JGSHI demonstrates its dedication to fostering a culture of accountability, transparency, and ethical behavior, which underpins our pursuit of excellence in corporate governance.
Employee Trainings
The Corporate Human Resources Group of the Company conducts various trainings for its key officers and employees, as follows:
- Leaders’ Conferences – strengthens enablement of skills for CHRO, CRO and OCFRO functions held in 2024.
- Executive Development Program – catered to over 160 graduates, such as i.) Navigate: Leadership Foundations Academy (25 leaders); ii.) Orchestrate: ADVANCE and Executive Coaching (75 leaders); iii.) Win: Executive Assessment and Programs (215 leaders).
- Individual Development Plan – with a KPI of 75%, CCU adoption exceeded this target at 82% compliance and 243 employees who submitted their IDPs.
- LinkedIn Learning – ensure continuity and reinforcement of leadership learning via the online platform that can also help support self-directed learning.
4. Creditors
The Company honors its contracted obligations and ensures the protection of creditors’ rights. The policy is posted on its website and may be viewed at this link:
5. Communities
The Company conducts various projects for its communities discussed in “Shared Success” of this Annual/Sustainability Report.
