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Home → About Us → Corporate Governance in PLDT → Governance Structures
Corporate Governance in PLDT is shaped by our governance structure and values. These are embodied in two fundamental policies. Our corporate governance structure entrusts authority and resources for the performance of corporate functions and delineates responsibilities for the exercise of such authority. This is defined in our Manual on Corporate Governance, along with our Articles of Incorporation and By-Laws. Our corporate governance principles of Accountability, Integrity, Fairness and Transparency, which shall guide the Company in the conduct of business, are defined in our Code of Business Conduct & Ethics.
Director of PLDT since November 24, 1998 and Chairman of the Governance, Nomination and Sustainability, Executive Compensation, Technology Strategy, and Data Privacy and Information Security Committees of the Board of Directors of PLDT. Mr. Pangilinan was appointed as Chairman of the Board of Directors of PLDT after serving as its President and Chief Executive Officer from November 1998 to February 2004. Since January 1, 2016, he has held the position of President and Chief Executive Officer of PLDT, and served as President and Chief Executive Officer of Smart Communications, Inc. (“Smart”) until August 7, 2019. He also serves as Chairman of Metro Pacific Investments Corporation (“MPIC”), Manila Electric Company (“Meralco”), PXP Energy Corporation and Philex Mining Corporation, and Vice Chairman of Roxas Holdings, Inc., all of which are PSE-listed companies, and of several subsidiaries or affiliates of PLDT or MPIC, including, among others, Smart, Digitel Mobile Philippines, Inc. (“DMPI”), Digital Telecommunications Phils, Inc., (“Digitel”) PLDT Communications & Energy Ventures, Inc., ePLDT, Inc., Beacon Electric Assets Holdings Inc., Philex Petroleum Corporation, Manila North Tollways Corporation, Maynilad Water Services Corporation, Landco Pacific Corporation, Metro Pacific Hospital Holdings, Inc., Medical Doctors Incorporated (Makati Medical Center), Colinas Verdes Corporation (Cardinal Santos Medical Center), Davao Doctors Incorporated, Riverside Medical Center Incorporated, Our Lady of Lourdes Hospital and Asian Hospital Incorporated. He is also the Chairman of MediaQuest Holdings Inc., TV5 Network, Inc. and PLDT-Smart Foundation.
He founded First Pacific Company Limited (“First Pacific”), a Hongkong Stock Exchange-listed company, in 1981 and serves as its Executive Chairman, Managing Director and Chief Executive Officer. Within the First Pacific Group, he also holds the position of President Commissioner of P.T. Indofood Sukses Makmur Tbk, the largest food company in Indonesia.
Outside the First Pacific Group, Mr. Pangilinan is the Chairman of the Board of Trustees of San Beda College and Amateur Boxing Association of the Philippines, a governing body of amateur boxers in the country, and the Chairman Emeritus of the Samahang Basketbol ng Pilipinas. He is also the Chairman of Philippine Business for Social Progress, the largest private sector social action organization made up of the country’s largest corporations and a Co-Chairman of the Philippine Disaster Resilience Foundation, Inc., a non-stock, non-profit foundation established to formulate and implement a reconstruction strategy to rehabilitate and rebuild areas devastated by floods and other calamities, and of the US-Philippine Business Society, a non-profit society which seeks to broaden the relationship between the United States and the Philippines in the areas of trade, investment, education, foreign and security policies and culture.
Mr. Pangilinan has received numerous prestigious awards including the Business Icon Gold Award for having greatly contributed to the Philippine economy through achievements in business and society by Biz News Asia magazine (2008), Global Filipino Executive of the Year for 2010 by Asia CEO Awards, and Philippines Best CEO for 2012 by Finance Asia.
Mr. Pangilinan graduated cum laude from the Ateneo de Manila University, with a Bachelor of Arts Degree in Economics. He received his Master’s Degree in Business Administration from Wharton School of Finance & Commerce at the University of Pennsylvania, where he was a Procter & Gamble Fellow. He was conferred a Doctor of Humanities Degree (Honoris Causa) by the San Beda College (2002), Xavier University (2007), Holy Angel University (2009) and Far Eastern University (2010).
