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, the Full Corporate Governance Report and the Manual of Corporate Governance.

At the 2017 ASM, shareholders elected the following Board members for the 2017-2018 term:                                          

Enrique M. Aboitiz
Enrique M. Aboitiz
Chairman of the Board (Non-Executive)
Jon Ramon Aboitiz
Jon Ramon Aboitiz
Vice Chairman (Non-Executive)
Erramon I. Aboitiz
Erramon I. Aboitiz
Director (Executive)
Antonio R. Moraza
Antonio R. Moraza
Director (Executive)
Mikel A. Aboitiz
Mikel A. Aboitiz
Director (Non-Executive)
Jaime Jose Y. Aboitiz
Jaime Jose Y. Aboitiz
Director (Executive)
Romeo L. Bernardo
Romeo L. Bernardo
Lead Independent Director
Carlos C. Ejercito
Carlos C. Ejercito
Independent Director
Alfonso A. Uy
Alfonso A. Uy
Independent Director

The Company’s Board Committees consist of the following: Board Audit Committee, Board Risk and Reputation Management Committee, and the Board Corporate Governance 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 least every quarter to ensure that sound strategies for the Company’s development are reviewed, monitored and achieved.

The Board decided at its May 17, 2010 meeting to amend the Manual and have the functions of the Board Strategy Committee subsumed under the scope of functions of the full Board membership. As a result, the Board holds a special strategy Board meeting in addition to the strategy sessions at regular board meetings and the informal strategy meetings of the Directors.

The Board folded the Board Nominations and Compensation Committee into the Board Corporate Governance Committee. On February 1, 2012, the Board Corporate Governance Committee endorsed the creation of an expanded Board Risk Management Committee into a Board Risk and Reputation Management Committee. Membership of Independent Directors to both Board Corporate Governance Committee and Board Risk and Reputation Committee was recently increased. Independent Directors now comprise 60% of the voting members of the Board Corporate Governance Committee, 60% for the Board Audit Committee and 25% for the Board Risk and Reputation Management Committee.

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 Committee is composed of a majority of Independent Directors (three out of five directors). The Chairman of the Committee is a non-executive director and brings with him his past valuable experience and expertise in the major businesses of the Company, having served as its Chairman of the Board from 1998 to 2008. Click here to view Board Corporate Governance Committee Charter.

The Board Corporate Governance Committee is currently composed of the following members:

Jon Ramon Aboitiz

Jon Ramon Aboitiz
Chairman

Erramon I. Aboitiz

Erramon I. Aboitiz
Director

Carlos C. Ejercito

Carlos C. Ejercito
Independent Director

Romeo L. Bernardo

Romeo L. Bernardo
Independent Director

Alfonso A. Uy

Alfonso A. Uy
Independent Director

M. Jasmine S. Oporto

M. Jasmine S. Oporto
Ex-Officio Member, Chief Compliance Officer

Xavier Jose Aboitiz

Xavier Jose Aboitiz
Ex-Officio Member, SVP – Chief Human Resources Officer – AEV

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 please see the Full Corporate Governance Report and Manual on Corporate Governance.

The Board Audit Committee is composed of the following:

Carlos C. Ejercito

Carlos C. Ejercito
Chairman
Independent Director

Romeo L. Bernardo

Romeo L. Bernardo
Independent Director

Alfonso A. Uy

Alfonso A. Uy
Independent Director

Mikel A. Aboitiz

Mikel A. Aboitiz
Director (Non-Executive)

Antonio R. Moraza

Antonio R. Moraza
Director (Executive)

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.

For a full discussion on the purpose, primary role and Enterprise Risk Management (ERM) program the Company, please see the Full Corporate Governance Report and the Manual on Corporate Governance.

The Board Risk and Reputation Management Committee is composed of four directors, two of whom, are independent, as well as two non-voting members, the Chief Financial Officer and the Chief Reputation and Chief Risk Management Officer.

The Board Risk and Reputation Management Committee is composed of the following members:

Enrique M. Aboitiz

Enrique M. Aboitiz
Chairman

Antonio R. Moraza

Antonio R. Moraza
Director

Mikel A. Aboitiz

Mikel A. Aboitiz
Director

Alfonso A. Uy

Alfonso A. Uy
Independent Director

Carlos C. Ejercito

Carlos C. Ejercito
Independent Director

Liza Luz T. Montelibano

Liza Luz T. Montelibano
Ex-officio Member, Chief Financial Officer

Susan V. Valdez

Susan V. Valdez
Ex-officio Member, Chief Reputation and Risk Management Officer

Romeo L. Bernardo

Romeo L. Bernardo
Independent Director

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 Board RPT Charter and RPT Policy. Click here for the copy of Manual on Corporate Governance.

