BOARD STRUCTURE

The 2GO Board of Directors is responsible for the long-term sustainability of the Company, and ensures that it balances its corporate objectives with the best interest of its shareholders and other stakeholders. The 2GO Board is composed of nine (9) highly respectable professionals, five (5) of whom, including the Chairman of the Board, are non-executive independent directors. In line with corporate governance best practice, the Company’s independent directors are free from management responsibilities, substantial shareholdings and material relations, all of which are perceived to impede independent judgment. Likewise, the roles of the Chairman of the Board and the Chief Executive Officer are held by separate individuals to promote a balanced Board, and increase accountability and controls.

 

Director Designation Directorship
Francis C. Chua

Chairman of the Board

(Independent Director)
Non-Executive Director
Dennis A. Uy President and CEO Executive Director
Elmer B. Serrano Corporate Secretary and Corporate Information Officer Executive Director
Frederic C. DyBuncio Director Non-Executive Director
Ma. Concepcion F. de Claro Director Non-Executive Director
Monico V. Jacob Independent Director Non-Executive Director
Raul Ch. Rabe Independent Director Non-Executive Director
Joseph C. Tan Independent Director Non-Executive Director
Laurito E. Serrano Independent Director Non-Executive Director

 

 

BOARD PERFORMANCE (2016 – 2017)

 

Director 1/29/16 3/16/16 6/1/16 6/15/16 %
Francis C. Chua 100%
Sulficio O. Tagud, Jr. 100%
Jeremias E. Cruzabra 100%
Patrick Ip 100%
Li Wen 100%
Monico V. Jacob Χ 75%
Raul Ch. Rabe 100%
Marke E. Williams 100%
Nelson T. Yap 100%

 

 

BOARD COMMITTEES

To focus on specific tasks and responsibilities, the Board adopted seven (7) Board Committees, namely the Executive Committee, Audit Committee, Nomination Committee, Compensation Committee, Risk Management Committee, Related Party Transactions Committee and Corporate Governance Committee.

 

 

COMPENSATION COMMITTEE

The Compensation Committee is responsible for the compensation philosophy of the Company, which contain director and employee compensation, benefits and incentive plans.

 

Compensation Committee
Office Director
Chairman (Executive Director)

Dennis A. Uy

Member (Non-Executive Director) Frederic C. DyBuncio
Member (Non-Executive Director) Elmer B. Serrano

 

Remuneration of Directors and Senior Management

 

Members of the Board of Directors receive a per diem for each meeting attended.  Total compensation paid to directors is disclosed annually in the Definitive Information Statement sent to shareholders, together with the Notice of the Annual Stockholders' Meeting.

 

The corporate compensation philosophy for executive remuneration in 2GO is - meritocracy based.  Commensurate compensation is given based on the annual performance evaluations of 2GO’s executives.  Any change in compensation is subject to full discussion and concurrence by the Board upon the review and recommendation of the Compensation, Remuneration and Nomination Committee.

 

» View Compensation Committee Charter

 

 

NOMINATION COMMITTEE

The Nomination Committee is chiefly responsible for establishing the criteria used in the selection of directors and key officers and the recommendation of the former for membership of the Board and/or Board Committees.  Further to this, the Committee regularly reviews the Company’s policies on management development and succession.

 

Nomination Committee
Office Director
Chairman (Executive Director)

Dennis A. Uy

Member (Non-Executive Director) Frederic C. DyBuncio
Member (Non-Executive Director) Elmer B. Serrano

 

» View Nomination Committee Charter

 

 

AUDIT COMMITTEE

The Audit Committee exercises the Board’s oversight function over internal controls and procedures, as well as the audit activities performed by the Company’s internal and external auditors.

 

Audit Committee
Office Director
Chairman (Independent Director)

Laurito E. Serrano

Member (Non-Executive Director) Frederic C. DyBuncio
Member (Non-Executive Director) Ma. Concepcion F. de Claro
Member (Independent Director) Joseph C. Tan

 

» View Audit Committee Charter

 

 

RISK MANAGEMENT COMMITTEE

The Risk Management Committee is responsible for the Company’s enterprise risk management system, and leads the organization in the management of its material business risks.  The Committee also reviews and assesses the implementation and effectiveness of the Company’s risk management framework.

