Lopez Holdings

 

GENERAL INFORMATION

Board Charter

The Board has a charter that clearly states its roles, responsibilities and accountabilities in carrying out its fiduciary role.

Click here to view the Board Charter

Composition and Term

The board of directors of Lopez Holdings is composed of seven (7) members, three (3) members or 43% of whom are independent directors. Directors are subject to re-election every year during the annual stockholders’ meeting. Independent directors are independent of management and major shareholders, and can serve as such for a maximum of nine (9) years (from 2012 pursuant to SEC Memo Circ. No. 4 Series of 2017).

The board of directors recognizes the benefits of diversity for ensuring that optimal decision-making is achieved. The present board membership is diversified in terms of gender, skills and competence.

Non-executive directors serve in a maximum of five (5) publicly listed companies in the capacity as a non-executive director

Nomination and Election Process

1. All stockholders of the Corporation, regardless of the number of shares held, have the right to submit nominations for director.  All nominations for director shall be in writing.

2. All written nominations from stockholders of nominees for director, which are received on or before the record date of the stockholders’ meeting where directors are to be elected, shall be forwarded to the Corporate Governance Committee (“CGC”).  Nominations shall indicate (i) the complete name of the nominating stockholder, along with his/her address and/or other contact details, and the number of LPZ shares he/she owns directly or beneficially (for purposes of validating that he/she is a stockholder of the Corporation); and (ii) the complete name(s) of the stockholder(s) being nominated and his/her/their contact details.

3. Each nominee shall be screened and his/her qualifications evaluated by the CGC, taking into consideration the qualifications required and the disqualifications of directors which are provided in the Corporation’s Manual on Corporate Governance, by-laws, the Corporation Code, the Code of Corporate Governance of Publicly Listed Companies, SEC issuances, other applicable regulations and laws. The CGC shall also take into consideration other factors such as academic attainment, the breadth of professional experience, professional affiliations, and other such factors which will be relevant in making a determination of whether the nominee has the qualities of a director which are aligned with the strategic direction, values and culture of the Corporation.  The CGC shall further take into consideration the number of directorships being held by the nominee in other corporations in so far as the same may limit his/her ability to diligently and effectively perform the duties and responsibilities of a director of the Corporation.

4. A nominee for independent director shall further be evaluated taking into consideration the added qualifications required of independent directors which are provided in the Corporation’s Manual on Corporate Governance, by-laws, the Code of Corporate Governance of Publicly Listed Companies, SEC issuances, and other applicable regulations and laws, and shall be required to submit a Certification of Independent Director which conforms to the requirements of the SEC for the same, should the nomination be accepted.

5. The list of all nominees who, after evaluation by the CGC have been found to have the qualifications and none of the disqualifications, and who accept their nomination, shall be submitted to the Board at least sixty (60) days prior to the date of the stockholders’ meeting where directors are to be elected.

6. The nominees approved by the Board are recommended for election as directors at the meeting of the stockholders where directors are to be elected.

7. The Board, through the CGC shall assess the effectiveness of the Board’s processes in the nomination, election or replacement of a director.  

Orientation Program for New Directors

Lopez Holdings has an orientation program for new directors. The orientation program includes a meeting where members of the management team is introduced to the new director and where a presentation is made to the new director with information on the organization and the Lopez Group, the company’s business operations and financial condition, and those of subsidiaries and affiliates. Management answers any questions which the new director may have. 

As part of the orientation program, a new director is informed of the duties and responsibilities of directors as provided for in the Manual on Corporate Governance, the schedule of board meetings, and the various board committees. The new director is also given a copy of the latest financial statements, annual report, minutes of the most recent board meeting, and a copy of the Manual on Corporate Governance, among others. 

The last orientation program was conducted for Amb. Lilia R. Bautista in 2018 when she became an independent director.   

Lead Independent Director

The Corporation has a lead independent director whose functions include the following:
a. serves as an intermediary between the chairman and the other directors when necessary;
b. convenes and chairs meetings of the non-executive directors; and
c. contributes to the performance evaluation of the chairman, as required.

