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 2018 ASM, shareholders elected the following Board members for the 2018-2019 term:

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,  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 least every quarter 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 2018-2019:

Below are the members of the Board Corporate Governance Committee for 2017-2018:

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.

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

Below are the members of the Board Audit Committee for 2017-2018:

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.

Below are the members of the Board Risk and Reputation Management Committee for 2018-2019:

Below are the members of the Board Risk and Reputation Management Committee for 2017-2018:

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 2018-2019:


Below are the members of the Board Related Party Transactions Committee for 2017-2018:

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.

Below are the members of the Executive Committee for 2018-2019:

Mr. Erramon I. Aboitiz, 62 years old, Filipino, has been appointed as President and Chief Operating Officer effective 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. He also served as the President and Chief Executive Officer of  Aboitiz & Company, Inc. He is a director of the company and a member of Board Corporate Governance and Executive Committee.

 

Position Company
Chairman AboitizLand, Aboitiz InfraCapital, SFELAPCO, the SN Aboitiz Power Group, MORE, TPI, CRH Aboitiz
Vice-Chairman RCBM and Union Bank of the Philippines (UnionBank)
Trustee Aboitiz Foundation, Inc.
Director Aboitiz Equity Ventures, Inc (AEV), AEV International Pte. Ltd., AboitizPower International Pte. Ltd., ARI, Archipelago Insurance Pte. Ltd. (Archipelago Insurance), Apo Agua Infrastructura, Inc., Cotabato Light, Davao Light, PETNET, Inc., and Pilmico Foods Corporation (Pilmico), Philippine Disaster Recovery Foundation

Mr. Aboitiz received his 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.

=================================================================================================================================================

Mr. Antonio R. Moraza, 61 years old, Filipino, has been Director of AboitizPower since February 13, 1998, and President and Chief Operating Officer since May 19, 2014, and President and Chief Executive Officer since May 21, 2018 up to August 31, 2018. He has been a member of the Board Audit Committee and the Board Risk and Reputation Management Committee since May 19, 2014. Mr. Moraza has been a Director of AEV, a publicly-listed company, since May 2009.

Position Company
Chairman Abovant Holdings, Inc., Cebu Private Power Corporation, Cotabato Light & Power Company, Davao Light & Power Company, Pagbilao Energy Corporation, Pilmico, Pilmico Animal Nutrition Corporation, Therma South, Inc. and Therma Visayas, Inc.
Trustee Aboitiz Foundation, Inc.
Director Aboitiz Equity Ventures, Inc., Aboitiz & Company, Inc., Hedcor Bukidnon, Inc., Hedcor Sabangan, Inc.,  Hedcor Sibulan, Inc., Hedcor Tudaya, Inc., Hedcor, Inc., Luzon Hydro Corporation, Redondo Peninsula Energy, Inc., the SN Aboitiz Power Group, STEAG State Power, Inc., Southern Philippines Power Corporation,  Therma Marine, Inc., Therma Mobile, Inc.,  and Western Mindanao Power Corporation,  GNPower Mariveles Coal Plant Ltd. Co.,  GNPower Dinginin Ltd. Co.

Mr. Moraza holds a Bachelor of Science degree in Business Management from Ateneo de Manila University. He is not connected with any government agency or instrumentality.

Chief Financial Officers

Liza Luv MontelibanoMs. Liza Luv T. Montelibano, 42 years old, Filipino, 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 was appointed as Ex-officio member of the Board Risk and Reputation Management Committee on the same date. On May 16, 2016, Ms. Montelibano was promoted to Senior Vice President and Chief Financial Officer/Corporate Information Officer, a position that she holds to date. Ms. Montelibano is Director and Senior Vice President-Finance of ARI, and Director of MORE, SEZ, VECO, Hedcor Bukidnon, Hedcor Sabangan, Hedcor Sibulan, Hedcor Tudaya, Hedcor, LHC, TPI, MORE, APRI, and AboitizPower International. She holds directorship and management positions in GMCP and GNPD and its holding companies. 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 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 not a director of a publicly-listed company.

Power Generation Group

Ms. Ma. Racquel J. Bustamante is the new First Vice President & CFO – Generation Business Group effective July 1, 2018. Ms. Bustamante replaced Ms. Beverly Tolentino, who transferred to AEV effective April 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 currently First Vice President – Head of Finance and Treasurer of First Coconut Manufacturing, Inc., a position she has held July 2015 and which she will hold until immediately prior to July 1, 2018. Ms. Bustamante was previously 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.

Beverly TolentinoMs. Beverly B. Tolentino, 47 years old, Filipino, was appointed First Vice President and Chief Financial Officer – Power Generation Group of AboitizPower on December 4, 2015. She is currently Director and Treasurer of EAUC, TMI and TMO; Chief Finance Officer of Abovant, CPPC, TSI, Hedcor, and PEC; Chief Financial Officer and Treasurer of ARI, APRI, Hedcor Bukidnon, Hedcor Sabangan, Hedcor Sibulan, Hedcor Tudaya, and TLI; and Treasurer of LHC, Sacasun, TPI, and TVI. Ms. Tolentino has extensive local and offshore experiences in general management, finance leadership and controllership roles. She held key positions in the SN Power Group, including Managing Director and Group Business Controller of SN PowerInvest Netherlands BV. Ms. Tolentino is also familiar with the Aboitiz Group, 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, 60 years old, Filipino, was appointed 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.