In accordance with the Manual on Corporate Governance, the Board meets at least six (6) times annually. Board meetings are scheduled a year in advance to encourage higher participation. Special board meetings may be called upon by the Chairman, the President or Corporate Secretary at the request of any two (2) directors. A director’s absence or non- participation for whatever reason in more than 50% of all meetings, both regular and special, in a year may be a ground for temporary disqualification in the succeeding election. Furthermore, non-executive directors meet at least once a year, without any executive directors or representatives of Management present. Board papers and other materials used during Board meetings are distributed to the relevant parties at least one (1) week before the actual meeting.

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, two (2) of whom, 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.

*Atty. Joseph C. Tan was replaced by Paquito N. Ochoa, Jr. on April 23, 2022

To focus on specific tasks and responsibilities, the Board adopted five (5) Board Committees, namely the Executive Committee, Audit Committee, Risk Oversight Committee, Related Party Transactions Committee and Corporate Governance Committee.

(as of April 18, 2023)

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.

» View Audit Committee Charter

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.

» View Corporate Governance Committee Charter

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

» View Related Party Transactions Committee Charter