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Corporate Governance

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, four (4) of whom, including the Vice-Chairman, 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.

Director Designation Directorship Year First Elected
Dennis A. Uy

Chairman of the Board

Non-Executive Director Feb. 2017
Francis C. Chua Vice Chairman Independent Director Jan. 2011
Frederic C. Dybuncio President/Chief Executive Officer Executive Director Apr. 2017
Atty. Elmer B. Serrano Director Executive Director Feb. 2017
Ma. Concepcion F. de Claro Director Non-Executive Director Apr. 2017
Atty. Joseph C. Tan Lead Independent Director Independent Director Feb. 2017
Amb. Raul Ch. Rabe Independent Director Independent Director Dec. 2010
Laurito E. Serrano Independent Director Independent Director Apr. 2017
Chryss Alfonsus V. Damuy Director Non-Executive Director Apr. 2018
Director 2018 %
1/18 2/23 4/5 4/5 5/7 7/26 11/8
R S R O S R R
Dennis A. Uy ✔ ✔ ✔ ✔ ✔ ✔ ✔ 100%
Francis C. Chua ✔ ✔ ✔ ✔ ✔ ✔ ✔ 100%
Frederic C. DyBuncio ✔ ✔ ✔ ✔ ✔ ✔ ✔ 100%
Elmer B. Serrano ✔ ✔ ✔ ✔ ✔ ✔ ✔ 100%
Ma. Concepcion F. de Claro ✔ ✔ ✔ ✔ ✔ ✔ ✔ 100%
Joseph C. Tan ✔ ✔ ✔ ✔ ✔ ✔ ✔ 100%
Raul Ch. Rabe ✔ ✔ ✔ ✔ ✔ Χ ✔ 86%
Laurito E. Serrano ✔ ✔ ✔ ✔ ✔ ✔ ✔ 100%
Chryss Alfonsus V. Damuy* N/A N/A N/A ✔ ✔ ✔ ✔ 100%

*Mr. Chryss Alfonsus V. Damuy was elected to the Board on April 5, 2018.
R – Regular
S – Special
O – Organizational

To focus on specific tasks and responsibilities, the Board adopted seven (7) Board Committees, namely the Executive Committee, Audit Committee, IT Steering Committee, Compensation Committee, Risk Management Committee, Related Party Transactions Committee and Corporate Governance Committee.

The Compensation Committee is responsible for the compensation philosophy of the Company, which contain director and employee compensation, benefits and incentive plans.

Compensation Committee
Office Director 4/5/18 11/8/18
Chairman
(Executive Director)
Dennis A. Uy ✔ ✔
Member
(Non-Executive Director)
Frederic C. DyBuncio ✔ ✔
Member
(Non-Executive Director)
Elmer B. Serrano ✔ ✔

Remuneration of Directors and Senior Management

Members of the Board of Directors receive a per diem for each meeting attended. Total compensation paid to directors is disclosed annually in the Definitive Information Statement sent to shareholders, together with the Notice of the Annual Stockholders’ Meeting.

The corporate compensation philosophy for executive remuneration in 2GO is – meritocracy based. Commensurate compensation is given based on the annual performance evaluations of 2GO’s executives. Any change in compensation is subject to full discussion and concurrence by the Board upon the review and recommendation of the Compensation, Remuneration and Nomination Committee.

» View Compensation Committee Charter

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.

Audit Committee
Office Director
Chairman (Independent Director) Laurito E. Serrano
Member (Independent Director) Joseph C. Tan
Member (Non-Executive Director) Ma. Concepcion F. de Claro
Director 2018
1/11 2/21 4/5 4/27 5/23 7/19 8/22 10/1 11/6 11/8 12/7
Laurito E. Serrano ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔
Joseph C. Tan ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔
Ma. Concepcion F. de Claro ✔ ✔ ✔ ✔ X ✔ ✔ ✔ ✔ ✔ ✔

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.

Risk Management Committee
Office Director 2018
4/5 5/29 11/6 11/8
Chairman
(Independent Director)
Raul Ch. Rabe ✔ ✔ ✔ ✔
Member
(Independent Director)
Laurito E. Serrano ✔ ✔ ✔ ✔
Member
(Executive Director)
Frederic C. DyBuncio ✔ ✔ X ✔

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 Risk Oversight Committee. In 2016, the Group continued to develop its Enterprise Risk Management program by addressing the Business Continuity Plans of its various business units, particularly those units exposed to technology-based risks. 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 and conduct regular drills to ensure maximum preparedness in the event of a disaster and/or crisis.

» View Risk Management 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.

Corporate Governance Committee
Office Director 2018
2/23 4/5 11/8
Chairman (Independent Director) Joseph C. Tan ✔ ✔ ✔
Member (Independent Director) Laurito E. Serrano ✔ ✔ ✔
Member (Independent Director) Raul Ch. Rabe ✔ ✔ ✔

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

Related Party Transactions Committee
Office Director 4/5/18 11/8/18
Chairman
(Independent Director)
Joseph C. Tan ✔ ✔
Member
(Independent Director)
Amb. Raul Ch. Rabe Χ ✔
Member
(Non-Executive Director)
Ma. Concepcion F. de Claro ✔ ✔

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 is tasked 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.

Executive Committee
Office Director
Chairman (Executive Director) Frederic C. DyBuncio
Member (Non-Executive Director) Dennis A. Uy
Member (Executive Director) Elmer B. Serrano
IT Steering Committee
Office Director 2018
4/5 5/23 7/19 8/23 11/6
Chairman*
(Executive Director)
Frederic C. DyBuncio ✔ ✔ N/A N/A N/A
Chairman*
(Independent Director)
Joseph C. Tan ✔ ✔ ✔ ✔ ✔
Member
(Non-Executive Director)
Laurito E. Serrano ✔ ✔ X ✔ ✔
Member
(Executive Director)
Ma. Concepcion F. de Claro ✔ X ✔ X ✔

*Atty. Joseph C. Tan replaced Mr. Frederic C. DyBuncio as Chairman of the Committee on May 23, 2019.