2015 Annual Report

Our People

The Audit Committee may likewise request information, data, and clarification from the officers of the Corporation, in the performance of its duties and responsibilities.

The Risk Management Committee was created by the Board of Directors in March 2010. The Risk Management Committee Charter provides that the committee shall be composed of at least three (3) members from the Board of Directors. In May 2013, the Board of Directors decided to elect an additional Director to sit on the committee, bringing its current Board membership to four (4) Directors.

The committee is chaired by Director Peter D. Garrucho, Jr., with Independent Director Jaime I. Ayala and Directors Elpidio L. Ibañez and Francis Giles B. Puno as members.

The committee assists the Board of Directors in its oversight responsibility over management’s activities in managing physical, financial, operational, labor, legal, security, environmental, and other risks of the Corporation. It plays a vital oversight role and serves as an important liaison to the Board. Under its charter, the committee shall have the duty and responsibility to provide guidance to management through the establishment of the Company’s riskmanagement philosophy and risk appetite. It shall likewise approve the Company’s riskmanagement policy and processes and any revision thereto. The Committee shall also communicate to key stakeholders the status of strategic and critical risks and require periodic reports from management, to confirm that the risk management system of the Company is operating correctly and consistently with its objectives.

To further ensure compliance with the principles and policies of good corporate governance, Vice President and Corporate Secretary Rachel R. Hernandez serves as the Company’s Compliance Officer. Ms. Hernandez is responsible for monitoring compliance by the Corporation with the Manual on Corporate Governance and the rules and regulations of regulatory agencies, including reporting the occurrence of any violation, reporting such violation to the Board, recommending the imposition of appropriate disciplinary actions on the responsible parties, and adopting measures to prevent a repetition of the violation; appearing before the Securities and Exchange Commission (SEC) when summoned on matters relating to the Manual on Corporate Governance; and, if any deviations are found, explaining the reasons for such deviation; and recommending to the Board the review of the Manual on Corporate Governance.

First Gen has long recognized corporate governance as a necessary component of sound business management. As such, the Company, through its Board of Directors and senior management, continues to search for ways and means to further improve its corporate governance structures. The Company regularly reviews its existing policies and programs, with the intention of further elevating the level of accountability of the Company’s Directors, officers, and employees. Efforts to enhance and develop the Company’s corporate governance structures have resulted in earlier amendments to the Company’s By-laws and Manual on Corporate Governance.

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The Audit Committee may likewise request information, data, and clarification from the officers of the Corporation, in the performance of its duties and responsibilities.

The Risk Management Committee was created by the Board of Directors in March 2010. The Risk Management Committee Charter provides that the committee shall be composed of at least three (3) members from the Board of Directors. In May 2013, the Board of Directors decided to elect an additional Director to sit on the committee, bringing its current Board membership to four (4) Directors.

The committee is chaired by Director Peter D. Garrucho, Jr., with Independent Director Jaime I. Ayala and Directors Elpidio L. Ibañez and Francis Giles B. Puno as members.

The committee assists the Board of Directors in its oversight responsibility over management’s activities in managing physical, financial, operational, labor, legal, security, environmental, and other risks of the Corporation. It plays a vital oversight role and serves as an important liaison to the Board. Under its charter, the committee shall have the duty and responsibility to provide guidance to management through the establishment of the Company’s riskmanagement philosophy and risk appetite. It shall likewise approve the Company’s riskmanagement policy and processes and any revision thereto. The Committee shall also communicate to key stakeholders the status of strategic and critical risks and require periodic reports from management, to confirm that the risk management system of the Company is operating correctly and consistently with its objectives.

To further ensure compliance with the principles and policies of good corporate governance, Vice President and Corporate Secretary Rachel R. Hernandez serves as the Company’s Compliance Officer. Ms. Hernandez is responsible for monitoring compliance by the Corporation with the Manual on Corporate Governance and the rules and regulations of regulatory agencies, including reporting the occurrence of any violation, reporting such violation to the Board, recommending the imposition of appropriate disciplinary actions on the responsible parties, and adopting measures to prevent a repetition of the violation; appearing before the Securities and Exchange Commission (SEC) when summoned on matters relating to the Manual on Corporate Governance; and, if any deviations are found, explaining the reasons for such deviation; and recommending to the Board the review of the Manual on Corporate Governance.

First Gen has long recognized corporate governance as a necessary component of sound business management. As such, the Company, through its Board of Directors and senior management, continues to search for ways and means to further improve its corporate governance structures. The Company regularly reviews its existing policies and programs, with the intention of further elevating the level of accountability of the Company’s Directors, officers, and employees. Efforts to enhance and develop the Company’s corporate governance structures have resulted in earlier amendments to the Company’s By-laws and Manual on Corporate Governance.

Pages: 1 2 3 4