Corporate Governance

First Gen has adopted a manual on corporate governance to institutionalize the principles of good governance. We recognize that it is our Board's duty and responsibility to foster the long-term success of the company and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility. First Gen will discharge its duties, functions and responsibilities with utmost honesty, integrity and responsible corporate governance to ensure the best interests of the company, and its stakeholders.

Independent Directors
Two out of the nine directors comprising the Board were elected as independent directors of First Gen. These are Mr. Tony Tan Caktiong and Mr. Cezar P. Consing. These independent directors neither have interests nor relationships with First Gen that may hinder their independence from the Company or its management, which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Nomination Committee
The Board of directors act as the Nomination Committee which ensure, through a managed and effective system consistent with the Company's by-laws, that each board election shall result in a mix of proficient directors, each of whom is able to add value and bring prudent judgment to the Board.

Compensation and Remuneration Committee
The Compensation and Remuneration Committee is composed of the Chairman and two directors, one of whom is an independent director. The Compensation and Remuneration Committee has powers and functions over the compensation and remuneration of the corporate officers other than the Chairman.

Audit Committee
The Audit Committee is composed of three members of the Board, two of whom are independent directors (with the chairman of the committee required to be an independent director). The Audit Committee's duties and responsibilities, include, but are not limited to, the following:

Check all financial reports of the Company against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements;

Review with management annually, or more often as may be necessary, corporate performance in the areas of managing credit, market, liquidity, operations, legal and other risks of the Company, and crisis management;

Perform interface functions with the internal and external auditors;

Elevate to international standards the accounting and auditing processes, practices and methodologies.

Ensure the establishment of a transparent financial management controls system that aims to ensure the integrity of the system.

Compliance Officer
A compliance officer has been appointed, directly reporting to the Chairman of the Board, to ensure that our directors and officers comply with and act in accordance with the principles embodied in the manual of corporate governance. The compliance officer is responsible for establishing an evaluation system to determine and measure compliance with the manual of corporate governance, report to the Chairman of the Board periodically on the extent of the company's compliance with the manual of corporate governance for the preceding year, and identify, monitor and control compliance with corporate governance matters.