Director of PLDT since January 28, 2020. Retired Judge Argel, Jr. is a member of the Social Security Commission, the Governing Board of the Social Security System (“SSS”) and shares the responsibility for the governance of the SSS in terms of providing policy directions, monitoring, and overseeing management actions. He is a member of the Risk Management and Investment and Audit Committees of the SSC. He performs quasi-judicial functions through decisions rendered on cases involving SSS coverage, benefits, contributions and penalties.
Retired Judge Argel, Jr. started his law career as an associate of private full-service law firms until he formed his own law firm in 1981. While in private practice, he was accredited in 1995 as a Voluntary Labor Arbitrator of the National Conciliation and Mediation Board. He also served as President of the Integrated Bar of the Philippines (Ilocos Chapter) from 1993 to 1995, Provincial Secretary of the National Citizens’ Movement for Free Elections, Chairman of the Ilocos Sur Local Amnesty Board, and member of the People’s Assistance Development Action Center, Inc. His stint in the government started when he was elected as a member of the Sangguniang Bayan of Vigan City in 1980. In 2008, he received the Legislator’s award given by the City Government of Vigan in recognition of his accomplishments and contributions as former legislator of Vigan City. In 1995, he was appointed as Regional Trial Court (RTC) Judge of Laoag City, and served as Executive Judge from 2005 to 2007 and Presidential Assistant for Region 1 in the Philippine Judges Association. Judge Argel, Jr. retired from the Judiciary in 2015. His record of public service as a judge was marked by a very high degree of competence, integrity, dedication and independence.
He obtained his Bachelor of Arts in Philosophy and Bachelor of Laws Degrees from San Beda College.
Director of PLDT since June 18, 1986, Ms. Dee is the Chairperson of EEI Corporation, House of Investments, Petro Energy Resources Corporation, Rizal Commercial Banking Corporation, all of which are PSE-listed companies. She is the Chairperson, Vice Chairperson or a director of several companies engaged in banking, insurance and real property businesses.
Ms. Dee received her Master’s Degree in Business Administration from De La Salle University.
Director of PLDT since November 24, 1998 and a member of the Technology Strategy and Data Privacy and Information Security Committees of the Board of Directors of PLDT. He is Senior Advisor to the President and CEO of PLDT since January 28, 2019. Atty. Espinosa was PLDT’s Chief Corporate Services Officer from December 2016 until January 28, 2019, and previously served as President and CEO of ePLDT, Inc. and its subsidiaries from July 2000 until April 2010 and as President and CEO of TV5 Network Inc. and Cignal TV, Inc. from December 2009 until May 2013. In June 2013, he joined First Pacific Company Limited as Associate Director. Atty. Espinosa is also the President and CEO of Meralco. He is a director of Roxas Holdings Inc., an independent director of Lepanto Consolidated Mining Company and chairman of its Audit Committee, and an independent director of Maybank Philippines Inc. and chairman of its Risk Management Committee. He is the chairman of the Philstar Group of Companies and BusinessWorld Publication Corporation. He is a trustee of the PLDT-Smart Foundation Inc. and the Beneficial Trust Fund of PLDT.
Atty. Espinosa has a Master of Laws degree from the University of Michigan School of Law and a Bachelor of Laws degree from the Ateneo de Manila University School of Law, and is a member of the Integrated Bar of the Philippines. He was a partner at SyCip Salazar Hernandez & Gatmaitan from 1982 to 2000, a foreign associate at Covington and Burling (Washington, D.C.) from 1987 to 1988, and a law lecturer at the Ateneo de Manila University School of Law from 1983 to 1985 and 1989. He placed first in the 1982 Philippine Bar Examinations.
Director of PLDT since November 3, 2011 and member of the Technology Strategy and Risk Committees and an Advisor of the Audit Committee of the Board of Directors of PLDT. Mr. Go is the Chairman of JG Summit Holdings, Inc. (JGSHI) and Cebu Air, Inc. and holds the position of Chairman and Chief Executive Officer of Oriental Petroleum and Minerals Corporation. He is also the Chairman Emeritus of Universal Robina Corporation, Robinsons Land Corporation, JG Summit Petrochemical Corporation, and JG Summit Olefins Corporation. He is the Vice Chairman of Robinsons Retail Holdings, Inc. and is a Director of Manila Electric Company and Meralco Powergen Corporation. He is also the President and a Trustee of the Gokongwei Brothers Foundation, Inc.
