The Board of Directors (“The Board”) is primarily responsible for the governance of the Company and provides an independent check on management. It has the duty to foster the long-term success of the Company and to ensure that the Company’s competitiveness and profitability will be sustained in a manner consistent with its corporate objectives for the best interest of the Company and its Stakeholders.
The Board formulates the Company’s vision, mission, strategic objectives, policies and procedures that guide its activities, including the means to effectively monitor Management’s performance. It provides direction and approval in relation to matters concerning the Company’s business strategies, policies and plans, while the day-to-day business operations are delegated to the Executive Committee.
The Board exercises care, skill and judgment and observes good faith and loyalty in the conduct and management of the business and affairs of the Company. It ensures that all its actions are within the scope of power and authority as prescribed in the Articles of Incorporation, By-Laws, and existing laws, rules and regulations. To uphold high standard for the Company, its Shareholders and other Stakeholders, the Board conducts itself with honesty and integrity in the performance of its duties and responsibilities.
The Company’s Corporate Governance Manual specifies the roles, duties and responsibilities of the Board of Directors in compliance with relevant laws, rules and regulations. In adherence to the principles of corporate governance, the Board is tasked to perform the following:
It is the Board’s responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and in the best interest of the Corporation, its Shareholders and Stakeholders, as a whole.
To ensure high standard for the Corporation, its Shareholders and other Stakeholders, the Board shall conduct itself with honesty and integrity in the performance of, among others, the following duties and responsibilities:
The Company recognizes the benefits of having a diverse Board and its value in maintaining sound corporate governance while achieving strategic objectives and sustainable growth. The Board Member’s biographical details are set out in the succeeding section and may also be found in the Information Statement. The Board is diverse in terms of expertise, gender, and professional experience. The Board of Directors is composed of 10 members, 9 of these directors are non-executive and 4 of which are independent directors. The Board has a woman forming part of the non-executive directors. Furthermore, the posts of Chairman and Chief Executive Officer of the Company are separate to ensure a clear distinction between the Chairman’s responsibility to manage the Board and the Chief Executive Officer’s responsibility to manage the Company’s business. The division of responsibilities between the Chairman and the Chief Executive Officer is clearly established and set out in the Revised Corporate Governance Manual.
The Board has four Independent Directors (IDs) that possess all the necessary qualifications and none of the disqualifications to hold the position. The Company complies with the Corporate Governance best practice of having 3 IDs or 30% of Board of Directors (BOD), whichever is higher, to ensure that proper mechanisms for disclosure, protection of the rights of shareholders, equitable treatment of shareholders, and the accountability of the Board and Management are in place. In cases of conflicts of interest, Directors with a material interest in any transaction with the Company shall abstain from participating in the deliberation of the same.
The Company ensures that Directors are able to perform their functions effectively in this rapidly changing environment to cope with heightened regulatory policies, foreign and local demands, and the growing complexity of business. Orientation programs are conducted for first-time directors to ensure that new members are appropriately apprised of their duties and responsibilities. These include the overview of the Company’s operations, Code of Conduct, Corporate Governance framework and other relevant topics essential in the performance of their functions. As a matter of continuous professional education, the Company facilitates the training opportunities provided for the Directors and Key Officers.
The Board schedules meetings at the beginning of the year, holds regular meetings in accordance with its By-Laws, and convenes special meetings when required by business exigencies. The notice and agenda of the meeting and other relevant meeting materials are furnished to the Directors at least five (5) business days prior to each meeting. The minutes of the meeting are duly recorded. The Independent Directors shall always attend Board meetings. Unless otherwise provided in the By-Laws, their absence shall not affect the quorum requirement. However, the Board may, to promote transparency, require the presence of at least one (1) Independent Director in all its meetings.
To monitor the Directors’ compliance with the attendance requirements, the Company submits to the Commission an advisement letter on the Directors’ record of attendance in Board meetings.
| Board | Name | Date of Election | No. of Meetings Held during the year | No. of Meetings Attended | % |
|---|---|---|---|---|---|
| Director, Chairman Emeritus | James L. Go | May 14, 2020 | 15 | 15 | 100% |
| Director, Chairman | Lance Y. Gokongwei | May 14, 2020 | 15 | 15 | 100% |
| Director, President and CEO | Frederick D. Go | May 14, 2020 | 15 | 15 | 100% |
| Director | Patrick Henry C. Go | May 14, 2020 | 15 | 15 | 100% |
| Director | Robina Gokongwei-Pe | May 14, 2020 | 15 | 15 | 100% |
| Director | Johnson Robert G. Go, Jr. | May 14, 2020 | 15 | 15 | 100% |
| Independent Director | Artemio V. Panganiban | May 14, 2020 | 15 | 15 | 100% |
| Independent Director | Emmanuel C. Rojas, Jr. | May 14, 2020 | 15 | 15 | 100% |
| Independent Director | Roberto F. De Ocampo | May 14, 2020 | 15 | 15 | 100% |
| Independent Director | Omar Byron T. Mier | May 14, 2020 | 15 | 15 | 100% |
To enable better and more focused attention on the affairs of the Company and aid in the optimal performance of its roles and responsibilities, the Board delegates particular matters to the Board Committees set up for the purpose mainly (a) Audit Committee, (b) Corporate Governance Committee, (c) Board Risk Oversight Committee (BROC) and (d) Related Party Transactions Committee.
