For an effective Board composition, the selection of Members of the Board is based on the following qualifications: (i) ownership of at least one (1) share of stock of AEV in compliance with the Corporation Code of the Philippines; (ii) university education or sufficient experience in managing the business, in lieu of a college education, (iii) at least twenty one (21) years old; (iv) proven to possess integrity and probity; (v) no conflict of interest; (vi) able to devote his time in fulfilling his duties and responsibilities as Director; (vii) practical understanding of the businesses of the Company; (viii) membership in good standing in relevant industry, business or professional organizations; and (ix) previous business experience.
Three out of the nine directors of the Company’s Board of Directors, or thirty three percent (33%), are Independent Directors. This is more than the requirement under the law, requiring covered companies to have Independent Directors constituting at least two or twenty percent (20%) of the members of the Board, whichever is lesser.
For a full discussion on the process of election of the members of the Board of Directors, their roles and responsibilities, refer to the Company’s Board Charter, Article of Incorporation and By-Laws, Guidelines for the Constitution of the Nomination Committee and the Election of Independent Directors, and the Manual of Corporate Governance.
The following are the changes in the composition of the board effective April 27, 2020:
The Company’s Board Committees consist of the following: Board Audit Committee, Board Risk and Reputation Management Committee, Board Environmental, Social, and Corporate Governance Committee, Board Related Party Transactions Committee and Executive Committee.
Members of the Board Committees are the duly elected directors of the Company’s Board of Directors as regular members assisted by key officers of the Company on ex-officio basis. These Board Committees hold meetings at twice a year to ensure that sound strategies for the Company’s development are reviewed, monitored and achieved.
Board Environmental, Social, and Corporate Governance Committee
(formerly known as Board Corporate Governance Committee)
The Board Environmental, Social, and Corporate Governance Committee provides information and recommendations necessary for making good governance decisions. The Board’s ability to make decisions with governance impact is supported by the work of the Board Environmental, Social, and Corporate Governance Committee. The Board Environmental, Social, and Corporate Governance Committee assists the Board but does not pre-empt any board responsibilities in making final decisions on corporate governance, nomination and compensation matters.
In performing its duties, the Board Environmental, Social, and Corporate Governance Committee maintains effective working relationships with the Board and the Group’s senior leadership to enable it to perform its role effectively. Each Committee member strives to obtain an understanding of the detailed responsibilities of Committee members as well as the Group’s businesses and operating environment. The Committee is expected to contribute to the management of the Group’s affairs through good governance practices for the overall interests of the stakeholders.
The functions of the Board Environmental, Social, and Corporate Governance Committee are laid down in the Manual on Corporate Governance and Board Environmental, Social, and Corporate Governance Committee Charter.
Below are the members of the Board Environmental, Social, and Corporate Governance Committee for 2020-2021:
As of April 27, 2020:
Please click here to view the list of Members of the Board Corporate Governance Committee for the previous years.
Board Audit Committee
The Board Audit Committee represents the Board on all audit-related matters of the Company’s group companies. Its work focuses on the optimization of effective financial management, as well as compliance with regulatory reporting requirements for all business units. The Company recreated its internal audit group into the Group Internal Audit and is overseen by the Board through the Board Audit Committee. Click here for a copy of the Internal Audit Charter.
The Board Audit Committee oversees the function of the Group Internal Audit in maintaining a comprehensive enterprise-wide compliance program and a robust and institutionalized quality service platform for the Company’s internal audit functions that are annually reviewed. The Board Audit Committee, in conjunction with the Group Internal Audit, performs the following functions: reviews and approves non-audit services conducted by the external auditor sand corresponding fees, assesses and recommends the external auditor on behalf of the Board to ensure a selection of credible, competent, external auditor with the ability to understand the complexity of the entire range of the transactions of the Company, provides the Board with adequate and relevant information on the external auditors for a fair and transparent selection or tender process, and schedules regular meetings and dialogues with the external audit team (with and without management teams present). The Company’s CFO, when invited by the Board Audit Committee, attends the meetings of the Board Audit Committee (a) to ensure immediate clarification and feedback of audit issues to the Board Audit Committee, and (b) to give prompt instructions to the Company of any policy that the Board Audit Committee proposes to implement.
For a full detailed discussion on the Corporate Audit Policies Control and Compliance System, as well as the role and function of the Audit Committee and Board Audit Committee Charter and Manual on Corporate Governance.
The following are the changes in the composition of the Board Audit Committee effective 2020-2021:
Please click here to view the list of Members of the Board Audit Committee for the previous years.
Board Risk and Reputation Management Committee
The Board is committed to establishing a fully functioning enterprise risk management system for the Company and its businesses and oversees the Company’s risk management functions through the Board Risk and Reputation Management Committee.