Mr. James L. Go obtained his Bachelor of Science Degree and Master of Science Degree in Chemical Engineering from Massachusetts Institute of Technology, USA.
Director of PLDT from July 6, 2021, an advisor to the Audit Committee and a member of the Governance, Nomination and Sustainability, Executive Compensation, Technology Strategy, Risk, and Data Privacy and Information Security Committees of the Board of Directors of PLDT. Mr. Kozu is Director of the Core Network Development Department of NTT DOCOMO, INC. Tokyo, Japan. Prior to this, he served as Senior Manager of Packet Network System Development Department, DOCOMO Technology, Inc., Tokyo, Japan (2016 to 2020), Director of System Management Department, mmbi Inc., Tokyo, Japan (2013 to 2016), and Senior Manager of the Networking Research Group, DOCOMO Communications Laboratories, Munich, Germany (2010 to 2013). Mr. Kozu started his career in NTT DOCOMO INC., Tokyo, Japan as Engineer (1997 to 2002) and then as Manager of Core Network Development Department (2002 to 2010).
Mr. Kozu obtained his Bachelor of Arts and Master of Arts degrees in Electrical Engineering and Computer Science from Yokohama National University, Kanagawa, Japan.
Independent director of PLDT since September 28, 2015 and independent member of the Audit, Governance, Nomination and Sustainability, Executive Compensation, Risk, and Data Privacy and Information Security Committees of the Board of Directors of PLDT. He is the Chairman and Chief Executive Officer of GOLDEN ABC, Incorporated. (“GABC”), a fashion retail company which creates and sells its own clothing, personal care and accessory lines marketed and retailed under a dynamic portfolio of well-differentiated proprietary brands. He is the Group Chairman of LH Paragon Incorporated, a business holdings company which has under its management GABC and other companies in various industries, namely, Matimco Incorporated, Oakridge Realty Development Corporation, Basic Graphics Incorporated, Essentia Medical Group Incorporated, Red Logo Lifestyle Inc., Greentree Food Solutions, Inc., and a director of GABC International Pte Limited (SG) and GABC Singapore Retail Pte Ltd. He is a trustee for Children’s Hour Philippines, and until March 27, 2018, was an independent member of the Board of Trustees of the PLDT-SMART Foundation, Inc.
Mr. Liu graduated with a Bachelor of Science Degree in Architecture from the University of San Carlos, Cebu, and completed the Executive Education Owner/President Management Program of the Harvard Business School. Over the years, Mr. Liu and GABC under his leadership have been recognized by different award-giving bodies. Awards include, among others, the Agora Award for Outstanding Achievement in Entrepreneurship from the Philippine Marketing Association, Ten Outstanding Young Men for Entrepreneurship, Global Retailer of the Year from the Philippine Retailers Association and the Department of Trade and Industry, and the ASEAN Business Award of Excellence for Priority Integration Sector in Retail.
Independent director of PLDT since April 23, 2013 and independent member of the Audit, Governance, Nomination and Sustainability, and Executive Compensation Committees, and Chairman of the Risk Committee of the Board of Directors of PLDT. He was appointed as Lead Independent Director effective March 21, 2019 and served as an independent member of the Advisory Board and an independent non-voting member of the Governance and Nomination Committee of the Board of Directors of PLDT from June 9, 2009 to May 6, 2013. Currently, Hon. Panganiban is also an independent director of Meralco, Petron Corporation, First Philippine Holdings Corporation, Metro Pacific Investments Corporation, Robinsons Land Corporation, GMA Network, GMA Holdings, and Asian Terminals, Inc., and a regular director of Jollibee Foods Corporation, all of which are PSE-listed companies, as well as Senior Adviser of Metropolitan Bank and Trust Company, a member of the Advisory Council of the Bank of the Philippine Islands and an adviser of Double Dragon Properties, Corp. He is also Chairman of the Board of Trustees of the Foundation for Liberty and Prosperity, and of the Board of Advisers of Metrobank Foundation, Inc., a trustee of Tan Yan Kee Foundation and Claudio Teehankee Foundation, President of the Manila Metropolitan Cathedral-Basilica Foundation, a member of the Advisory Board of World Bank (Philippines), Chairman-Emeritus of the Philippine Dispute Resolution Center, Inc., Chairman of the Philippine National Committee of the Asean Law Association, a member of the Permanent Court of Arbitration in The Hague, Netherlands, and a column writer of the Philippine Daily Inquirer.