The Audit Committee provides oversight over the Company’s financial reporting, Internal Control System, Internal and External Audit processes, and monitors compliance with applicable laws and regulations. It ensures that systems and processes are put in place to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of business operations, and proper safeguarding and use of the Company’s resources and assets.
| Position | Director |
|---|---|
| Chairman | Emmanuel C. Roxas, Jr. (ID) |
| Members |
Artemio V. Panganiban (ID)
Roberto F. De Ocampo (ID) James L. Go (Advisory Member) |
The Corporate Governance Committee oversees the development and implementation of Corporate Governance principles and policies and recommends a formal framework on the nomination, remuneration and evaluation of the performance of the Directors and key Management Officers consistent with the Company’s culture, strategies and the business environment.
| Position | Director |
|---|---|
| Chairman | Omar Byron T. Mier (ID) |
| Members |
Artemio V. Panganiban (ID)
Roberto F. De Ocampo (ID) |
The Board Risk Oversight Committee oversees the establishment of ERM framework that effectively identifies, monitors, assesses, and manages key business risks and assesses the effectiveness of risk management strategies. The BROC is responsible for defining the Company’s level of risk tolerance and for providing oversight over its risk management policies and procedures to anticipate, minimize, control or manage risks or possible threats to its operational and financial viability.
| Position | Director |
|---|---|
| Chairman | Artemio V. Panganiban (ID) |
| Members |
Emmanuel C. Roxas, Jr. (ID)
Omar Byron T. Mier (ID) Frederick D. Go |
The Related Party Transactions Committee ensures that there is a group-wide policy and system governing Material Related Party Transactions (MRPTs), particularly those that breach the materiality threshold. The RPT Committee shall perform the appropriate review and approval of MRPTs, which guarantee fairness and transparency of the transactions.
| Position | Director |
|---|---|
| Chairman | Roberto F. De Ocampo (ID) |
| Members |
Emmanuel C. Roxas, Jr. (ID)
Omar Byron T. Mier (ID) |
The Corporate Secretary assists the Board and the Board Committees in the conduct of their meetings, including preparation of the annual schedule of Board and Committee meetings and the annual Board calendar. She also assists the Board and Committee Chairmen in setting agendas for the meetings, and safekeeps and preserves the integrity of the minutes of the meeting of the Board and its Committees, as well as other official records of the Company.
The Corporate Secretary keeps herself abreast on relevant laws, regulations, all governance issuances, relevant industry developments and operations of the Company, and advises the Board and the Chairman on all relevant issues as they arise. She works fairly and objectively with the Board, Management and Shareholders and contributes to the flow of information between the Board and Management, the Board and its Committees, and the Board and its Stakeholders, including Shareholders.
Elaine G. Miranda-Araneta is the Corporate Secretary of Robinsons Land Corporation. Concurrent with her appointment, she is also the head of the Corporate Legal Affairs of Office Buildings Division of Robinsons Land Corporation. Atty. Miranda-Araneta has had extensive experience as a corporate lawyer having been the corporate legal counsel of the JG Summit Group of Companies since 1992. She attended the Ateneo de Manila University School of Law in 1989 and University of the Philippines in 1985, where she earned her Bachelor of Laws degree (Consistent Dean’s Lister and graduated Second Honors) and BA Economics, minor in Philosophy (Cum Laude), respectively. She was admitted to the Philippine Bar in 1990. She previously worked as a confidential attorney of Justice Gloria C. Paras of the Court of Appeals, and was an associate in Carag, Caballes, Jamora & Somera Law Offices.
The Compliance Officer monitors, reviews, evaluates and ensures the compliance by the Company, its Officers, and Directors with the provisions and requirements of the Corporate Governance Manual and the relevant laws, the Corporate Governance Code, rules and regulations, and all governance issuances of regulatory agencies. He also ensures the integrity and accuracy of all documentary submissions to the regulators, identifies possible areas of compliance issues and works towards the resolution of the same. He assists the Board and the Corporate Governance Committee in the performance of their governance functions, including their duties to oversee the formulation or review and implementation of the Corporate Governance structure and policies of the Company.
Kerwin Max S. Tan is the current Compliance Officer, Chief Financial Officer and Chief Risk Officer of RLC. He previously held the position of Vice President-Operations of RLC Residences. Prior to joining RLC, he was Head- Cash Management Operations and Assistant Vice President at Citibank NA. Mr. Tan received his BS Industrial Engineering Degree from the University of the Philippines-Diliman.