Board Governance

Our governance structure remains the same in 2022 as it has been the optimal setup in steering the conglomerate. The authority, accountability, and responsibility to steer the course of the company are vested in the following decision-making bodies. However, utmost consultation and collaboration are fostered in assessing and deciding on issues material to the company. The company is in full compliance with its Code of Corporate Governance.

Governance Activities

Board discussions, decisions, and other matters included:

Governance

Board strategic updates were conducted in October, November, and December 2022. These provided opportunities to focus discussion on and bring new directors on board the FPH mission and the Company’s strategic thrusts.

Risk Management

The Board, through the BROC, provided oversight over the risk review process. They worked with the subsidiaries through their strategic and operational risks.

Training

In 2022, various members of the Board attended training and activities on various topics to stay abreast with the needs of the times. These topics included:

• Sustainability and the Future of Business
• The Road to Net Zero
• Environmental and Social Risk Management
• Cybersecurity
• Data Privacy
• Supply Chain Disruption

Policy Updates and Tools

As part of corporate governance, the Company presents updates on some of its policies, as well as mechanisms to ensure policies are adopted by internal and external stakeholders

Mechanisms to uphold human rights

In May 2022, the Company held a Human Rights Management and Instruments Workshop for its subsidiaries, with the goal of developing their own Human Rights Management Plan and strengthening of their current Grievance Redress Mechanisms (GRM). This activity is the result of the Human Rights Impact Assessment that was started in 2021, as well as the company-wide policy cascades on our social safeguards policies conducted throughout the same year.

Each subsidiary conducted an analysis of its GRM covering the avenues wherein issues could be raised and by whom, the responsible groups for addressing the concerns, the topic of concerns that can be raised, as well as the possible drivers of these concerns. Laying out and discussing the information allowed the subsidiaries to see possible gaps in their processes and to adjust accordingly.

This activity is further discussed in the sections on Human Capital on page 121 and Social and Relationships Capital on pages 133-135.

Policies further empowering employees

This year, the Human Resources Group released four new policies related to learning and development and employee well-being:

• Internal Recruitment Policy
• Employee Development Policy
• Special Leave for Women Policy
• Leave for Victims of VAWC Policy

The development of these policies create the formal system that: a) allow employees more avenues to further their skills and explore career development; and b) have the breathing space, when necessary, for specific circumstances.

Integrating ESG into vendor engagement

We updated our vendor accreditation policy to be more holistic, providing a balance between process controls, supporting business growth, and adhering to our mission. The updated policy includes technical reviews, health and safety reviews, and ESG checks for the vendors. Vendors must acknowledge and agree to FPH’s policies, as detailed below:

The code covers the following policies:

• Regulatory Compliance
  • Product and Service Quality Information Security
• Ethical Business Conduct
  • Anti-Bribery and Corruption
  • Material Related Party Transactions
• Social Safeguards
  • Human Rights
  • Health and Safety
  • Forced Labor and Child Labor
  • Gender Equality and Diversity
  • Cultural Heritage and Indigenous People
• Environmental Sustainability
• Product and Service Quality
• Information Security

Vendors are also required to provide details on their ESG practices. As these are new requirements, we are gathering information from the vendors to establish the baseline. Rather than imposing the ESG criteria, we want to engage the vendors to find out their pain points and how they can best align with our ESG policies.

The updated vendor accreditation policy takes effect in 2023 and covers new and existing vendors of the Company.

Other policies for internal processes

Pursuant to the company’s digital transformation process, we developed a Records Management Policy. Throughout 2022 the Company has been embedding in all groups and departments the systems, tools, and the processes to effectively capture and manage documents and promote a paperless environment.