Hon. Panganiban served the Supreme Court of the Philippines for more than 11 years, first as Associate Justice (October 10, 1995 to December 20, 2005) and later, as Chief Justice (December 21, 2005 to December 6, 2006) during which he sat concurrently as Chairperson of the Presidential Electoral Tribunal, Judicial and Bar Council and Philippine Judicial Academy. He has received over 250 awards in recognition of his role as jurist, practicing lawyer, professor, civic leader, Catholic lay worker and business entrepreneur, including “The Renaissance Jurist of the 21st Century” given by the Supreme Court on the occasion of his retirement from the Court.
Hon. Panganiban graduated cum laude from Far Eastern University with a Bachelor of Laws Degree in 1960, and was conferred a Doctor of Laws Degree (Honoris Causa) by the University of Iloilo (1997), Far Eastern University (2002), University of Cebu (2006), Angeles University (2006) and Bulacan State University (2006). He was co-founder and past president of the National Union of Students of the Philippines.
Director of PLDT from June 8, 2021 and Advisor to the Data Privacy and Information Security Committee from November 5, 2020. Mr. Panlilio was appointed PLDT President and Chief Executive Officer on June 8, 2021 and has been the PLDT Group Chief Revenue Officer since July 1, 2019 and the President and CEO of Smart since August 8, 2019. He is likewise the President and CEO of Digital Telecommunications Philippines, Inc. (Digitel), Digitel Mobile Philippines, Inc. (DMPI) and Talas Data Intelligence, Inc., and the Chairman, President and CEO of Asia Netcom Philippines Corporation, Digitel Crossing, Inc., and Mabuhay Investments Corporation, the Chairman and President of Telesat, Inc., ACeS Philippines Cellular Satellite Corporation, and Smart Broadband, Inc., the President of MVP Rewards and Loyalty Solutions, Inc., Airborne Access Corporation, I-Contacts Corporation, PLDT Communications and Energy Ventures, Inc., and Primeworld Digital Systems, Inc., and the Chairman of ePLDT, Inc., ePDS, Inc., IP Converge Data Services, Inc., IPC Rack It Data Center, Inc., Bonifacio Communications Corporation, PLDT Clark Telecom, Inc., PLDT Subic Telecom, Inc., ABM Global Solutions, Inc., Curo Teknika, Inc., PLDT-Maratel, Inc., and PLDT-Philcom, Inc.
He also serves as Director of Cignal TV, Inc., Asean Telecom Holdings Sdn. Bhd., PLDT Global Corporation, Chikka Holdings Limited, Connectivity Unlimited Resources Enterprises, Inc., Wifun, Inc., and Vega Group of Companies, Independent Director of CEMEX Holdings Philippines, Inc., Board Member of Makati Central Estate Association, Inc. (MACEA) and Trustee of PLDT-Smart Foundation, Inc., Asian Carrier Conference, Inc., Kapampangan Development Foundation, and Philpop Musicfest Foundation, Inc. He is the President of Samahang Basketbol ng Pilipinas, Inc., MVP Sports Foundation, Inc., First Vice President of Philippine Olympic Committee, Second Vice President of FIBA Asia Central Board, Treasurer of National Golf Association of the Philippines and Manila Golf Country Club, Inc., Philippine Basketball Association Governor for the Meralco Bolts, and a member of the Management Association of the Philippines.
Prior to joining PLDT and Smart, Mr. Panlilio was Meralco’s Senior Vice President and Head of Customer Retail Services and Corporate Communications from September 2010 to June 2019, championing innovation and transformation for the customers. He served as Chairman of Radius Telecoms, Inc., e-Meralco Ventures Inc., Paragon Vertical Corporation, Powersource First Bulacan Solar, Inc. and Pure Meridian Hydropower Corporation. He was also a Vice Chairman of Aclara Meters Philippines, Inc., and director of CIS Bayad Center Inc., Corporate Information Solutions, Inc., Customer Frontline Solutions, Inc., Meralco Energy, Inc., MRAIL Inc., Miescor, Comstech Integration Alliance, Inc. and MSpectrum, Inc. He was a trustee of One Meralco Foundation, Inc. and Meralco Power Academy, and Associate Board Member of Semiconductor and Electronics Industries in the Philippines, Inc.
