Ownership Structure
A. Security Ownership of Certain Record and Beneficial Owners as of December 31, 2023
Security ownership of certain record and beneficial owners of more than 5% of the JGSHI’s voting securities as of December 31, 2023.
Title of Class | Name and addresses of record owners and relationship with the Corporation | Name of beneficial owner and relationship with record owner | Citizenship | No. of shares held | % to total outstanding |
---|---|---|---|---|---|
Common | Gokongwei Brothers Foundation, Inc. 43/F Robinsons-Equitable Tower ADB Ave. cor. Poveda St. Ortigas Center, Pasig City (stockholder) | Same as record owner (See note 1) |
Filipino | 2,096,930,273 | 27.88% |
Common | PCD Nominee Corporation (Filipino) 37/F Tower I, The Enterprise Center, 6766 Ayala Ave. cor. Paseo de Roxas, Makati City (stockholder) |
PCD Participants and their clients (See note 2) |
Filipino | 2,023,186,567 (See note 3) | 26.90% |
Common | PCD Nominee Corporation (Non-Filipino) 37/F Tower I, The Enterprise Center, 6766 Ayala Ave. cor. Paseo de Roxas, Makati City (stockholder) |
PCD Participants and their clients (See note 2) | Non-Filipino | 859,799,286 (See note 3) |
11.43% |
Common | RSB-TIG No. 030-46-000001-9 17/F Galleria Corporate Center, EDSA cor. Ortigas Avenue, Quezon City (stockholder) | Trustee’s designated officers (See note 4) |
Filipino | 1,084,985,186 | 14.43% |
Notes:
1. Gokongwei Brothers Foundation, Inc. (the “Foundation”) is a non-stock, non-profit corporation organized by the irrevocable donation by the incorporators, who are also Trustees of the Foundation, of shares of JG Summit Holdings, Inc. Under the Articles of Incorporation and By-Laws of the Foundation, except for salaries of employees and honoraria of consultants and similar expenses for actual services rendered to the Foundation or its projects, no part of the corpus or its income and increments shall benefit or be used for the private gain of any member, trustee, officer or any juridical or natural person whatsoever. The Chairman of the Board of Trustees shall exercise exclusive power and authority to represent and vote for any shares of stock owned by the Foundation in other corporate entities. The incumbent Chairman of the Board of Trustees of the Foundation is Mr. Lance Y. Gokongwei.
2. PCD Nominee Corporation is the registered owner of the shares in the books of the Corporation’s transfer agent. PCD Nominee Corporation is a corporation wholly-owned by Philippine Depository and Trust Corporation, Inc. (formerly the Philippine Central Depository) (“PDTC”), whose sole purpose is to act as nominee and legal title holder of all shares of stock lodged in the PDTC. PDTC is a private corporation organized to establish a central depository in the Philippines and introduce scripless or book-entry trading in the Philippines. Under the current system of the PDTC, only participants (brokers and custodians) are recognized by PDTC as the beneficial owners of the lodged shares. Each beneficial owner of shares through his participant is the beneficial owner to the extent of the number of shares held by such participant in the records of the PCD Nominee.
3. Out of the PCD Nominee Corporation account, “Citibank N.A.” and “Philippine Equity Partners, Inc.” hold for various trust accounts the following shares of the Corporation as of December 31, 2023:
No. of shares | % to Outstanding | ||
---|---|---|---|
Citibank N.A | 895,182,892 | 11.90% | |
Standard Chartered Bank | 444,804,034 | 5.91% | |
Voting instructions may be provided by the beneficial owners of the shares. |
4. Robinsons Bank - Trust & Investment Group (RSB-TIG) is the trustee of this trust account. The shares are voted by the trustee’s designated officers.
B. Security Ownership of Management as of December 31, 2023
The Directors and Officers are required to immediately report any changes in ownership of shares of its directors and key officers or within three (3) business days from said occurrence.
