John L. Gokongwei, Jr. founded URC in 1954 and has been the Chairman Emeritus and Founder of URC since January 1, 2002. He continues to be a member of URC’s Board and is the Chairman Emeritus and Founder of JG Summit Holdings, Inc and Robinsons Land Corporation. He is currently the Chairman of the Gokongwei Brothers Foundation, Inc., and a director of Cebu Air, Inc., Robinsons Retail Holdings, Inc. and Oriental Petroleum and Minerals Corporation. He was elected a director of Manila Electric Company on March 31, 2014. He is also a non-executive director of A. Soriano Corporation. Mr. Gokongwei received a Masters degree in Business Administration from the De La Salle University and attended the Advanced Management Program at Harvard Business School.
James L. Go is the Chairman Emeritus and a member of the Board of Directors of URC. He is the Chairman of JG Summit Holdings, Inc. and Cebu Air, Inc. He is also the Chairman and Chief Executive Officer of Oriental Petroleum and Minerals Corporation. He is the Chairman Emeritus of Robinsons Land Corporation, JG Summit Petrochemical Corporation, and JG Summit Olefins Corporation. He is the Vice Chairman of Robinsons Retail Holdings, Inc. and a director of Marina Center Holdings Private Limited, United Industrial Corporation Limited and Hotel Marina City Private Limited. He is also the President and Trustee of the Gokongwei Brothers Foundation, Inc. He has been a director of the PLDT Inc. (PLDT) since November 3, 2011. He is a member of the Technology Strategy and Risk Committees and Advisor of the Audit Committee of the Board of Directors of PLDT. He was elected a director of Manila Electric Company on December 16, 2013. Mr. Go received his Bachelor of Science Degree and Master of Science Degree in Chemical Engineering from Massachusetts Institute of Technology, USA. Mr. James L. Go is a brother of Mr. John L. Gokongwei, Jr. and joined URC in 1964.
Lance Y. Gokongwei is the Chairman of URC. He is the President and Chief Executive Officer of JG Summit Holdings, Inc. He is the Chairman of Robinsons Retail Holdings, Inc., Robinsons Land Corporation, JG Summit Petrochemical Corporation, JG Summit Olefins Corporation and Robinsons Bank Corporation. He is the President and Chief Executive Officer of Cebu Air, Inc. He is a director and Vice Chairman of Manila Electric Company and a director of Oriental Petroleum and Minerals Corporation and United Industrial Corporation Limited. He is also a trustee and secretary of the Gokongwei Brothers Foundation, Inc. He received a Bachelor of Science degree in Finance and a Bachelor of Science degree in Applied Science from the University of Pennsylvania. Mr. Lance Y. Gokongwei is the son of Mr. John L. Gokongwei, Jr. and joined URC in 1988.
Irwin C. Lee is the President and Chief Executive Officer of URC effective May 14, 2018. He concurrently handles the Branded Consumer Foods Group of URC. Prior to his joining in URC, he was the Chief Executive Officer of Rustan Supercenters, Inc. and a director of Rose Pharmacy under Jardine Matheson’s Dairy Farm Group. He brings with him more than 32 years of work experience in fast-moving consumer foods and retail across Asia, Europe and the US. He started in Procter and Gamble (P&G) as a Finance Analyst and rose to key executive finance roles in various countries, including Chief Finance Officer roles in Indonesia, Japan/Korea and Greater China. In 2004, he was appointed Vice President for P&G Greater China with dual roles as Chief Marketing Officer and as General Manager for the laundry detergent business, which he drove to market leadership. In 2007, he was appointed Vice President/Managing Director for P&G UK and Ireland, where he delivered profitable growth through two recessions and led P&G’s London 2012 Olympics program. In 2014, he rose to become P&G’s Regional Head for Northern Europe, leading commercial operations across UK, Ireland, Sweden, Denmark, Norway and Finland, and integrating P&G’s second largest international regional cluster. While in the UK, he spearheaded industry initiatives for connecting businesses to communities and enhancing employee engagement and well-being. After P&G, he served as Global Strategic Advisor for McKinsey and Co. to consumer and retail sector partners and engagement managers. He also sat as Board Director and Remuneration Committee Chairman for Wm Morrison Supermarkets Plc (one of UK’s top 4 grocery retailers). Mr. Irwin Lee graduated with a Bachelor of Science Degree in Commerce Major in Accounting from the De La Salle University Manila, Summa Cum Laude. He finished third in the CPA Licensure Exams in 1985.