The current lead independent director is Mr. Monico V. Jacob (elected on June 11, 2019)

Board Meetings

The board of directors’ meetings are scheduled at the beginning of the year and are mostly held during the second Thursday of the month. In general, materials for board meetings are ready to be disseminated to the board five business days before board meetings. During board meetings, management presents to the board reports on the operations and financial performance of the company and its investee companies, as well as, on other information which directors need to know to enable them to act on a fully informed basis.  During board and committee meetings, directors ask relevant questions to clarify and expound on matters that are reported to them such as details on variances in financial report items, the impact to the company, stockholders and its investee companies of events that are reported on, and the like. Directors are able to vote on matters brought for their approval on a fully informed basis, with due diligence and care, and in the best interest of the company.  Further, the company has no existing shareholder agreement, by-laws provision, or other arrangement that can constrain a director’s ability to vote independently.  

Meetings of Non-Executive Directors

The non-executive directors hold meetings without the presence of executive directors, and the lead independent director chairs the same.  These meetings may be with the presence of management, external auditor, or other resource person, as the non-executive directors may deem fit.  They are usually held on the same day as a committee meeting and immediately before. 

In 2019, the meeting of non-executive directors was held on April 4, 2019. At said meeting, the external auditor, internal auditor and some members of the management team were present. The lead independent director at that time, Mr. Cesar E. A. Virata, chaired said meeting. In 2020, such meeting of non-executive directors was held on August 25, 2020, chaired by the lead independent director elected on June 11, 2029, Mr. Monico V. Jacob.

Board Strategy Execution

The Board monitors and oversees the implementation of corporate strategy. It reviews the corporate vision and mission, as well as, the quality policy and corporate objectives annually. It provides time to study, evaluate and comment on the corporate strategies of major investees, which present their respective corporate objectives, measures, and risks to the Board en banc or to the Board Risk Oversight Committee, in the case of risks. 

The budget process for the succeeding year begins with the Economic and Political Briefing in the third quarter of the year. This is followed by the combined Five Year Strategic Planning Conference and Annual Budget Conference in the fourth quarter or first quarter of the following year. A Mid-Year Budget Conference is held in the second quarter of the year to track progress against targets, and facilitate synergistic resolution of issues or mitigation of identified risks. Top and senior executives and key staff members of the Lopez Group member companies participate in these exercises. In 2019, the Strategic Planning and Annual Budget Conference was held on January 31, 2019 and the Mid-Year Budget Conference was held on July 24, 2019.

The Economic and Political Briefing was last held on September 6, 2020 and the Strategic Planning and Annual Budget Conference was last held on January 28, 2020.

Review of Mission and Vision

The board is responsible for the corporation’s mission and vision statements, and reviews the same at least once a year, along with a review of the quality policy and corporate objectives.  In recent years, the Board reviewed the Corporation’s mission and vision statements, quality policy and corporate objectives on May 2017, July 2018, and May 2019.

Review of Material Controls

The Board conducts a review of the company’s material controls which include operational, financial and compliance controls, as well as the risk management systems.

Board Remuneration

Pursuant to Article II Section of the by-laws on board compensation, the members of the board of directors receive a per diem, which presently amounts to Php25,000 for attending board meetings and a per diem of Php10,000 for attending board committee meetings. While previously the amount of said per diem was approved by the board, the Revised Corporation Code now requires the same to be approved by the stockholders.   

Pursuant to Article IX Section 2, of the by-laws on profit sharing, directors also receive profit sharing, the total of which, for all members of the board and officers, is no more than 1.1% of the net profit after tax of the company.   The individual directors do not participate in the discussions involving the amount of profit sharing to be received by him. Apart from said per diem for meeting attendance and profit sharing, the members of the board do not receive any other kind of remuneration as directors.

Adoption of Manual of Corporate Governance 

In 2002, the board of directors adopted the company’s Manual of Corporate Governance to institutionalize corporate governance principles. Revisions were made to the manual in 2010, 2011, 2013, 2014, 2017 and 2019. The Manual of Corporate Governance and all revisions made to the same have been submitted to the SEC and the PSE.  The board, management, employees, and shareholders believe that good corporate governance is a necessary component of sound strategic business management, and improves the economic and commercial prosperity of the corporation and its stockholders.

