Dr. Lucio C. Tan
Chairman of the Board
Dr. Lucio C. Tan is also Chairman of Philippine Airlines, Inc., Asia Brewery Inc., Eton Properties Philippines, Inc., Fortune Tobacco Corp., PMFTC Inc., Grandspan Development Corp., Himmel Industries Inc., Lucky Travel Corp., PAL Holdings, Inc., Tanduay Distillers, Inc., Tanduay Brands International, Inc., The Charter House, Inc., AlliedBankers Insurance Corp., Allied Leasing and Finance Corp., Asian Alcohol Corp., Absolut Distillers, Inc., Progressive Farms, Inc., Eton City, Inc., Belton Communities, Inc., FirstHomes, Inc., Manufacturing Services & Trade Corp., REM Development Corp., Foremost Farms, Inc., Basic Holdings Corp., Dominium Realty & Construction Corp., Shareholdings, Inc., Sipalay Trading Corp. and Fortune Tobacco International Corp. He is a Director of Philippine National Bank and Air Philippines Corporation. He holds a Bachelor of Science degree in Chemical Engineering from Far Eastern University and is an awardee of several honorary Doctorate degrees.
Carmen K. Tan
Ms. Carmen K. Tan is also a Director of Asia Brewery, Inc., The Charter House, Inc., Dominium Realty & Construction Corp., Eton City, Inc., Foremost Farms, Inc., Philippine Airlines, Inc. PAL Holdings, Inc, Fortune Tobacco Corp., Fortune Tobacco International Corp., Himmel Industries, Inc., Lucky Travel Corp., MacroAsia Corp., Manufacturing Services & Trade Corp., Progressive Farms, Inc., REM Development Corp., PMFTC Inc., Shareholdings, Inc., and Sipalay Trading Corp.
Harry C. Tan
Mr. Harry C. Tan previously held the positions of the Vice Chairman and Treasurer of the Company. Mr. Tan is also Vice Chairman of Eton Properties Philippines, Inc., Eton City, Inc., Belton Communities, Inc., Pan Asia Securities, Inc., and Lucky Travel Corp. He is also the Managing Director of The Charter House, Inc., Director/Chairman for Tobacco Board of Fortune Tobacco Corp., Director/President of Century Park Hotel, and Landcom Realty Corp. He serves as Director of Asia Brewery Inc., AlliedBankers Insurance Corp., Asian Alcohol Corp., Absolut Distillers, Inc., Basic Holdings Corp., Foremost Farms, Inc., Himmel Industries, Inc., MacroAsia Corp., Manufacturing Services & Trade Corp., PMFTC Inc., Philippine National Bank, Progressive Farms, Inc., REM Development Corp., Grandspan Development Corp., Dominium Realty & Construction Corp., Fortune Tobacco International Corp., Shareholdings, Inc., Sipalay Trading Corp., Tanduay Brands International, Inc., and Tanduay Distillers, Inc. He holds a Bachelor of Science degree in Chemical Engineering from the Mapua Institute of Technology.
Lucio K. Tan, Jr.
Mr. Lucio K. Tan, Jr. is also Director and President of Tanduay Distillers, Inc. and Eton Properties Philippines, Inc.; a Director/EVP of Fortune Tobacco Corp.; and a Director of AlliedBankers Insurance Corp., Philippine Airlines, Inc., Philippine National Bank, PAL Holdings, Inc., MacroAsia Corp., PMFTC Inc., Lucky Travel Corp., Air Philippines Corp., Tanduay Brands International, Inc, Asian Alcohol Corp., Absolut Distillers, Inc., Asia Brewery, Inc., Foremost Farms, Inc., Himmel Industries, Inc., Progressive Farms, Inc., The Charter House, Inc., Eton City, Inc., Belton Communities, Inc., FirstHomes, Inc., REM Development Corporation, Grandspan Development Corporation, Dominium Realty & Construction Corp., Manufacturing Services & Trade Corp., and Fortune Tobacco International Corp., and Shareholdings, Inc. He graduated from the University of California, Davis in 1991 with a Bachelor of Science degree in Civil Engineering and has a Master's Degree in Business Administration from the Kellogg School of Management Northwestern University.
Michael G. Tan
Mr. Michael G. Tan is the President of the Company. Since 2000, Mr. Tan has been the Chief Operating Officer of Asia Brewery, Inc.. Before then, he was a Management Trainee in Asia Brewery, then a Supervisor of Corporate Planning, subsequently a Manager of Corporate Planning and Finance, and finally a Vice President for Finance before assuming his present position. He is also Director of AlliedBankers Insurance Corp., Air Philippines Corp., Eton Properties Philippines, Inc., PMFTC Inc., Grandway Konstruct, Inc., Lucky Travel Corp., Philippine Airlines, Inc., Philippine Airlines Foundation, Inc., PAL Holdings, Inc., Philippine National Bank, Tanduay Brands International, Inc., Absolut Distillers, Inc., Eton City, Inc., Shareholdings, Inc., and Victorias Milling Company, Inc. He graduated as head of his class at the University of British Columbia in Canada with a Bachelor of Science degree in Applied Science in Engineering, major in Structural Engineering.