Patrick Henry C. Go is a director and a Vice President of URC. He also heads the URC Packaging (BOPP) Division and Flexible Packaging Division. He is the President and Chief Executive Officer of JG Summit Petrochemical Corporation and JG Summit Olefins Corporation. He is also a director of JG Summit Holdings, Inc., Robinsons Land Corporation, and Robinsons Bank Corporation. He is a trustee and treasurer of the Gokongwei Brothers Foundation, Inc. He received a Bachelor of Science degree in Management from the Ateneo de Manila University and attended the General Manager Program at Harvard Business School. Mr. Patrick Henry C. Go is a nephew of Mr. John L. Gokongwei, Jr.
Johnson Robert G. Go, Jr. has been a director of URC since May 5, 2005. He is also a director of JG Summit Holdings, Inc., Robinsons Land Corporation, and Robinsons Bank Corporation. He is also a trustee of the Gokongwei Brothers Foundation, Inc. He received his Bachelor of Arts degree in Interdisciplinary Studies (Liberal Arts) from the Ateneo de Manila University. He is a nephew of Mr. John L. Gokongwei, Jr.
Robert G. Coyiuto, Jr. has been a director of URC since 2002. He was appointed Presidential Adviser on Capital Market Development. He is the Chairman of the Board and Chief Executive Officer of Prudential Guarantee & Assurance, Inc. and of PGA Sompo Insurance Corporation. He is also Chairman of PGA Cars, Inc., Pioneer Tours Corporation and Coyiuto Foundation. He is the Chairman and President of Calaca High Power Corporation and Pacifica 21 Holdings, Inc. He is Vice Chairman and Director of National Grid Corporation of the Philippines and First Life Financial Co., Inc. He is also the President, Chief Operating Officer and Director of Oriental Petroleum and Minerals Corporation. He is a director of Petrogen Insurance Corporation, and Canon (Philippines) Inc. He is a member of the Philippine Stock Exchange.
Wilfrido E. Sanchez has been an independent director of URC since 1995. He is a Tax Counsel in Quiason Makalintal Barot Torres Ibarra Sison & Damaso Law Firm. He is also a trustee of the Gokongwei Brothers Foundation, Inc. He is a director of Adventure International Tours, Inc., Amon Trading Corporation, Asia Brewery, Inc., Center for Leadership & Change, Inc., EEI Corporation, EMCOR, Inc., Eton Properties Philippines, Inc., House of Investments, Inc., J-DEL Investment and Management Corporation, JVR Foundation, Inc., Kawasaki Motor Corp., K Servico, Inc., LT Group, Inc., Magellan Capital Holdings Corporation, Tanduay Distillers, Inc., Transnational Diversified Corporation, Transnational Financial Services, Inc., and Transnational Plans, Inc. He was also appointed as a member of the Board of Trustees of the Asian Institute of Management on September 8, 2016. He received his Bachelor of Arts degree and Bachelor of Laws degree from the Ateneo de Manila University and a Masters of Law degree from the Yale Law School.