Mr. Panlilio was the 2013 CEO Excel Awardee of the International Association of Business Communicators Philippines.
He was one of seven finalists in the Rising Star (individual) category of the PLATTS Global Energy Awards 2015 held in
New York, and has received multiple local and international awards for customer management and business
communication excellence. Mr. Panlilio holds a Bachelor of Science Degree in Business Administration (Computer
Information Systems) from California State University-San Francisco State University and obtained his Master in Business Administration at J. L. Kellog School of Management of Northwestern University/the Hongkong University of
Science and Technology.
Director of PLDT since July 11, 2016 and is a member of the Technology Strategy Committee of the Board of Directors of PLDT. Ambassador del Rosario was the former Secretary of Foreign Affairs of the Philippines from February 2011 to March 2016 and served as Philippine Ambassador to the United States of America from October 2001 to August 2006. Prior to entering public service, he was on the Board of Directors of various firms. His business career for over four decades has spanned the insurance, banking, real estate, shipping, telecommunications, advertising, consumer products, retail, pharmaceutical and food industries.
Ambassador del Rosario is the Chairman of Philippine Stratbase Consultancy, Inc., Gotuaco del Rosario Insurance Brokers, Inc., Stratbase ADR Institute, Inc., Citizens for Promoting Human Rights, Inc. and a director of Metro Pacific Investments Corporation and Rockwell Land Corporation (both PSE-listed companies), Indra Philippines, Inc., Metro Pacific Tollways Corporation, Two Rivers Pacific Holdings Corporation, Metro Pacific Resources, Inc., Metro Pacific Holdings, Inc., Metro Pacific Asset Holdings, Inc., Philippine Telecommunications Investment Corporation, Enterprise Investments Holdings, Inc. and Asia Insurance (Phil.) Corp. He is also a trustee of the Carlos P. Romulo Foundation for Peace & Development and Philippine Cancer Society, Inc. and a member of Asia Society Global Council and an Advisory Board of CSIS Southeast Asia Program and Metrobank Foundation, Inc.
Ambassador del Rosario received numerous awards and recognition for his valuable contributions to the Philippines and abroad. In September 2004, he was conferred the Order of Sikatuna, Rank of Datu, by H.E. President Gloria Macapagal-Arroyo for his outstanding efforts in promoting foreign relations for the Philippines and the Order of Lakandula with a Rank of Grand Cross (Bayani) for acting as Co-Chair of the 2015 APEC in December 2015. He was a recipient of the EDSA II Presidential Heroes Award in recognition of his work in fostering Philippine democracy in 2001 and the Philippine Army Award from H.E. President Corazon Aquino for his accomplishments as Chairman of the Makati Foundation for Education in 1991. He was awarded as 2013 Professional Chair for Public Service and Governance by Ateneo School of Government and the Metrobank Foundation, 2014 Management Man of the Year by Management Association of the Philippines, 2016 Outstanding Government National Official by Volunteers Against Crime and Corruption (VACC), 2016 Asia CEO Award as Life Contributor, and Manuel L. Quezon Gawad Parangal as Quezon City’s Most Outstanding Citizens for 2016. He was elevated to the Xavier Hall of Fame in New York City in 2006. He received the AIM Washington Sycip Distinguished Management Leadership Award in 2011, Doctor of Laws (Honoris Causa) for “principled commitment to democracy, integrity and the rule of law both at home and around the globe” conferred by the College of Mount Saint Vincent, New York City in September 2015, Rotary Club Makati West’s First “Albert del Rosario Award” (Tungo sa Makatarungang Pamumuhay) in August 2016, Outstanding Leadership in Diplomatic Service by Miriam College Department of International Studies and Philippine Tatler’s Diamond Award both in November 2016. On September 25, 2018, he was conferred the Honorary Degree of Doctor for Humanities by the Ateneo de Manila University for staunchly defending the sovereignty and territorial integrity of the country, raising the standards of economic diplomacy and proactively ensuring the safety and security of overseas Filipinos everywhere.
