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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, three (3) 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, 2021.

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.

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 23 April 2021)

EXECUTIVE COMMITTEE
Chairman: Frederic C. DyBuncio (ED)
Member: Dennis A. Uy (NED)
Member: Elmer B. Serrano (ED)

AUDIT COMMITTEE
Chairman: Laurito E. Serrano (ID)
Member: Paquito N. Ochoa, Jr. (ID)
Member: Ma. Concepcion F. de Claro (NED)

CORPORATE GOVERNANCE COMMITTEE
Chairman: Paquito N. Ochoa, Jr. (ID)
Member: Laurito E. Serrano (ID)
Member: Jesus G. Dureza (ID)

RISK OVERSIGHT COMMITTEE
Chairman: Jesus G. Dureza (ID)
Member: Laurito E. Serrano (ID)
Member: Frederic C. DyBuncio (ED)

RELATED PARTY TRANSACTION COMMITTEE
Chairman: Paquito N. Ochoa. Jr. (ID)
Member: Laurito E. Serrano (ID)
Member: Ma. Concepcion F. de Claro (NED)

Independent Director – ID
Non-Executive Director – NED
Executive Director – ED

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 Risk Oversight 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.

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 respective business unit heads with the oversight functions from the Risk Oversight Committee. In 2020, the Group continued to develop its Enterprise Risk Management Program whereby risks of each department are identified by the Business Unit Heads, assessed/evaluated and treated to reduce the risk to an acceptable level. The risk treatment procedures are regularly monitored and communicated to the Risk Oversight. Committee. 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 on the emergency response during the conduct its regular drills and table top exercises to ensure maximum preparedness in the event of a disaster and/or crisis.

» View Risk Oversight 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

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 meets on a regular basis in between Board meetings 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.

» View Executive Committee Charter