Our overall management and supervision are undertaken by the Board. Our executive officers and management team cooperate with the Board by preparing appropriate information and documents concerning our business operations, financial condition and results of operations for its review. Currently, the Board consists of seven members, of which two are independent directors. The seven directors named below were elected at the Company’s annual stockholders meeting on June 25, 2021. All directors will hold office until their successors have been duly elected and qualified.
The following table sets forth the Board of Directors of the Company:
|Manuel B. Villar, Jr.||71||Chairman||Filipino|
|Camille A. Villar||36||Vice Chairman||Filipino|
|Benjamarie Therese N. Serrano||58||Member||Filipino|
|Manuel Paolo A. Villar||44||Member||Filipino|
|Frances Rosalie T. Coloma||58||Member||Filipino|
|Laura Suarez Acuzar||71||Independent Director||Filipino|
|Jessie D. Cabaluna||63||Independent Director||Filipino|
The following table sets forth our key executive and corporate officers (“Senior Management”):
|Benjamarie Therese N. Serrano||58||President and Chief Executive Officer||Filipino|
|Robirose M. Abbot||48||Chief Financial Officer, Chief Risk Officer & Investor Relations Head||Filipino|
|Mary Lee S. Sadiasa||51||Chief Operating Officer||Filipino|
|Gladys B. Tiburcio||39||Compliance Officer and Controller||Filipino|
|Jo Marie Lazaro-Lim||42||Corporate Secretary||Filipino|
|Joselito Rivamonte||47||Chief Audit Executive||Filipino|
The following states the business experience of our incumbent directors and officers for the last five years:
Manuel B. Villar, Jr. Chairman of the Board. Mr. Villar, 71, was Senator of the Philippines from 2001 to June 2013. He served as Senate President from 2006 to 2008. He also served as a Congressman from 1992 to 2001 and as Speaker of the House of Representatives from 1998 to 2000. A Certified Public Accountant, Mr. Villar graduated from the University of the Philippines in 1970 with the degree of Bachelor of Science in Business Administration and in 1973 with the degree of Masters in Business Administration. He founded Camella Homes in the early 1970s and successfully managed said company over the years, to become the largest homebuilder in the Philippines now known as the Vista Land Group. Mr. Villar is also Chairman of the Board of Vista Land and Lifescapes, Inc., Starmalls, Inc., and Golden Bria Holdings, Inc.
Benjamarie Therese N. Serrano. President and Chief Executive Officer. Ms. Serrano, 58, graduated from the University of the Philippines with a degree in Economics and from the Asian Institute of Management, with a Master’s degree in Business Management. She is also the President of the other subsidiaries of AllValue. Ms. Serrano was the President of Starmalls, Inc. from 2017 to 2019. She was also the President & CEO of Vista Land and Lifescapes, Inc. from 2007 to 2011.
Frances Rosalie T. Coloma. Director and Treasurer. Ms. Coloma, 58, graduated cum laude from the University of the Philippines with a degree of Bachelor of Science in Business Administration and Accountancy. She is a Certified Public Accountant. She is a Director of Vista Land and Lifescapes, Inc., and Golden Bria Holdings, Inc., Ms. Coloma was the Chief Financial Officer and Chief Information Officer of Golden Bria Holdings, Inc. from 2016 to 2019. She was also the Chief Financial Officer of Starmalls, Inc. from 2012 to 2016.
Manuel Paolo A. Villar. Director, Mr. Villar, 44, graduated from the Wharton School of the University of Pennsylvania, Philadelphia, USA with a Bachelor of Science in Economics and Bachelor of Applied Science in 1999. He was a consultant for McKinsey & Co. in the United States from 1999 to 2001. He joined Crown Asia in 2001 as Head of Corporate Planning. He is the President and CEO of Vista Land & Lifescapes, Inc. since 2011 and President of Starmalls, Inc. He is also the CEO and Chairman of St. Augustine Gold and Copper Limited from October 2012 and Chairman of TVI Resources Development Philippines, Inc. Mr. Villar is the majority shareholder of Prime Asset Ventures, Inc.
Camille A. Villar. Director, Ms. Villar, 36, graduated from Ateneo de Manila University with a degree in Bachelor of Science in Management. She obtained a Master’s Degree in Business Administration from the Instituto de Estudios Superiores de la Eprese (IESE) Business School, Barcelona, Spain. She is the President and CEO of AllValue. She is also a Director of Vista Land & Lifescapes, Inc., Starmalls, Inc., and Golden Bria Holdings, Inc. She was President of AllHome until May 2019, Brittany Corporation from 2010 to 2013 and the Head of Corporate Communications for Vista Land from 2008 to 2010.
Laura Suarez Acuzar. Independent Director. Ms. Acuzar, 71, completed her Bachelor of Science in Commerce – Accountancy degree in the University of Santo Tomas, and Management Development Program in the Asian Institute of Management in 1981. In 1993, she finished the Advanced Management Program of Harvard Business School in Boston, USA. She was previously an Audit & Business Advisory Partner of SGV & Co., an Independent Director & Audit Committee Chairperson of Loyola Plans Consolidated Inc., and an Audit Committee Member of UST Hospital, Inc. Ms. Acuzar was also a Board and Audit Committee Member of Kerrisdale Community Center Society in Vancouver, BC, a Board Member and President of the UST Alumni Association, a Board Member of the Urban Inc. Productions Society, Vancouver BC, and a Charter Member and Incorporator of the Corporate Institute of the Philippines.