Cesar V. Purisima, has been an independent director of URC effective May 30, 2018. He is an Asia Fellow at the Milken Institute. He is also an independent director of the AIA Group Limited and Ayala Land, Inc., an Executive-in-Residence of the Asian Institute of Management, and a member of the Board of Trustees of the International School, Manila and De La Salle University. He is a member of the International Advisory Council (Phils.) of the Singapore Management University and a member of the Global Advisory Council of Sumitomo Mitsui Banking Corporation. He is also an advisor of the Partners Group AG Life Council. He is a non-executive director of Ikhlas Capital Singapore PTE Ltd. He is an independent non-executive director of Unistar Credit & Finance Corporate effective April 2019. He is also Chairman of the Advisory Council of The Asian Entrepreneur Legacy (TAEL) and will end his term on March 2019. He served in the Philippine government as Secretary of the Department of Finance from July 2010 to June 2016 and as Secretary of the Department of Trade and Industry from January 2004 to February 2005. He also previously served on the boards of a number of government institutions, including as a member of the Monetary Board of the Bangko Sentral ng Pilipinas, Governor of the World Bank Group for the Philippines, Governor of the Asian Development Bank for the Philippines, Alternate Governor of the International Monetary Fund for the Philippines and Chairman of the Land Bank of the Philippines. He was conferred the Chevalier dans l’Ordre national de la Légion d’Honneur (Knight of the National Order of the Legion of Honour) by the President of the French Republic in 2017, the Order of Lakandula, Rank of Grand Cross (Bayani) by the President of the Philippines in 2016 and the Chevalier de l’Ordre national du Mérite (Knight of the National Order of Merit) by the President of the French Republic in 2001. He is a certified public accountant. He has extensive experience in public accounting both in the Philippines and abroad. He was Chairman and Managing Partner of SyCip Gorres Velayo & Co. (a member firm of Andersen Worldwide until 2002 and became member firm of Ernst & Young Global Limited) from 1999 until 2004. During the period, He was also the Asia-Pacific Area Managing Partner for Assurance and Business Advisory Services of Andersen Worldwide from 2001 to 2002 and Regional Managing Partner for the ASEAN Practice of Andersen Worldwide from 2000 to 2001. He obtained his Bachelor of Science in Commerce (Majors in Accounting & Management of Financial Institutions) degree from De La Salle University (Manila) in 1979, Master of Management degree from J.L. Kellogg Graduate School of Management, Northwestern University in 1983 and Doctor of Humanities honoris causa degree from Angeles University Foundation of the Philippines in 2012.
To enable better and more focused attention on the affairs of the Company and aid in the optimal performance of its roles and responsibilities, the Board delegates particular matters to the Board Committees set up for the purpose mainly (a) Audit Committee (b) Board Risk Oversight Committee (BROC) and (c) Corporate Governance Committee.
The Audit Committee provides oversight over the Company’s financial reporting, Internal Control System, Internal and External Audit processes, and monitor compliance with applicable laws and regulations. It ensures that systems and processes are put in place to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of business operations, and proper safeguarding and use of the Company’s resources and assets.
| POSITION | DIRECTOR |
|---|---|
| Chairman | Wilfrido E. Sanchez (ID) |
| Members | James L. Go Lance Y. Gokongwei Johnson Robert G. Go, Jr. Irwin C. Lee Cesar V. Purisima |
The Corporate Governance Committee oversees the development and implementation of Corporate Governance principles and policies and recommends a formal framework on the nomination, remuneration and evaluation of the performance of the Directors and key Management Officers consistent with the Company’s culture, strategies and the business environment.
| POSITION | DIRECTOR |
|---|---|
| Chairman | Lance Y. Gokongwei |
| Members | James L. Go Johnson Robert G. Go, Jr. Irwin C. Lee Wilfrido E. Sanchez |
The Board Risk Oversight Committee oversees the establishment of ERM framework that effectively identify, monitor, assess and manage key business risks and assess the effectiveness of risk management strategies. The BROC is responsible for defining the Company’s level of risk tolerance and providing oversight over its risk management policies and procedures to anticipate, minimize, control or manage risks or possible threats to its operational and financial viability.
| POSITION | DIRECTOR |
|---|---|
| Chairman | Lance Y. Gokongwei |
| Members | James L. Go Johnson Robert G. Go, Jr. Irwin C. Lee Cesar V. Purisima |
The Board schedules meetings at the beginning of the year, and hold regular meetings in accordance with its By-Laws and convene special meetings when required by business exigencies. The notice and agenda of the meeting and other relevant meeting materials are furnished to the Directors at least five (5) business days prior to each meeting, which meeting must be duly minuted. The members of the Board attends regular and special meetings in person or through video/teleconferencing conducted in accordance with the rules and regulations of the SEC except for justifiable reasons that prevent them from doing so. The Independent Directors shall always attend Board meetings. Unless otherwise provided in the By-Laws, their absence shall not affect the quorum requirement. However, the Board may, to promote transparency, require the presence of at least one (1) Independent Director in all its meetings.