 

Risk Management Committee
Office Director
Chairman (Independent Director)

Raul Ch. Rabe

Member (Independent Director) Monico V. Jacob
Member (Non-Executive Director) Frederic C. DyBuncio

 

Enterprise Wide Risk Management Program

 

2GO’s Board of Directors sets the overall risk tolerance for the Group, but delegates the responsibility of managing risk exposures to the Risk Management Committee.  In 2016, the Group continued to develop its Enterprise Risk Management program by addressing the Business Continuity Plans of its various business units, particularly those units exposed to technology-based risks.  The business units continue to regularly update their risk registers as well as their respective business continuity plans as part of the Group’s strategy to ensure that personnel and assets are protected and functional in the event of a disaster and/or crisis.  Furthermore, the Crisis Management and Emergency Response Teams of the business units are periodically trained and conduct regular drills to ensure maximum preparedness in the event of a disaster and/or crisis.

 

» View Risk Management Committee Charter

 

 

CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee takes the lead in the promotion of the principles of corporate governance throughout the organization via the regular review and development of the Company’s various governance related policies and programs.  The Committee is composed entirely of independent non-executive directors.

 

Corporate Governance Committee
Office Director
Chairman (Independent Director)

Joseph C. Tan

Member (Independent Director) Monico V. Jacob
Member (Independent Director) Raul Ch. Rabe

 

» View Corporate Governance Committee Charter

 

 

RELATED PARTY TRANSACTIONS COMMITTEE

The Related Party Transactions Committee reviews all material related party transactions of the Company and ensures that said transactions are conducted at arms’ length.  The Committee is composed of three (3) non-executive directors, majority of whom, including the Chairman, are independent directors. 

 

Related Party Transactions Committee
Office Director
Chairman (Independent Director)

Monico V. Jacob

Member (Independent Director) Joseph C. Tan
Member (Non-Executive Director) Ma. Concepcion F. de Claro

 

» View Related Party Transactions Committee Charter

 

 

EXECUTIVE COMMITTEE

The Executive Committee is composed of both executive and non-executive directors and acts on behalf of the Board during the interim periods between Board meetings.  The Committee is tasked to assist the Board in overseeing the implementation of strategies, set and monitor the Company’s performance goals and foster the sharing and dissemination of best practices in all areas of the business group.  The Executive Committee also defines the group-wide policies and actions, relating to sustainable development, including environment, health and safety, internal communications, innovation and research and technology and purchasing.

 

Executive Committee
Office Director
Chairman (Non-Executive Director)

Frederic C. DyBuncio

Member (Executive Director) Dennis A. Uy
Member (Non-Executive Director) Elmer B. Serrano

 

 

 

CORPORATE GOVERNANCE
2GO Group, Inc. Corporate Governance Manual (Revised 2017)
2GO Group, Inc. Articles of Incorporation
2GO Group, Inc. Code of Business Conduct
2GO Group, Inc. By-Laws
2GO Group, Inc. AMLA Manual
2GO Group, Inc. 2016 General Information Sheet
2GO Group - Diversity Policy and Board Matrix
Shareholding and Trading Information of Insiders (2017-2018)
   
ANNUAL CORPORATE GOVERNANCE REPORT
2GO 2012 ACGR - Annual Corporate Governance Report
2GO 2013 ACGR - Annual Corporate Governance Report
2GO 2014 ACGR - Annual Corporate Governance Report
2GO 2015 ACGR - Annual Corporate Governance Report
2GO 2016 ACGR - Annual Corporate Governance Report
2GO 2017 ACGR - Annual Corporate Governance Report
   
2017 ANNUAL STOCKHOLDERS' MEETING
Minutes of 2017 Stockholders Meeting
SEC form 17-C Minutes of the 2017 2GO Annual Stockholders Meeting
SEC form 17-C Results of Organizational Meeting of Board of Directors
   
2018 ANNUAL STOCKHOLDERS' MEETING
Minutes of 2018 Stockholders Meeting
PSE Disclosure (2Go) - Result of Organizational Meeting
Results of Annual or Special Stockholders Meeting