Ambassador del Rosario graduated from New York University with a Bachelor of Science Degree in Economics.
Independent Director of PLDT from June 8, 2021 and Chairman of the Audit Committee, and independent member of the Governance, Nomination and Sustainability, Executive Compensation, and Risk Committees of the Board of Directors of PLDT. Ms. Siy is likewise an independent director of Cebu Air Inc., a PSE-listed company, and is a director and the President of B289 Properties, Inc., Ramona Holdings Corporation, Interworld Properties Corporation and Glenfield Properties, Inc., the Chairperson of the Board of Directors of Epicurean Partners Exchange Inc. (EPEI), and a director of Fil-Pacific Apparel Corporation (FPAC), Authentic American Apparel Corporation, Coffee Master, Inc. (CMI), Coffee Concepts Corporation, Roasters Phils., Inc., Ruby Jacks Manila, Inc., Futureheads Industries, Inc., Space Modern Incorporated, Vast and Silver Corporation, BWF Holdings, Inc., Core Lifestyle Clothing, Inc., Lauderdale Corporation, Master Holdings Corporation, Twin Rivers Holdings, Inc. Goldlink Holdings, Inc., Richfield, Inc. and Salomon Realty Corporation. She is the Chairperson of the Board of Trustees of Ateneo de Manila University, a fellow and trustee of Foundation for Economic Freedom, and a member of the Management Association of the Philippines. She previously served as President and Chief Executive Officer of FPAC from 1987 to 1997 and from 2004 to 2013, EPEI Inc. from 1994 to 2011, CMI from 1998 to 2011, and Consultant to the Board of Directors of Development Bank of the Philippines from November 2012 to June 2014.
Ms. Siy obtained her Bachelor of Arts Degree in Economics Magna Cum Laude from Ateneo de Manila University and Master’s Degree in Management with Majors in Finance and Accounting from J.L. Kellogg Graduate School of Management of Northwestern University in Chicago, Illinois, USA.
Director of PLDT from August 26, 2021. Mr. Wakai is the Senior Vice President in charge of Global Business in the Business Solution Division of NTT Communications Corporation (NTT Com). He joined Nippon Telegraph and Telephone Company (NTT) in 1989 and has been engaged in global telecoms and IT business for the past 25 years. Mr. Wakai was involved in the establishment of subsidiaries and branch offices in China, Taiwan and Korea, and played a major role in construction of international submarine cable systems. After serving as Senior Manager of IP Transit Business of NTT Com Asia (Hong Kong) and Director of International Business at Verio (USA), he moved to NTT Com in Japan and became Head of Server Hosting Team in 2006, Head of Carrier Relations in 2008 and Vice President of Global IP Network in 2009. Mr. Wakai moved to London as Deputy Managing Director and COO of NTT Europe Limited in 2012. In 2017, he moved to Singapore to serve as President and CEO of NTT Singapore Pte. Limited.
Mr. Wakai graduated with a Bachelor's Degree in Political Science from Keio University in Tokyo, Japan, and holds a Master's Degree in International Relations from International University in Niigata, Japan.
Director of PLDT since November 14, 2016. Ms. Zamora is the Chairman of the Board of Willis Towers Watson Insurance Brokers, Inc., and a member of the Board of Trustees of the Asian Institute of Management and ABS-CBN Foundation Inc. She is the President of the UP Sigma Delta Phi Alumnae Association and co-founded the Filipina CEO Circle. She was Chairman of Convergys Philippines until December 2018, Managing Director for Asia Pacific, Europe, Middle East, Africa for Convergys Corporation, and served as the first Country Manager of Convergys Philippines, setting up its first contact center in 2003 and leading its growth as the country’s largest private employer. Prior to this, Ms. Zamora served as Managing Director of Headstrong Phils. She was also with IBM Philippines where she held a number of sales, marketing and management positions during her 18-year tenure with the company. She is the 3rd woman President and the 68th President of the Management Association of the Philippines. Honors conferred on Ms. Zamora include the Asia CEO Awards 2011 Global Filipino Executive of the Year, the ‘Go Negosyo’ Woman STARpreneuer Award 2012, and the 100 Most Influential Filipino Women in the World 2013.
Ms. Zamora received her Bachelor of Arts Degree (major in Mathematics & History) from the College of the Holy Spirit and studied in the University of the Philippines and the Wharton School of the University of Pennsylvania.