The Board Risk and Reputation Management Committee represents the Board in discharging its responsibility relating to all risk management related matters across the Aboitiz group companies. Among many tasks, the Committee considers and reviews operational risks, environmental risks, financial asset risks, security risks, and any other form of risk as approved by the Board, with the objective of assessing exposures and strategies, and recommending actions to mitigate these risks. This Committee does not have decision-making authority, except in the circumstances outlined in the Manual or to the extent that the Board expressly delegates certain authority to it.
The functions of the Board Risk and Reputation Management Committee are laid down in the Manual on Corporate Governance and Board Risk and Reputation Management Committee Charter.
The following are the changes in the composition of the Board Risk and Reputation Management Committee effective 2020-2021:
Please click here to view the list of Members of the Board Risk and Reputation Management Committee for the previous years.
Board Related Party Transaction Committee
For purposes of ensuring transparency and fairness for all stakeholders, the Board constituted the Board Related Party Transactions (RPT) Committee to review proposed RPTs for the purpose of determining whether or not the transaction is conducted at an arm’s length basis and on terms no less than favorable than any such terms available to unconnected third parties under the same or similar circumstances.
The Committee evaluates on an ongoing basis existing relations between and among business and counterparties to ensure that all related parties are continuously identified, RPTs are monitored, and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured.
Below are the members of the Board Related Party Transactions Committee for 2020-2021:
Please click here to view the list of Members of the Board Related Party Transactions Committee for the previous years.
The Board of Directors hereby constitutes the Committee to assist the Board of Directors in overseeing the Company’s day-to-day operations. This will ensure agility in the management of the Company and in strategic decision-making, as well as compliance with the Company’s governance policies, during the intervening period between Board meetings.
For a full discussion on the purpose, structure, and duties & responsibilities of the Committee, click here for a copy of the Executive Committee Charter.
The following are the changes in the composition of the Board Audit Committee effective 2020-2021
Please click here to view the list of Members of the Board Executive Committee for the previous years.
Mr. Emmanuel V. Rubio, 55 years old, Filipino, was appointed as President – Chief Executive Officer of AboitizPower effective January 1, 2020 following the retirement of Erramon I. Aboitiz.
He previously served as the Company’s Executive Vice President and Chief Operating Officer – Power Generation Group from 2014 to June 2018, and as Executive Vice President – Chief Operating Officer from June 2018 to December 2019.
|Chairman||Aboitiz Renewables, Inc. (ARI) the SN AboitizPower Group, and Therma Power, Inc. (TPI)|
|Director||Hedcor Group, MORE, Cotabato Light and Power Company (Cotabato Light), Davao Light & Power Co., Inc. (Davao Light), Cebu Private Power Corporation (CPPC), and various companies under the Coal Business Units, including Cebu Energy Development Corporation (Cebu Energy), STEAG State Power, Inc. (STEAG Power), Therma South, Inc. (TSI), Therma Visayas, Inc. (TVI), and Redondo Peninsula Energy, Inc. (RP Energy)., GNPower Mariveles Coal Plant Ltd. Co. (GMCP) and GNPower Dinginin Ltd. Co. (GNPD) and their holding companies.|
|Trustee||Philippine Electricity Market Corporation (PEMC) and Trustee of Aboitiz Foundation, Inc. (Aboitiz Foundation).|
Mr. Rubio is a graduate of Bachelor of Science in Industrial Management Engineering with a minor in Mechanical Engineering from De La Salle University, where he also completed his post-graduate studies. He is also a certificate course graduate of the University of Michigan Executive Education Program, the LEAD program of Columbia University, and the Strategic Management Course of the Nanyang Technological University in Singapore.
He recently completed the Advanced Management Program of Columbia University. Mr. Rubio is a holder of the Executive Certificate in Directorship from the Singapore Management University-Singapore Institute of Directors (SMU-SID).
He is not connected with any government agency or instrumentality. He is not a Director of any other publicly-listed company.
To view the 2019 Company’s President, please click here.
Chief Financial Officers
Ms. Liza Luv T. Montelibano, 44 years old, Filipino, was appointed as Senior Vice President/Chief Financial Officer/Corporate Information Officer on May 16, 2016. Ms. Montelibano joined the Company as Chief Financial Officer-Power Generation Group on January 2, 2014 until she was promoted as First Vice President/ Chief Financial Officer/ Corporate Information Officer on May 18, 2015.
Ms. Montelibano is Director and Senior Vice President Finance of ARI, and Director and Treasurer/Chief Financial Officer of AA Thermal, and Director of Cotabato Light, Davao Light, MORE, Visayan Electric, Hedcor Group, LHC, Subic Enerzone, AboitizPower International Pte. Ltd., and Archipelago Insurance Pte. Ltd. She holds a management position in GMCP and its holding company.