Click here to view the Manual of Corporate Governance

Policy on Confidentiality and Use of Material Inside Information

Under Section 13 of the Manual of Corporate Governance, directors and officers of Lopez Holdings are required to observe confidentiality of material, inside, non-public information acquired by reason of their office, and are not permitted to use and/or disclose any information to any other person without the authority of the Board.

Policy on Conflict of Interest

The directors and officers of Lopez Holdings are mandated by the Manual of Corporate Governance (Section 14) to always put the interest of the company above personal interest. Except for salaries and other employment benefits, directors and officers are prohibited from deriving any personal profits or advantage by reason of their positions in the corporation. They are required to fully disclose an actual or potential conflict of interest. In such a situation, a conflicted director is not allowed to participate in the decision-making process. 

In the event that a director of Lopez Holdings, by virtue of his office, acquires for himself a business opportunity which should belong to the company, thereby obtaining profits to the prejudice of the company, the director must account to the latter for all such profits, unless his act has been ratified by a vote of the stockholders representing two-thirds (2/3) of the outstanding capital stock of the company.

When a director or officer attempts to acquire or acquires, in violation of his duty, any interest adverse to the company in respect of any matter which has been reposed in him in confidence, as to which equity imposes a disability upon him to deal in his own behalf, he shall be liable as a trustee for the company and must account for the profits which otherwise would have accrued to the company.

Training for Directors

The board of directors and senior officers receive relevant training on an annual basis. On September 6, 2019, the Institute of Corporate Directors provided training to the Company’s directors, officers and those of other companies in the Lopez Group, on the following topics:

1) Revised Corporation Code ;
2) Rules on Material Related Party Transactions; and
3) Sustainability Reporting

The training lasted for four (4) hours and was held at the Manansala Loft in Rockwell Center, Makati City. 

Succession Planning and Retirement of Directors

The company observes the policy of subjecting each director to re-election every year during the annual stockholders’ meeting. It is the stockholders who nominate and vote for directors.  The company is compliant with the SEC mandated maximum term of independent directors of nine (9) years (reckoned from 2012).  Any director who ceases to have the qualifications for director or who otherwise becomes disqualified to be a director as provided in the Revised Corporation Code, the company by-laws, the company’s Manual on Corporate Governance and other relevant regulations and laws, shall be removed after due process, and cannot be re-elected. The foregoing drive the succession planning and retirement program for directors 

Board Assessment
The directors accomplish the following assessment questionnaires on an annual basis (click to view)::

a.) Board Assessment Questionnaire

b.) Individual Director Self Assessment Questionnaire

c.) Chief Executive Officer /President Assessment Questionnaire

The Chairman of the Board accomplishes the following self-assessment questionnaire on an annual basis:

Chairman of the Board Performance Self-Assessment Questionnaire

The Board has delegated to the appropriate board committee the annual assessment of the performance of officers as follows:

a) the Head of Internal Audit is assessed by the Audit Committee;
b) the Compliance Officer is assessed by the Corporate Governance Committee
c) the Head of Risk Management is assessed by the Board Risk Oversight Committee

LPZ Shares Held by Directors

Name of Beneficial Owner

No. of Shares as at January 1, 2019

No. of Shares as at December 31, 2019

No. of Shares Acquired/Sold in 2019

Manuel M. Lopez

26,203,945

26,203,945

0

Oscar M. Lopez

19,369,894

19,369,894

0

Eugenio Lopez III

3,807,823

3,807,823

0

Cesar E.A. Virata

1

1

0

Monico V. Jacob

1

1

0

Lilia R. Bautista

1

1

0

Salvador G. Tirona

405,905

405,905

0


 

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CONTACT US

Lopez Holdings Corporation 
16/F North Tower, Rockwell Business Center Sheridan, Sheridan St. corner United St., 1550 Bgy. Highway Hills, Mandaluyong City, Philippines

  • Trunkline: (632) 8878 0000
  • Fax: (632) 8878 0000 ext 2009