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 Article of Incorporation  and By-LawsGuidelines 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 January 1, 2020:

At the 2019 ASM, the shareholders elected the following members of the board for the term 2019 – 2020:
Please click here to view the profiles of the Board of Directors.

 

Please click here to view the BOD members for the previous years.

The Company’s Board Committees consist of the following: Board Audit Committee, Board Risk and Reputation Management Committee,  Board 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 Corporate Governance Committee

The Board 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 Corporate Governance Committee. The Board 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 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 Corporate Governance Committee are laid down in the Manual on Corporate Governance and  Board Corporate Governance Committee Charter.

Below are the members of the Board Corporate Governance Committee for 2019-2020:

As of April 22, 2019:

Below are the members of the Board Corporate Governance Committee for 2018-2019:

As of January 1, 2019:

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:

January 28, 2020

 

January 1, 2020

Below are the members of the Board Audit Committee for 2019-2020:

As of April 22, 2019:

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 January 1, 2020:

Below are the members of the Board Risk and Reputation Management Committee for 2019-2020:

As of April 22, 2019:

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.

For a full discussion on the purpose, structure, and duties & responsibilities of the Committee, click here for a copy of the Manual on Corporate GovernanceBoard RPT Charter and RPT Policy.

Below are the members of the Board Related Party Transactions Committee for 2019-2020:

As of April 22, 2019:

Please click here to view the list of Members of the Board Related Party Transactions Committee for the previous years.

 

Executive Committee

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 January 1, 2020:

Below are the members of the Executive Committee for 2019-2020:

As of April 22, 2019:

Please click here to view the list of Members of the Board Executive Committee for the previous years.

2020
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 served as the Company’s Executive Vice President and Chief Operating Officer – Power Generation Group from 2014 to June 2018.
Position Company
Chairman AA Thermal Inc. (AA Thermal), Sacasun, TSI, TVI, Luzon Hydro Corporation (LHC), Hedcor, Hedcor Sabangan, Hedcor Sibulan, Hedcor Tudaya, Hedcor Bukidnon, and PEC; President and Director of TPI, APX1, and APX2
President and
Chief Executive Officer
Aboitiz Renewables, Inc.
Director Abovant, Cebu Energy, East Asia Utilities Corporation , MORE, STEAG Power, TMI, TMO, TPVI, Visayan Electric, Cotabato Light, Davao Light, PEC, CPPC, RP Energy and GMCP and GNPD and their holding companies
Trustee Aboitiz Foundation, Inc. and Philippine Electricity Market Corporation (President)

Prior to joining AboitizPower, Mr. Rubio was connected with Consolidated Industrial Gases, Inc. (CIGI) Philippines, where he worked in various capacities, including Vice President for Sales and Marketing from 1996 to 2001, and eventually, President from 2003 to 2007.

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 a publicly-listed company.

2019
Mr. Erramon I. Aboitiz, 62 years old, Filipino, has been appointed as President and Chief Operating Officer effective September 1, 2018 following the retirement of Mr. Antonio R. Moraza.  Mr. Erramon I. Aboitiz, 62 years old, Filipino, was appointed as President and Chief Executive Officer of AboitizPower on September 1, 2018.

He has been a Director of the Company since February 13, 1998 and has served as Chief Executive Officer from 1998 to September 2018. He is a member of the Board Corporate Governance Committee since May 17, 2010, and was appointed as Chairman of the Board Executive Committee on September 1, 2018.Mr. Aboitiz is currently the President & Chief Executive Officer of AEV, a publicly-listed company. He has been Director of AEV since 1994 and was its Executive Vice President and Chief Operating Officer from 1994 to 2008.

Position Company
Chairman Aboitiz Infracapital, Inc. (Aboitiz InfraCapital), Aboitiz Land, Inc. (AboitizLand), San Fernando Electric Light and Power Co., Inc. (SFELAPCO), the SN Aboitiz Power Group, Therma Power, Inc. (TPI), CRH Aboitiz Holdings, Inc. (CRH Aboitiz), and Aboitiz Renewables, Inc. (ARI).
Vice-Chairman Republic Cement and Building Materials, Inc. (RCBM) and of Union Bank of the Philippines
(UnionBank), a publicly-listed company.
Trustee Aboitiz Foundation, Inc.
Director Aboitiz Equity Ventures, Inc (AEV) and  Philippine Disaster Recovery Foundation

Mr. Aboitiz was awarded the Management Association of the Philippines Management Man of the Year and Ernst & Young Enterpreneur of the year both in 2011. Mr. Aboitiz holds a Bachelor of Science degree in Business Administration, Major in Accounting and Finance from Gonzaga University in Spokane, Washington, U.S.A. He was also conferred an Honorary Doctorate Degree in Management by the Asian Institute of Management.

He is not connected with any government agency or instrumentality.