Prior to joining AboitizPower, Ms. Montelibano was the Country Controller of NXP Semiconductors. Her background is in finance, risk assessment, and internal audit, arising from her previous experience with various multinational companies. She also served as Chief Financial Officer of SteelAsia Manufacturing Corporation from September 2012 to March 2013, and as General Manager for Finance and Administration at L’Oreal Philippines, Inc. from March 2006 to August 2012.
Ms. Montelibano graduated cum laude from Ateneo de Manila University with a degree in Bachelor of Science in Management, Minor in Finance. She is also a Certified Internal Auditor under the Institute of Internal Auditors. She is not connected with any government agency or instrumentality. She is not a director of a publicly-listed company.
Power Generation Group
Ms. Ma. Racquel J. Bustamante is the First Vice President & CFO – Generation Business Group effective July 1, 2018. Ms. Bustamante has extensive experience in the areas of finance and accounting, financial reporting and consolidation, project accounting, and corporate finance.
She is the Chief Finance Officer/Treasurer of Therma Power, Therma Luzon, Therma South, Therma Visayas, Cebu Private Power Corporation, East Asia Utilities Corporation, Therma Marine, Therma Mobile, Therma Power Visayas, Aboitiz Renewables, AP Renewables, Hedcor, Luzon Hydro, and San Carlos Sun Power.
Prior to joining AboitizPower, Ms. Bustamante was First Vice President – Head of Finance and Treasurer of First Coconut Manufacturing, Inc., from July 2015 to July 2018; Vice President – Head of Finance and Treasurer of Atlantic Gulf & Pacific Company of Manila, Inc. from July 2014 to July 2015; and Vice President/Group Financial Controller of Mediaquest Holdings, Inc. from November 2010 to July 2014.
Ms. Bustamante graduated from De La Salle University with a degree in Bachelor of Science, Major in Accountancy, and is a Certified Public Accountant. She is not connected with any government agency or instrumentality. She is also not a director of a publicly-listed company.
Power Distribution Group
Ms. Ma. Chona Y. Tiu is the Company’s First Vice President and Chief Financial Officer – Power Distribution Group on January 2, 2014. Ms. Tiu joined the Aboitiz Group in 1977 as a Research Assistant of the Corporate Staff Department of ACO. She rose from the ranks and held various finance positions in different companies within the Aboitiz Group, including Aboitiz Construction Group, Inc. (now ACI) and AboitizLand.
Ms. Tiu joined the AboitizPower Group when she was appointed Vice President – Administration and Chief Finance Officer of VECO in 2007. She has been Chief Financial Officer – Power Distribution Group of the Company since March 6, 2009, and Vice President from 2009 to 2013. She is Director, Vice President, and Chief Financial Officer/ Treasurer of BEZ, LEZ, MEZ, SEZ, Davao Light, Cotabato Light, and VECO; and Director of SFELAPCO.
Ms. Tiu graduated with a degree of Bachelor of Science in Business Management from the University of the Philippines Cebu. She obtained her Masters in Management from the same university.
She is not connected with any government agency or instrumentality. She is also not a director of a publicly-listed company.
Mr. Manuel Alberto R. Colayco, 50 years old, Filipino, has been Corporate Secretary of AboitizPower since March 1, 2018. Mr. Colayco is concurrently Senior Vice President – Chief Legal Officer/Chief Compliance Officer/Corporate Secretary of AEV, a publicly listed company. He first joined the Aboitiz Group as AEV’s First Vice President and Chief Legal Officer on July 11, 2016 and was appointed as AEV’s Corporate Secretary and Compliance Officer on March 1, 2018.
Mr. Colayco has practiced in various areas of corporate law, including mergers and acquisitions, joint ventures, securities regulation, corporate and financial restructuring, and litigation.
Prior to joining the Aboitiz Group, Mr. Colayco acted as independent legal consultant providing professional advice, representation, and transactional assistance to private companies and individuals. His previous work experience includes General Counsel for AGP International Holdings Ltd. and Atlantic, Gulf & Pacific Company of Manila, Inc. from August 2013 to December 2014; Executive Director and Assistant General Counsel of J.P. Morgan Chase Bank N.A. from July 2010 to August 2013; and Vice President and Legal Counsel of DKR Oasis (Hong Kong) LLC, a private investment management firm, from August 2007 until March 2010. He was an Associate at Skadden, Arps, Slate, Meagher & Flom, LLP from 2000 to 2007, and at Romulo Mabanta Buenaventura Sayoc & de los Angeles from 1996 to 2000.
Mr. Colayco earned his undergraduate and Juris Doctor degrees from Ateneo de Manila University, and a Master of Laws degree from New York University School of Law in New York, U.S.A. He is a member of good standing of the Integrated Bar of the Philippines.
He is not connected with any government agency or instrumentality. He is not a director of any publicly-listed company.
The Business Unit Heads for the year 2020-2021 are as follows:
Please click here to view the list of Business Unit Heads for the previous years.