2016 ANNUAL REPORT
First Gen recognizes the importance of good corporate governance as a tool to achieve longterm success for the Company, as well as secure its sustained competitiveness in the energy industry. To this end, First Gen has put a premium on compliance with corporate governance regulations in the country, as well as the continued improvement of its corporate governance structures to comply with global best practices.

Our Directors and Board Committees

The corporate governance structures of First Gen are managed and driven by its Board of Directors, which is composed of individuals of proven competence and integrity. The Board is responsible for guiding the Company in fulfilling its economic targets and governance aspirations. The Company’s directors and officers make it a point to keep themselves abreast with the latest standards in corporate governance. All of the Company’s directors and key officers regularly participate in corporate governance seminars to further enhance their knowledge and understanding of governance structures, roles, and responsibilities.
Acknowledging independent judgment as a driver of good corporate governance, the Company increased the number of Independent Directors with the election of Dr. Cielito F. Habito on May 11, 2016. With the election of Dr. Habito, one-third (1/3) of the Company’s Board of Directors are now composed of Independent Directors.
The Board of Directors of First Gen consists of nine (9) members, including three (3) Independent Directors, each of whom is elected by the Company’s qualified stockholders during the annual general meeting held every second Wednesday of May of each year. Independent Directors Tony Tan Caktiong, Jaime I. Ayala, and Cielito F. Habito have neither interest nor relationship with First Gen that may hinder their independence from the Company or its management, or interfere with the exercise of independent judgment in carrying out their responsibilities.
Pursuant to the Company’s Manual on Corporate Governance and in compliance with the principles of good corporate governance, the members of the Board have also been selected members of the following standing committees: the Nomination and Governance Committee, the Compensation and Remuneration Committee, the Audit Committee, and the Risk Management Committee.
The Nomination and Governance Committee is composed of at least three (3) members, one (1) of whom shall be an Independent Director. It is presently composed of Chairman Federico R. Lopez, Director Richard B. Tantoco, and Independent Director Tony Tan Caktiong.
Under the Nomination and Governance Committee Charter, the committee exercises the principal function of selecting Directors and evaluating their qualifications as shall be consistent with the By-laws and Manual on Corporate Governance. The committee makes sure that a Board election will result in a mix of proficient Directors, each of whom will be able to add value and bring prudent judgment to the Board of Directors. It is also tasked to review the structure, size, and composition of the Board and make appropriate recommendations thereto. It shall likewise review with the Board, on an annual basis or as may be needed, the appropriate skills, characteristics, and training required by the Directors.
The committee also holds the responsibility of reviewing and evaluating the qualifications of persons nominated for positions that require Board approval. It likewise has the duty to assess the effectiveness of the Board’s processes and procedures in the election or replacement of Directors. It also reviews the recommendations of the Compliance Officer in relation to the Manual on Corporate Governance, as well as other corporate governance rules and regulations.