 

Alfonso A. Uy

Alfonso A. Uy
Chairman
Independent Director

Carlos C. Ejercito

Carlos C. Ejercito
Independent Director

Romeo L. Bernardo

Romeo L. Bernardo
Independent Director

President

Mr. Antonio R. Moraza, 60 years old, Filipino, has been a director of AboitizPower since February 13, 1998 and President and Chief Operating Officer since May 19, 2014. He has been a member of the Board Audit Committee and the Board Risk and Reputation Management Committee since May 19, 2014. He has been a director of AEV, a publicly-listed company, since May 2009. Mr. Moraza is also Chairman of the Board of Directors of Pilmico, PANC, Therma Visayas, Inc. (TVI), TSI, TLI, Luzon Hydro Corporation (LHC), Hedcor, Inc. (Hedcor), Hedcor Sabangan, Inc. (Hedcor Sabangan), Hedcor Bukidnon, Inc. (Hedcor Bukidnon), Hedcor Tudaya, Inc. (Hedcor Tudaya), Hedcor Sibulan, Inc. (Hedcor Sibulan), Cebu Private Power Corporation (CPPC), APRI, Cotabato Light, Davao Light, Pagbilao Energy Corporation (PEC), Aseagas Corporation (Aseagas), and Aboitiz Power Distributed Energy, Inc. (APX). He is likewise Vice Chairman of Cebu Energy; a director and Senior Vice President of ACO; President and Chief Executive Officer of Abovant and ARI; and a director of SN Aboitiz Power-Benguet, SN Aboitiz Power-Magat, Southern Philippines Power Corporation (SPPC), STEAG State Power, Inc. (STEAG Power), Western Mindanao Power Corporation (WMPC), Redondo Peninsula Energy, Inc. (RP Energy), Therma Marine, Inc. (TMI), Therma Mobile, Inc. (TMO), East Asia Utilities Corporation (EAUC) and Aboitiz InfraCapital. Mr. Moraza holds directorship and management positions in GNPower Mariveles Coal Plant Ltd. Co. (GNPower-Mariveles) and GNPower Dinginin Ltd. Co. (GNPower-Dinginin) and its holding companies. He is also a director and President of TPI; and a trustee of AFI. He holds a degree in Business Management from the Ateneo de Manila University. He is not connected with any government agency or instrumentality.

Chief Executive Officer

Mr. Erramon I. Aboitiz, 61 years old, Filipino, has served as Chief Executive Officer and Director of AboitizPower since February 13, 1998. He is currently the President & Chief Executive Officer of AEV, a publicly-listed company. Mr. Aboitiz has been a director of AEV since 1994. He was its Executive Vice President and Chief Operating Officer from 1994 to 2008. Mr. Aboitiz is a director of UnionBank, a publicly-listed company. He is also President and Chief Executive Officer of ACO; and Chairman of the Board of Directors of Aboitiz InfraCapital, Inc. (Aboitiz InfraCapital), San Fernando Electric Light and Power Co., Inc. (SFELAPCO), Subic Enerzone Corporation (SEZ), SN Aboitiz Power–Magat, Inc. (SN Aboitiz Power-Magat), SN Aboitiz Power-Benguet, Inc. (SN Aboitiz Power-Benguet), Aboitiz Renewables, Inc. (ARI), CRH Aboitiz Holdings, Inc. (CRH Aboitiz), Therma Power, Inc. (TPI), Aboitiz Land, Inc. (AboitizLand), Abovant Holdings, Inc. (Abovant), Balamban Enerzone Corporation (BEZ), Lima Enerzone Corporation (LEZ), and Manila-Oslo Renewable Enterprise, Inc. (MORE).

He is Vice Chairman of Republic Cement and Building Materials, Inc. (RCBM) and a director of Pilmico Foods Corporation (Pilmico), Davao Light and Power Company, Inc. (Davao Light), Cotabato Light & Power Company (Cotabato Light), AboitizPower International Pte. Ltd. (AP International), AEV International Pte. Ltd. (AEV International), Archipelago Insurance Pte. Ltd. (Archipelago Insurance), AP Renewables Inc. (APRI), Apo Agua Infrastructura, Inc. (Apo Agua), Cebu Energy Development Corporation (Cebu Energy), PETNET, Inc. (PETNET), Pilmico Animal Nutrition Corporation (PANC), Therma South, Inc (TSI) and Therma Luzon, Inc. (TLI). Mr. Aboitiz is also the Chairman of the Board of Trustees of Aboitiz Foundation, Inc. (AFI), and a director of the Philippine Disaster Recovery Foundation.

He holds a Bachelor of Science degree in Business Administration, Major in Accounting and Finance, from Gonzaga University, Spokane, Washington, U.S.A. He is not connected with any government agency or instrumentality.

 

Chief Financial Officers

Liza Luv MontelibanoMs. Liza Luv T. Montelibano, 41 years old, Filipino, is Senior Vice President/Chief Financial Officer/Corporate Information Officer of AboitizPower since May 16, 2016. She was appointed as Chief Financial Officer – Power Generation Group of AboitizPower on January 2, 2014 until she was promoted as First Vice President/Chief Financial Officer/ Corporate Information Officer on May 18, 2015. She is a Director of MORE, SEZ, TPI, VECO, ARI, Hedcor Bukidnon, Hedcor Sabangan, Hedcor Sibulan, Hedcor Tudaya, Hedcor, LHC, TPI, APRI, and AP International. Ms. Montelibano holds directorship and management positions in GNPower-Mariveles and GNPower-Dinginin and its holding companies. Prior to joining AboitizPower, she 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, incorporated from March 2006 to August 2012. Ms. Montelibano graduated cum laude from the 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 also not a director of a publicly-listed company.