To monitor the Directors’ compliance with the attendance requirements, the Company submits to the Commission, within five (5) business days from the end of the Company’s fiscal year, an advisement letter on Directors’ record of attendance in Board meetings.
| BOARD | NAME | DATE OF ELECTION | NO. OF MEETINGS HELD DURING THE YEAR | NO. OF MEETINGS ATTENDED | % |
|---|---|---|---|---|---|
| Chairman Emeritus and Founder | 1. John L. Gokongwei, Jr. | May 30, 2018 | 12 | 12 | 100% |
| Chairman Emeritus | 2. James L. Go | May 30, 2018 | 12 | 12 | 100% |
| Chairman | 3. Lance Y. Gokongwei | May 30, 2018 | 12 | 12 | 100% |
| Director | 4. Patrick Henry C. Go | May 30, 2018 | 12 | 12 | 100% |
| Director | 5. Frederick D. Go | (Note 1) | 4 | 4 | 100% |
| President and CEO | 6. Irwin C. Lee | May 30, 2018 (Note 2) | 8 | 8 | 100% |
| Director | 7. Johnson Robert G. Go, Jr. | May 30, 2018 | 12 | 12 | 100% |
| Director | 8. Robert G. Coyiuto, Jr. | May 30, 2018 | 12 | 12 | 100% |
| Independent | 9. Wilfrido E. Sanchez | May 30, 2018 | 12 | 12 | 100% |
| Independent | 10. Pascual S. Guerzon | (Note 3) | 4 | 4 | 100% |
| Independent | 11. Cesar V. Purisima | May 30, 2018 (Note 4) | 8 | 8 | 100% |
1. Ceased to be a director effective May 14, 2018.
2. Elected as director effective May 14, 2018.
3. Ceased to be director on May 30, 2018.
4. Elected director on May 30, 2018.
The Corporate Secretary assists the Board and the Board Committees in the conduct of their meetings, including preparation of the annual schedule of Board and Committee meetings and the annual Board calendar. She also assists the Board Chairs and its Committees in setting agendas for the meetings, safe keeps and preserves the integrity of the minutes of the meeting of the Board and its Committees, as well as other official records of the Company.
The Corporate Secretary keeps herself abreast on relevant laws, regulations, all governance issuances, relevant industry developments and operations of the Company, and advice the Board and the Chairman on all relevant issues as they arise. She works fairly and objectively with the Board, Management and Shareholders and contributes to the flow of information between the Board and Management, the Board and its Committees, and the Board and its Stakeholders, including Shareholders.
Atty. Rosalinda F. Rivera or Atty. Lynn as she is fondly called in the office is the current Corporate Secretary of JGSHI. She was appointed as Corporate Secretary on August 6, 2003 and has been Assistant Corporate Secretary since May 2002. She is also the Corporate Secretary of Universal Robina Corporation, Robinsons Land Corporation, Cebu Air, Inc., Robinsons Retail Holdings, Inc. and JG Summit Petrochemical Corporation. Prior to joining the Company, she was a Senior Associate in Puno and Puno Law Offices.
She received a degree of Juris Doctor from the Ateneo de Manila University School of Law and a Masters of Law in International Banking from the Boston University School of Law.
The Compliance Officer are monitors, reviews, evaluates and ensures the compliance by the Company; its Officers and Directors with the provisions and requirements of the Corporate Governance Manual and the relevant laws, the Corporate Governance Code, rules and regulations and all governance issuances of regulatory agencies. She also ensures the integrity and accuracy of all documentary submissions to the regulators; identifies possible areas of compliance issues and works towards the resolution of the same. She assists the Board and the Corporate Governance Committee in the performance of their governance functions, including their duties to oversee the formulation or review and implementation of the Corporate Governance structure and policies of the Company.
Arlene S. Denzon is the current Compliance Officer and Vice President of the Corporate Governance and Management Systems (CGMS) of URC. She also serves as the Compliance Officer of Robinsons Land Corporation and JGSHI. Prior to rejoining JGSHI in February 2013, she was the Senior Vice President and Chief Risk Officer (SVP and CRO) in charge of the Enterprise-wide Risk Management Group of Digitel Mobile Philippines, Inc. (DMPI, more popularly known as Sun Cellular) until December, 2012. Ms. Denzon started her career in the Gokongwei Group in 1991 and performed various roles including Accounting Manager of JGSHI until 1997, Assistant Vice President - Special Assistant to the Chairman until 2001, Vice President – Treasurer and Acting Chief Financial Officer of URC International until 2003 before she was seconded to DMPI in 2004. Prior to JGSHI, Ms. Denzon had three years working experience as external auditor in Sycip, Gorres, Velayo & Co.
She was a Certified Public Accountant Board top-notcher and obtained her Bachelor of Accountancy degree, Magna Cum Laude, from the Polytechnic University of the Philippines.