*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.

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.

» 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 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.

» View Corporate Governance Committee Charter

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.

» 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 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.

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