Title of class | Names of beneficial owner | Position | Amount and nature of beneficial ownership | Citizenship | % To Total Outstanding |
---|---|---|---|---|---|
Named Executive Officers 1 | |||||
Common | 1. Lance Y. Gokongwei | Director, President and Chief Executive Officer | 570,962,279 (D) | Filipino | 7.59% |
Common | 2. Maria Celia H. Fernandez-Estavillo | Chief Legal Officer and Corporate Secretary | 5,250 (D) | Filipino | * |
Sub-Total | 570,967,529 (D) | ||||
Other Directors and Executive Officers | |||||
Common | 3. James L. Go | Chairman | 156,288,580 (D) | Filipino | 2.08% |
Common | 4. Patrick Henry C. Go | Director | 133,164 (D) | Filipino | * |
Common | 5. Robina Y. Gokongwei-Pe | Director | 190,464,774 (D) | Filipino | 2.53% |
Common | 6. Johnson Robert G. Go, Jr | Director | 43,737(D) | Filipino | * |
Common | 7. Jose T. Pardo | Director (Independent) | 1 (D) | Filipino | * |
Common | 8. Renato T. De Guzman | Director (Independent) | 22,838 (D) | Filipino | * |
Common | 9. Antonio L. Go | Director (Lead Independent) | 1 (D) | Filipino | * |
Common | 10. Artemio V. Panganiban | Director | 10 (D) | Filipino | * |
Common | 11. Michael P. Liwanag | Chief Strategy Officer | 105,000 (D) | Filipino | * |
Common | 12. Lisa Y. Gokongwei-Cheng | Chief Digital Officer | 146,018,275 (D) | Filipino | 1.94% |
Common | 13. Brian M. Go | Chief Finance and Risk Officer | 2,237,577 (D) | Singaporean | 0.03% |
Common | 14. David Gulliver G. Go | Chief Human Resources Officer | 43,735 (D) | Filipino | * |
Sub-Total | 495,357,692 (D) | ||||
All directors and executive officers as a group unnamed | 1,066,325,221 (D) | 14.18% |
Notes:
1. As defined under Part IV (B) (1) (b) of Annex “C” of SRC Rule 12, the “named executive officers” to be listed refer to the Chief Executive Officer and those that are the four (4) most highly compensated executive officers as of December 31, 2023.
* - less than 0.01%
(D) - Direct Shareholdings
The Ownership Structure can be viewed in the Annual Report 17-A and Definitive Information Statement submitted to the SEC.
Trading of Securities
JGSHI has in place an Insider Trading Policy which governs the trading of Company shares by directors, key officers, and individuals with access to material non-public information.
The Directors and Officers of the Company are required to report any changes in ownership of Company shares to the Office of the Corporate Secretary within three (3) business days from said occurrence. The Office of the Corporate Secretary shall file the required disclosure to comply with reporting requirements of the PSE and the SEC within the prescribed period.
The other Executive Officers of the Company have no beneficial ownership over any shares of the Company as of December 31, 2023, namely:
1. Renato T. Salud | - | Chief Corporate Affairs and Sustainability Officer | |
2. Aldrich T. Javellana | - | Senior Vice President and Treasurer | |
3. Michele F. Abellanosa | - | Vice President, Corporate Controllership | |
4. Rya Aissa S. Agustin | - | Chief Audit Executive | |
5. Laurinda R. Rogero | - | Chief Compliance Officer | |
6. Ma. Cristina Bellafor P. Alvarez | - | Chief Information Officer | |
7. Bach Johann M. Sebastian | - | Senior Advisor | |
8. Alan D. Surposa | - | Senior Advisor | |
9. Ian Pajantoy | - | Data Protection Officer | |
10. Andre Ria B. Buzeta-Acero | - | Assistant Corporate Secretary |
The shareholdings as of December 31, 2023 indicated above is available at: Public Ownership Report as of December 31, 2023.
The shareholdings as of March 31, 2023 indicated above is available at: Public Ownership Report as of March 31, 2023
A complete ownership structure of the following can be found in the Shareholdings Structure of the Company / Public Ownership Reports:
- Directors
- Officers
- Principal/ Substantial Shareholders