Juanita Tan Lee
Ms. Juanita Tan Lee is also the Treasurer of the Company. She is a Director of Eton Properties Philippines, Inc.; Director/Corporate Secretary of Asia Brewery, Inc., Fortune Tobacco Corp., Dominium Realty and Construction Corp., and Shareholdings, Inc.; Corporate Secretary of Asian Alcohol Corp., Absolut Distillers, Inc., The Charter House, Inc., Far East Molasses Corp., Foremost Farms, Inc., Fortune Tobacco International Corp., Grandspan Development Corp., Himmel Industries, Inc., Landcom Realty Corp., Lucky Travel Corp., Manufacturing Services & Trade Corp., Marcuenco Realty & Development Corp., PMFTC Inc., Progressive Farms, Inc., REM Development Corp., Tanduay Distillers, Inc., Tanduay Brands International Inc., Tobacco Recyclers Corp., Total Bulk Corp., Zebra Holdings, Inc.; and Assistant Corporate Secretary of Basic Holdings Corp. She holds a Bachelor of Science degree in Business Administration major in Accounting from the University of the East.
Peter Y. Ong
Mr. Peter Y. Ong is Director and the Treasurer of Merit Holdings & Equities Corporation, Director of Fortune Tobacco Corporation, AlliedBankers Insurance Corporation, Allied Leasing and Finance Corporation and Solar Holdings Corporation. He is also a consultant of Philippine Airlines, Inc., former President of Air Philippines Corporation, former Senior Vice President for Production of Fortune Tobacco Corporation and former Director of Allied Savings Bank.
Wilfrido E. Sanchez
Mr. Wilfrido E. Sanchez is the Tax Counsel of Quiason Makalintal Barot Torres Ibarra & Sison Law Offices; Vice Chairman of Center for Leadership & Change, Inc.; Independent Director of Adventure International Tours, Inc., Amon Trading Corp., EEI Corporation, Grepalife Asset Management Corp., Grepalife Fixed Income Fund Corp., House of Investments, Inc., JVR Foundation, Inc., Kawasaki Motor Corp., Magellan Capital Holdings, Corp., Omico Corporation; PETNET, Inc., PETPLANS, Inc., Transnational Diversified Corp., Transnational Diversified Group, Inc., Transnational Financial Services, Inc., and Universal Robina Corp.; Independent Director of Eton Properties Philippines, Inc. and Rizal Commercial Banking Corporation. He holds a Bachelor of Arts degree from the Ateneo de Manila University and has a Post-Graduate degree in Bachelor of Laws from Ateneo De Manila University and Masters of Law from Yale Law School.
Robin C. Sy
Mr. Robin C. Sy is the President of Asian Shipping Corporation, Independent Non-executive Director of Dynamic Holdings Limited, Honorary President of Federation of Filipino-Chinese Chamber of Commerce and Industry, Inc., former Director of Air Philippines Corporation, Former Director of Zuma Holdings and Management Corporation. His companies are engaged in shipbuilding and repairing business as well as heavy construction equipment trading field in the Philippines.
Florencia G. Tarriela
Ms. Florencia G. Tarriela is the Chairman of the Board of Directors and an Independent Director of Philippine National Bank. She also serves as Chair of PNB Global Remittance and Financial Co., HK Ltd. She is a Trustee/Advisor/Director of Foundation for Filipino Entrepreneurship, Inc., Summer Institute of Linguistics, and Tulay sa Pagunlad, Inc.; and a Columnist of Manila Bulletin. She obtained her Bachelor of Science in Business Administration, Major in Economics, at the University of the Philippines and her Masters in Economics from the University of California, Los Angeles, where she topped the Masters Comprehensive Examination. She is a Life Sustaining Member of the Bankers Institute of the Philippines (BAIPHIL) and the Financial Executive Institute (Finex), a Trustee of Finex Foundation, TSPI Development Corporation, Kilosbayan and the Summer Institute of Linguistics (SIL). She was formerly an Independent Director of the Philippine Depository and Trust Corporation, the Philippine Dealing and Exchange Corporation and the Philippine Dealing System Holding Corporation. Ms. Tarriela was a former Undersecretary of Finance, and an alternate Member of the Monetary Board of the BSP, Land Bank of the Philippines and the Philippine Deposit Insurance Corporation. She was formerly Deputy Country Head, Managing Partner and the first Filipino lady Vice President of Citibank N. A., Philippine Branch.
