2015 Annual Report

Our People

The corporate governance structures of First Gen are managed and driven by its Board of Directors, which is composed of individuals of proven competence and integrity. As the members of the Board are fully aware of their duties and obligations as Directors of a publiclylisted company, they make every effort to ensure that the Company is able to respond to the needs of its officers, employees, customers, and partners, as well as the government and the public in general. Having set forth the Company’s goals, the Board is responsible for guiding the Company in fulfilling its economic targets and governance aspirations.

The Board of Directors of First Gen consists of nine (9) members, which include two (2) Independent Directors, each of whom is elected by the Company’s qualified stockholders during the annual general meeting held every second Wednesday of May of each year. Independent Directors Tony Tan Caktiong and Jaime I. Ayala have neither interest nor relationship with First Gen that may hinder their independence from the Company or its management, or interfere with the exercise of independent judgment in carrying out their responsibilities.

Pursuant to the Company’s Manual on Corporate Governance and in compliance with the principles of good corporate governance, the members of the Board have been selected also as members of the following standing committees: the Nomination and Governance Committee, the Compensation and Remuneration Committee, the Audit Committee, and the Risk Management Committee.

The Nomination and Governance Committee is composed of at least three (3) members, one (1) of whom shall be an Independent Director. It is presently composed of Chairman Federico R. Lopez, Director Richard B. Tantoco, and Independent Director Tony Tan Caktiong.

Under the Nomination and Governance Committee Charter, the committee exercises the principal function of selecting Directors and evaluating their qualifications as shall be consistent with the By-laws and Manual on Corporate Governance. The committee makes sure that a Board election will result in a mix of proficient Directors, each of whom will be able to add value and bring prudent judgment to the Board of Directors. It is also tasked to review the structure, size, and composition of the Board and make appropriate recommendations thereto. It shall likewise review with the Board, on an annual basis or as may be needed, the appropriate skills, characteristics, and training required by the Directors.

The committee also holds the responsibility of reviewing and evaluating the qualifications of persons nominated for positions that require Board approval. It likewise has the duty to assess the effectiveness of the Board’s processes and procedures in the election or replacement of Directors. It also reviews the recommendations of the Compliance Officer in relation to the Manual on Corporate Governance, as well as other corporate governance rules and regulations.

Pages: 1 2 3 4

The corporate governance structures of First Gen are managed and driven by its Board of Directors, which is composed of individuals of proven competence and integrity. As the members of the Board are fully aware of their duties and obligations as Directors of a publiclylisted company, they make every effort to ensure that the Company is able to respond to the needs of its officers, employees, customers, and partners, as well as the government and the public in general. Having set forth the Company’s goals, the Board is responsible for guiding the Company in fulfilling its economic targets and governance aspirations.

The Board of Directors of First Gen consists of nine (9) members, which include two (2) Independent Directors, each of whom is elected by the Company’s qualified stockholders during the annual general meeting held every second Wednesday of May of each year. Independent Directors Tony Tan Caktiong and Jaime I. Ayala have neither interest nor relationship with First Gen that may hinder their independence from the Company or its management, or interfere with the exercise of independent judgment in carrying out their responsibilities.

Pursuant to the Company’s Manual on Corporate Governance and in compliance with the principles of good corporate governance, the members of the Board have been selected also as members of the following standing committees: the Nomination and Governance Committee, the Compensation and Remuneration Committee, the Audit Committee, and the Risk Management Committee.

The Nomination and Governance Committee is composed of at least three (3) members, one (1) of whom shall be an Independent Director. It is presently composed of Chairman Federico R. Lopez, Director Richard B. Tantoco, and Independent Director Tony Tan Caktiong.

Under the Nomination and Governance Committee Charter, the committee exercises the principal function of selecting Directors and evaluating their qualifications as shall be consistent with the By-laws and Manual on Corporate Governance. The committee makes sure that a Board election will result in a mix of proficient Directors, each of whom will be able to add value and bring prudent judgment to the Board of Directors. It is also tasked to review the structure, size, and composition of the Board and make appropriate recommendations thereto. It shall likewise review with the Board, on an annual basis or as may be needed, the appropriate skills, characteristics, and training required by the Directors.

The committee also holds the responsibility of reviewing and evaluating the qualifications of persons nominated for positions that require Board approval. It likewise has the duty to assess the effectiveness of the Board’s processes and procedures in the election or replacement of Directors. It also reviews the recommendations of the Compliance Officer in relation to the Manual on Corporate Governance, as well as other corporate governance rules and regulations.

Pages: 1 2 3 4