Our Board is composed of 13 qualified and competent members, each highly regarded in his or her respective fields and/or industry. Our directors possess complementary skills and expertise, and the requisite independence, probity and diligence as they exercise their fiduciary duties. Our Board has three independent directors selected on the basis of specific independence criteria set out under applicable laws and rules, our By-laws and CG Manual, who are free from any business or other relationships with PLDT and its subsidiaries which could, or could reasonably be perceived to, materially interfere with the exercise of independent judgment in carrying out their responsibilities as independent directors. Hon. Artemio V. Panganiban was appointed by the Board as Lead Independent Director on June 9, 2020 and was re-appointed on June 8, 2021 pursuant to the Code of Corporate Governance for Publicly-Listed Companies. The Company does not have shareholder agreements, by-laws provisions, or other arrangements that constrain a director’s ability to make objective decisions and vote independently.
Our directors are all business owners or leaders and hold, or have held, senior management positions. They all have extensive experience in their respective fields or industries, such as telecommunications, Information and Communication Technology (ICT), business processing, infrastructure, power, insurance, real property development, retail and agriculture businesses, law and public administration. Mr. James L. Go, Mr. Shigeki Hayashi and Mr. Junichi Igarashi, for example, have extensive experience in the telecommunications industry, the major sector in which PLDT operates.
The activities of the Board, as assisted by its Board Committees, include the following:
Guidelines on the Search, Screening, and Selection of Directors
In 2020, our Board held 12 meetings (9 regular Board meetings, 2 special Board meetings and 1 organizational Board meeting). In each meeting, a quorum of at least two-thirds of the Board members, including at least one independent director, was present. All independent directors were present in the Annual Stockholders’ Meeting held on June 9, 2020. The respective Chairmen of the Audit; Governance, Nomination and Sustainability; Executive Compensation; Risk; and Technology Strategy Committees were likewise present in the said meeting
Our Board is ably assisted by an Advisory Committee that provides guidance and suggestions, as necessary, on matters deliberated upon during Board meetings. The diversity of the expertise, knowledge and experience of these advisors serves to complement that of the Board.
Audit Committee Charter
Governance, Nomination and Sustainability Committee Charter
1 Appointed on July 6, 2021 vice Mr. Junichi Igarashi Executive Compensation Committee Charter
The RC assists the Board in fulfilling its governance functions relating to risk management. These functions include overseeing Management’s adoption and implementation of a system for identifying, assessing, monitoring and managing key risk areas, and reviewing Management’s reports on the Company’s major risk exposures and Management’s plans and actions to minimize, control or manage the impact of such risks.
Technology Strategy Committee Charter
PLDT's internal audit organization determines whether the Company's structure of risk management, control and governance processes are adequate and functioning to provide reasonable assurance that:
1. Risks are appropriately identified, managed and reported;
2. Significant financial, managerial, and operating information are accurate, reliable and timely;
3. Employees’ actions are in compliance with policies, standards, procedures, and applicable laws and
4. Resources are acquired economically, used efficiently and are adequately protected;
5. Programs, plans and objectives are achieved;
6. Quality and continuous improvement are fostered in our control processes; and
7. Significant legislative or regulatory issues impacting the Company are recognized and addressed appropriately.
To provide for the independence of the internal audit organization, its personnel report to the head of the Internal Audit Group, being the Chief Audit Officer/Internal Audit Head, who reports functionally to the Audit Committee and administratively to the President and CEO. The Chief Audit Officer is accountable to management and the Audit Committee in the discharge of his duties and is required to:
1. Provide annually, an assessment on the adequacy and effectiveness of processes for controlling
activities and managing risks;
2. Report significant issues related to the processes of controlling activities, including potential
improvements to such processes, and provide information concerning such issues; and
3. Periodically provide information on the status and results of the annual internal audit plan and the
sufficiency of our internal audit organization’s resources.
The Company’s internal audit organization has a charter approved by the Audit Committee that complies with the International Standards for the Professional Practice of Internal Auditing of The Institute of Internal Auditors, in the discharge of its scope of work and responsibilities.
