Governance Structure

The authority, accountability, and responsibility to steer the course of the company are vested in the Board and its committees that support the decision-making process. However, consultation and utmost collaboration between the Board of Directors and Management are fostered to assess and decide on issues material to the company.

The company is in full compliance with its Manual of Corporate Governance and Code of Corporate Conduct and Ethics. Shown below are our governance structure and mechanisms.

Management Approach to Governance

Our management approach is guided by the Lopez values, the respect for human rights and our commitment to environmental, social and governance (ESG) safeguards principles. Our structures, policies, programs and protocols ensure:

• full compliance with local regulations and international conventions signed by the country and relevant to our operations;
• skillful and adequate oversight of the company’s purpose, business strategy and performance;
• sufficient controls through internal audit, enterprise risk management and accountability; and
• steadfast protection of the enterprise value.

Organizational Policies

As a publicly listed entity, FPH adheres to the principles of good governance which is embodied in the Manual for Corporate Governance, as required by the Securities and Exchange Commission. It likewise has an FPH Corporate Code of Conduct and Ethics, Business Mission and Commitments. In addition, FPH has issued several policies, as listed below. These policies work together to strengthen business ethics and integrity, a core Lopez Value. From our knowledge, no corruption or bribery issues have been reported in 2023.

Organization policies of FPH include:

More details on the above-mentioned policies and related policy documents are available on the FPH Website.

Anti-Bribery and Corruption Policy

To safeguard against corruption and bribery, FPH has several corporate governance policies that cover possible entry points: FPH vendor accreditation policy, a Code of Conduct for Vendors, and a Sanctions Screening Tool. FPH also has a Whistleblower mechanism in place, which is also referred to in the Whistleblower Policy.

In addition, the Code of Discipline for FPH has provisions on allegations of corruption for all employees.

New Policies

In 2023, FPH issued two key safeguard policies which are provided below:

Policy against forced labor and child labor

Consistent with our Social Safeguards Policies, we are steadfast in our commitment to protect and respect human rights and children’s rights. This policy outlines our commitment to ensuring that our operations, supply chain, and business relationships are free from forced and child labor. This also establishes compliance, implementation, and enforcement guidelines, emphasizing the importance of working with suppliers and partners who share our commitment.

Cascade sessions were held to inform employees of the policy and discuss its implications in our operations. As all employees are required to take part in the cascades, these sessions are available on our official learning and development platforms.

Information Security (InfoSec) Policies

Our Information Security or InfoSec policies were established to protect our online and digital assets as we undergo an aggressive digital transformation. With cybersecurity in mind, the policy enjoins employees and other affected stakeholders to take the necessary steps to avoid potential and actual cyber-attacks from occurring in our digital assets. We implemented other InfoSec policies to reinforce the protection of our online and digital assets.

• Information Security Policy - A policy that details level controls, processes, and procedures for information security and the protection of our online and digital assets.
• Information Asset Management Policy – A policy that details guidelines on the appropriate usage and management of digital and information assets.
• Removable Media Acceptable Use Policy – A policy that details guidelines on the appropriate usage of removable storage media, such as flash drives, hard drives, compact disks (CDs), and similar peripheral devices connected to our digital and information assets.

Accompanied by the release of these policies, our InfoSec team is active in cascading the principles of protecting our online and digital assets. These are detailed in our Intellectual Capital section, found on page 153.

Board Committees

BOARD MATTERS

Board meetings are the avenues in which financial and operations updates are discussed with the Board of Directors.

Board and Committee Activities for 2023

In 2023, the Board conducted strategic planning and regular reviews in pursuit of the three-pronged business strategy of the conglomerate