Johnip G. Cua
Mr. Johnip G. Chua, 58, Filipino, has served as a member of the Board of Advisors since August 2014. He was formerly the President of Procter & Gamble Philippines Inc. (1995-2006), and currently the Chairman of the Board of the P&Gers Fund Inc. (2009 to present) and Xavier School Inc. (2012 to present), and the Chairman & President of Taibrews Corporation (2011 to present). He is an Independent Director of BDO Private Bank (2008 to present), PhilPlans First Inc. (2009 to present), STI Education Systems Holdings Inc. (2012 to present), MacroAsia Corp. (2006 to present), MacroAsia Catering Services Inc. (2007 to present), and MacroAsia Airport Services Corp. (2007 to present). He is also a member of the Board of Directors of PAL Holdings, Inc (2014 to present), Philippine Airlines, Inc. (2014 to present), Interbake Marketing Corp. (1991 to present), Teambake Marketing Corp. (1994 to present), Bakerson Corp. (2002 to present), Lartizan Corp. (2007 to present), Alpha Alleanza Manufacturing Inc. (2008 to present), and Allied Botanical Corp. (2012 to present), and a member of the Board of Trustees of Xavier School Educational & Trust Fund (1996 to present). He was formerly the Chairman of the Board of Trustees of the Advertising Foundation of the Philippines (2006-2010).
BOARD OF DIRECTORS
The Board of Directors is the highest governing and decision-making body in the organization. It is composed of thirteen members, four of whom are Independent Directors. Headed by Dr. Lucio C. Tan, the members of the Board are businessmen with exemplary track record of achievements. Their combined experience and business acumen, as well as their knowledge of the market and business processes are the key factors that have propelled the Company to an enviable position of profitability and growth.
The Board is responsible for promoting and adhering to the principles and best practices of corporate governance, fostering the long-term success of the Company and ensuring its competitiveness in a manner consistent with its fiduciary responsibility, which it exercises in the best interests of the Company, its shareholders and other stakeholders. The Board in promoting the same, is guided by the policies stated in the Manual as follows:
In the exercise of its fiduciary responsibilities, the Board, consciously recommend/include/elect Independent Directors to its subsidiaries, notwithstanding that, except for the Bank, the rest are not publicly listed companies. The purpose is to engage the subsidiaries to the principles of corporate governance by electing Independent Directors to its Board. Further, in forming the compositions or membership of the different committees, the Company consciously adheres to the requirements of appointing Independent Directors to each of the Committees, particularly in committees, which are considered sensitive.
Independence means having no ties with the Company's management and freedom from any business or other relationships which could, or could reasonably be perceived to, materially interfere with the exercise of independent judgment in carrying out one's responsibilities as a director of the Company.
The Company observes the term limit for Independent Directors, in accordance with SEC Memorandum Circular No. 9, Series of 2011, such that each independent director can serve as such for five (5) consecutive years, provided that a service for a period of at least six (6) months shall be equivalent to one (1) year. Thereafter, a “cooling-off” period of two years is required to be observed by the independent director before he/she may again be eligible for election as such after his/her five-year service period.
An independent director may only serve for a cumulative total of ten (10) years. After the tenth year, the independent director shall be perpetually barred from being elected in the Company or in any of its subsidiaries.
Elected to the Board are candidates from the Final List of Candidates that is prepared by the Company's Nomination and Compensation Committee, and which list is made available to the SEC and to all shareholders through the filing and distribution of the Definitive Information Statement, in accordance with Rule 20 of the Securities Regulation Code.
The Final List of Candidates is prepared by the Committee during the meeting held for that purpose, wherein the members thereof discuss the qualifications of each nominee. Any shareholder may nominate a candidate by proposing the same through a submission to the Corporate Secretary at least fifty (50) business days prior to the meeting of the Nomination and Compensation Committee. The saidnomination should be signed by both the proponent shareholder and the nominee signifying his/her consent thereto.
During the Annual Shareholders' Meeting or ASM, the shareholders of the Company elect members of the Board of Directors from the Final List of the candidates. The term of office of Directors begin immediately after election.
The Board of Directors of the Company are:
|Name||Age||Citizenship||Date first elected to the Board|
|Lucio C. Tan||80||Filipino||July 2, 1999|
|Carmen K. Tan||72||Filipino||May 5, 2010|
|Harry C. Tan||68||Filipino||May 28, 2008|
|Michael G. Tan||48||Filipino||February 21, 2003|
|Lucio K. Tan, Jr.||47||Filipino||February 21, 2003|
|Juanita Tan Lee||71||Filipino||May 2, 2012|
|Peter Y. Ong||66||Filipino||June 9, 2014|
|Wilfrido E. Sanchez||77||Filipino||July 31, 2012|
|Florencia G. Tarriela||67||Filipino||August 9, 2012|
|Robin C. Sy||79||Filipino||June 9, 2014|
Board meetings are regularly held every second Tuesday of the month. With due consideration to the quorum requirement, the members of the Board are reminded before the end of each meeting of the date of the next meeting during the following month so that it is appropriately calendared by the respective directors.
The Company's Board of Directors hold office for one year or until their successors are elected and duly qualified, in accordance with Section 23 of the Corporation Code (or the "Code")
All corporate powers are exercised by the Board of Directors. In accordance with Section 25 of the Code, unless the Articles of Incorporation or By-laws provide for a greater majority, a majority of the number of Directors as fixed in the Articles of Incorporation shall constitute a quorum for the transaction of the corporate business, and every decision of at least a majority of the Directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the Board. A quorum is determined by the majority of the members of the Board present. There is no requirement for 2/3 of the members of the Board to be present to constitute a quorum.Nomination and Compensation Committee Charter