Jessie D. Cabaluna. Independent Director. Ms. Cabaluna, 63, graduated with a degree in Bachelor of Science in Commerce, major in Accounting from University of St. La Salle in 1977. She also completed the Management Development Program from the Asian Institute of Management in 1988, and Advance Management Program from the Harvard Business School in 2012. Ms. Cabaluna also completed Finance for Corporate Directors Program in 2017. She was previously a Partner at SGV & Co. from 1997 to 2017.
Mary Lee S. Sadiasa. Chief Operating Officer. Ms. Sadiasa, 51, graduated from the De La Salle University, Manila, with a Bachelor of Science in Applied Math with a minor in Operations Research. She was the Division Head of Brittany Corporation from 2005 to 2011, Managing Director of Crown Asia Properties Inc. from 2012 to 2014, and Managing Director of Camella Homes – North Luzon from 2015 to 2017.
Gladys B. Tiburcio. Compliance Officer and Controller. Ms. Tiburcio, 39, a Certified Public Accountant graduated from Polytechnic University of the Philippines in 2003 with a Bachelor of Science in Accountancy. She was previously a Senior Manager in Ernst & Young LLP, Singapore from 2010 to 2017.
Jo Marie Lazaro-Lim. Corporate Secretary. Ms. Lazaro-Lim, 42, graduated from the University of Sto. Tomas with a degree in Bachelor of Arts in Legal Management and she earned her law degree from San Beda College of Law. She is the Compliance Officer and Assistant Corporate Secretary of Starmalls, Inc. and Assistant Corporate Secretary of Golden Bria Holdings, Inc. She is also the Corporate Secretary of Manuela Corporation and Masterpiece Asia Properties, Inc. as well as other affiliate companies of the group.
Robirose M. Abbot. Chief Finance Officer, Chief Risk Officer and Investor Relations Head. Ms. Abbot, 48, graduated from Silliman University in 1992 with a degree in Business Administration – Accounting, and completed her Masters in Business Administration from Ateneo de Manila University in 2003 earning a Gold Medal (summa cum laude). She is a Certified Public Accountant. She was previously the General Manager – Business Resource Unit of Earth + Style Corporation from 2010 to 2011. She was also the Chief Finance Officer of Philippine Realty & Holdings Corp. from 2011 to 2014, Ubix Corporation from 2014 to 2015, and in Raemulan Lands, Inc. from 2015 to 2019.
The Audit Committee shall enhance the Board’s oversight capability over the company’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations.
The committee shall consist of at least three appropriately qualified non-executive directors, majority of whom, including the chairman of the committee should be independent directors. All of the members of the committee must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance.
The committee is chaired by Ms. Laura Acuzar and with Ms. Jessie Cabaluna and Mr. Paolo Villar as members.
CORPORATE GOVERNANCE COMMITTEE:
The Corporate Governance Committee has the duty and responsibility to assist the Board of Directors in the performance of its corporate governance responsibilities, including functions of a nomination and remuneration committee. It should be composed of at least three members, a majority of whom should be independent directors, including the chairman of the committee.
The committee is chaired by Ms. Jessie Cabaluna and with Ms. Laura Acuzar and Ms. Camille Villar as members.
The Nomination Committee has the duty and responsibility to assist the Board of Directors to review and evaluate the qualifications of all persons nominated to the Board and other appointments that required Board approval, and to assess the effectiveness of the Board’s processes and procedures in the election or replacement of directors. It shall pre-screen and shortlist all candidates nominated to become a member of the Board. It should be composed of at least three members, one of whom shall be an independent director.
The committee is chaired by Mr. Manuel Villar, Jr. and with Ms. Laura Acuzar and Ms. Camille Villar as members.
COMPENSATION AND REMUNERATION COMMITTEE:
The Compensation and Remuneration Committee has the duty and responsibility to establish a formal and transparent procedure for developing a policy on remuneration of directors and officers to ensure that their compensation is consistent with the Corporation’s culture, strategy and the business environment in which it operates. It should be composed of at least three members, one of whom shall be an independent director.
The committee is chaired by Mr. Manuel Paolo Villar and with Ms. Jessie Cabaluna and Ms. Frances Rosalie Coloma as members.
BOARD RISK OVERSIGHT COMMITTEE:
The Board Risk Oversight Committee has the duty and responsibility to assists the Board in ensuring that there is an effective and integrated risk management process in place. It is responsible for the oversight of the Corporation’s Enterprise Risk Management system to ensure its functionality and effectiveness. It should be composed of at least three members, a majority of whom should be independent directors, including the chairman of the committee.
The committee is chaired by Ms. Jessie Cabaluna and with Ms. Laura Acuzar and Ms. Benjamarie Therese Serrano as members.
RELATED PARTY TRANSACTIONS COMMITTEE:
The Related Party Transactions Committee has the duty and responsibility to ensure that terms and conditions of all RPTs must be equivalent to those that prevail in arm’s length transactions and shall be subject to appropriate corporate approvals and actions of the corporation and of related parties, with the best interest of the investing public and the Corporation in mind. It should be composed of at least three members, a majority of whom should be independent directors, including the chairman of the committee.
The committee is chaired by Ms. Laura Acuzar and with Ms. Jessie Cabaluna and Ms. Camille Villar as members.