The Company’s internal control system is based on the COSO Framework (Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control–Integrated Framework), which defines internal control as a process, effected by the Company’s Board of Directors, Management and other personnel, designed to provide reasonable assurance regarding the achievement of objectives in the following categories:
Management is responsible for establishing and maintaining adequate internal controls. The Audit Committee assists the Board in its oversight responsibilities for the Company’s financial reporting, internal control system, internal audit and independent audit mechanisms. The Audit Committee discusses with the internal audit organization and external auditor the overall scope and plans for their respective audits, the results of their examination and their evaluation of the adequacy and effectiveness of the internal controls and overall quality of the PLDT Group’s financial reporting. The Audit Committee reviews and discusses the audited financial statements with Management and the external auditor, as well as significant changes to the Company’s auditing and accounting principles and policies.
The Company discloses annually its assessment of the effectiveness of internal control over financial reporting at the end of the fiscal year.
In 2018, the Audit Committee approved the appointment of the new Internal Audit Head, Mr. Luis S. Reñon, effective July 1, 2018, to replace Mr. Jun R. Florencio who retired from the Company on the same date. The Board confirmed the appointment of Mr. Reñon on August 9, 2018. Chief Governance Officer
The CG compliance system established in the CG Manual includes the designation by the Board of a Chief Governance Officer who reports to the Chairman of the Board and the GNSC. The primary responsibilities of the Chief Governance Officer include monitoring compliance with the provisions and requirements of corporate governance laws, rules and regulations, reporting violations and recommending the imposition of disciplinary actions, and adopting measures to prevent the repetition of such violations.
In addition, the Chief Governance Officer assists the Board and the GNSC 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, the establishment of an evaluation system to verify and measure compliance with the CG Manual in relation to related laws, rules and regulations, and to oversee the conduct of a self-assessment of the performance and effectiveness of the Board, the Board Committees, and individual Board members in carrying out their functions. Corporate Governance Office
The CGO is responsible for the continuing development, drafting, issuance and review of appropriate corporate governance policies, attending to reports received through the whistleblowing facility, addressing queries and providing opinions or guidance on corporate governance matters to operating units, initiating enforcement actions to ensure compliance with corporate governance policies, and maintaining a corporate governance education and communication program that sees to the development of the proper knowledge, skills, attitudes, and habits that would promote voluntary observance of corporate governance policies. Enterprise Risk Management
The Risk Committee assists the Board in fulfilling its oversight responsibilities for the Company’s identification, assessment and management of enterprise risks. The Risk Committee reviews and discusses with Management the Company’s major risk exposures and the corresponding risk mitigation measures, and receives periodic status reports on the PLDT Group’s enterprise risk management activities from the PLDT Group Enterprise Risk Management Department.
The complex and dynamic business environment that the PLDT Group operates in gives rise to a variety of risks. The Enterprise Risk Management Department is in charge of managing an integrated risk management program with the goal of identifying, analysing and managing the PLDT Group’s risks to an acceptable level, so as to enhance opportunities, reduce threats, and thus sustain competitive advantage.
The Enterprise Risk Management (ERM) Framework adopted by the PLDT Group is based on the principles and framework promulgated by the Committee of Sponsoring Organization of the Treadway Commission (COSO). The ERM process used by the Group Enterprise Risk Management Department is based on the ISO 31000 standard on risk management.
The ERM Framework requires all members of the PLDT Group to select and implement a treatment strategy to address high-priority risks. Suitable risk treatment strategies and action plans are developed by operational units. The risk owner shall be responsible for coordinating and engaging the different teams involved in the implementation of the strategies and action plans. Appropriate resources are made available to ensure these plans are implemented effectively.
Proper implementation of treatment strategies are documented creating an audit trail for periodic audits by Internal Audit and/or external auditors to test compliance with agreed upon policies and strategies. External Audit
The external auditor is appointed by the Audit Committee which reviews its qualifications, performance and independence. To ensure objectivity in the performance of its duties, the external auditor is subject to the rules on rotation and change (every five years); general prohibitions on hiring by the Company of staff of the external auditor; and full and appropriate disclosure to and prior approval by the Audit Committee of all audit and non-audit services and related fees for such services. Approval of non-audit work by the external auditor is principally tested against the standard of whether such work will conflict with its role as an independent auditor or would compromise its objectivity or independence as such. View the PLDT Governance Structures