 

Power Generation Group
 Beverly TolentinoMs. Beverly B. Tolentino, 46 years old, Filipino, was appointed First Vice President/Chief Financial Officer – Power Generation Group of AboitizPower on December 4, 2015. She is currently Chief Finance Officer of Abovant, EAUC, TSI, and Hedcor; Chief Financial Officer and Treasurer of ARI, APRI, Hedcor Bukidnon, Hedcor Sabangan, Hedcor Sibulan, Hedcor Tudaya, PEC, TLI, and CPPC; and Treasurer of LHC, Sacasun, Maaraw San Carlos, TMI, TMO, TPI, TVI, EAUC, and Aseagas. She has extensive local and offshore experiences in general management, finance leadership and controllership roles. She held key positions in the SN Power Group for the past three years, most recently as the Managing Director and Group Business Controller of SN PowerInvest Netherlands BV. Ms. Tolentino is also familiar with the AboitizGroup, having served as Assistant Vice President – Financial Controller of MORE, and as Assistant Vice President for Finance Systems of Aboitiz Transport System Corporation (now 2Go Group, Inc.), a publicly-listed company. Ms. Tolentino graduated cum laude from Ateneo de Davao University with a Bachelor of Science degree in Commerce, Major in Accounting, 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

Ma. Chona Y. Tiu

Ms. Ma. Chona Y. Tiu, 59 years old, Filipino, is First Vice President and Chief Financial Officer – Power Distrbution Group since January 2, 2014. She 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 ACI and AboitizLand. She joined the AboitizPower Group where she was appointed Vice President – Administration and Chief Finance Officer of AboitizPower’s Affiliate, VECO, in 2007. Ms. Tiu has been Chief Financial Officer – Power Distribution Group since March 6, 2009 and was Vice President from 2009 to 2013. She is Director and Vice President/ Chief Financial Officer/ Treasurer of BEZ, LEZ, MEZ, and SEZ; Director and Vice President – Chief Financial Officer of Cotabato Light, Davao Light, and VECO; and Director of SFELAPCO. She is not connected with any government agency or instrumentality. She is also not a director of a publicly-listed company

 

 

Compliance Officer

Ms. M. Jasmine S. Oporto, 57 years old, Filipino, has been the Corporate Secretary of AboitizPower since January 16, 2007 and Compliance Officer since December 2012. She is concurrently Senior Vice President – Chief Compliance Officer/ Corporate Secretary of AEV, a publiclylisted company, since May 17, 2004. Ms. Oporto is the Vice President for Legal Affairs of Davao Light; Corporate Secretary of Hijos and Aboitiz InfraCapital; and Assistant Corporate Secretary of VECO. Prior to joining the Aboitiz Group, she worked in various capacities at the Hong Kong office of Kelley Drye & Warren, LLP, a New York-based law firm, and the Singapore-based consulting firm Albi Consulting Pte. Ltd. She graduated magna cum laude with a degree in Bachelor of Science in Landscape Architecture and obtained her Bachelor of Laws degree from the University of the Philippines – Diliman. She is a member of both the Philippine and New York State bars. Ms. Oporto is a teaching fellow of the Institute of Corporate Directors (ICD), after completing the Professional Director’s Program conducted by ICD. She is a member of GRC Institute of Australia and is involved in governance and compliance work within the organization. She has completed the mandatory accreditation course of the Bangko Sentral ng Pilipinas on Corporate Governance and Risk Management for Board of Trustees/Directors, and is an accredited provider of Harrison Assessment Talent Solutions. In addition, she has attended various seminars on corporate governance and compliance, including Compliance and Regulatory Management, Scenario Planning for Strategy, Management of Legal Risk and Services, and the Corporate Secretary Training of Trainers Program conducted by the International Finance Corporation and the ICD. Ms. Oporto was awarded Corporate Secretary of the Year in 2014 and 2015 by Corporate Governance Asia, Hong Kong.

She is not connected with any government agency or instrumentality. She is not a director of any publicly-listed company.

 

 

The Business Unit Heads for the year 2017-2018 are as follows:

M. Jasmine S. Oporto
M. Jasmine S. Oporto
Corporate Secretary and Compliance Officer
Mailene M. de la Torre
Mailene M. de la Torre
Senior Associate General Counsel for Governance and Compliance/Assistant Corporate Secretary
Therese Xyza G. Abarca
Therese Xyza G. Abarca
Associate General Counsel
James Erwin V. Le
James Erwin V. Le
Paralegal
Frances Katrina C. Arsua
Frances Katrina C. Arsua
Paralegal
Marinel E. Mangubat
Marinel E. Mangubat
Paralegal
Yasmin A. Lee
Yasmin A. Lee
Junior Associate General Counsel