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2020 06 20 FDC Annual Report 2019 v4 Email Fa PDF

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FDC 2019 ANNUAL REPORT 1

Serving the
Underserved
Filinvest Development Corporation (FDC),
one of the leading conglomerates in
the Philippines, maintains its strategic
focus on the middle market. Fortifying its
subsidiaries in real estate, banking, power,
sugar, hotels, and airport infrastructure,
FDC reaches out to this underserved
market which holds tremendous potential
for growth and positive social impact. Ever
dynamic and responsive, the company
will continue to set its sights on long term-
growth and making a difference in the lives
of the customers it serves.

FDC 2019 ANNUAL REPORT 2


Table Of Contents

4 Financial Highlights

6 Joint Message of the Chairman


and the President & CEO

12 Operational Highlights

33 Corporate Governance Report

52 Board of Directors,
Subsidiary Heads
& Senior Management

61 Consolidated
Financial Statements

FDC 2019 ANNUAL REPORT 3


Filinvest Development Corporation
& Subsidiaries
(Amounts in Thousands of Pesos, Except Per Share Data)

FINANCIAL HIGHLIGHTS

2019 2018 2017 2016 2015

OPERATING RESULTS (restated) (restated)

Total Revenues and Other Income 84,317,309 74,152,359 67,590,414 58,575,161 49,307,657
Net Income 15,882,255 13,433,199 10,273,278 8,476,084 7,030,317
Net Income Attributable to Parent 11,970,302 9,768,663 6,612,443 5,502,727 4,370,996
Equity Holder
Return on Assets (ave.) 2.6% 2.4% 2.0% 1.8% 1.8%
Return on Equity (ave.) 12.6% 11.7% 9.6% 8.4% 7.5%

FINANCIAL POSITION

Total Assets 642,154,875 589,788,999 532,833,649 498,639,070 419,408,886


Total Long-term Debt 130,221,265 127,347,516 125,816,419 117,435,957 100,636,220
Equity 132,149,986 119,690,474 109,129,607 103,954,851 96,914,055
Equity Attributable to Parent 100,515,900 87,510,553 79,397,322 77,020,793 72,136,305
Equity Holder
No. of Shares Outstanding (‘000) 8,648,463 8,648,463 8,648,463 9,317,474 9,317,474
Long-Term Debt to Equity* 98.5% 106.4% 115.3% 113.0% 103.8%
Net Debt to Equity** 59.1% 49.5% 46.3% 51.9% 48.2%

PER SHARE DATA***

EPS - Total Net Income 1.836 1.553 1.103 0.910 0.754


EPS - Net Income Attributable to Parent 1.384 1.130 0.710 0.591 0.469
Equity Holder

* computed as long-term debt divided by equity


** computed as long-term debt less cash and cash equivalents divided by equity
*** computed based on weighted average number of shares outstanding

FDC 2019 ANNUAL REPORT 4


2015 419,408,886 2015 49,307,657
2016 498,639,070 2016 58,575,161
2017 532,833,649 2017 67,590,414

2018 589,788,999 2018 74,152,359

Total Assets
2019 84,317,309

Total Revenues
2019 642,154,875

and Other Income

FDC 2019 ANNUAL REPORT


2015 72,136,305 2015 4,370,996
2016 77,020,793 2016 5,502,727
2017 79,397,322 2017 6,612,443

2018 87,510,553 2018 9,768,663

2019 100,515,900 2019 11,970,302

Equity Attributable
to Parent Equity Holder

to Parent Equity Holder


Net Income Attributable

5
Joint Message

The Chairman
and
The President & CEO

FDC 2019 ANNUAL REPORT 6


To our fellow
Shareholders, Revenue
FDC grew focused on the underserved 10 yr - CAGR
markets – the great majority of the Filipino 74.8
population. Last year, we revisited our vision
statement to better express what we have
been doing all these years: To empower
19%
the Filipino to attain his dreams. This is
the philosophy that guided us in entering
markets early, whether it be housing, BPO 12.6
offices, consumer loans or the Mindanao
power market. 2009 2019

A Decade of Sustained Growth


Net Income
10 yr - CAGR
The solid performance in 2019 caps a decade
of consistent delivery of robust results 12.0
built on this vision. Over the last 10 years,
FDC achieved high double-digit growth in
revenues and net income, riding on both the
21%
strong economic growth of the Philippines
and in-house capabilities, registering a
10-year compounded annual growth rate 1.7
(CAGR) of 19 percent and 21 percent in terms
of revenues and net income, respectively. 2009 2019

The year 2019 was a banner year for FDC.


We exceeded goals for our core businesses, economic growth of 5.9 percent in 2019 fell
gained further traction in the new below the above-6 percent growth that we
businesses, and achieved record financial witnessed over the past seven consecutive
results. The Company hit a new milestone as years, it continued to be buoyed by solid
it broke the double-digit mark in net income. domestic consumption, driven by stable
Net income attributable to equity holders inflation, higher OFW remittances, and
of the parent reached P12.0 billion in 2019, record-low unemployment. These factors
growing by 23 percent from the P9.8 billion benefited the performance of all our
in the previous year, while consolidated net operating subsidiaries.
income registered a growth of 18 percent to
P15.9 billion. This was made possible by all
businesses, old and new, registering notable 2020 Pandemic Response
increases.
It is against this backdrop that the 2020
The strong performance was underpinned pandemic crisis came upon your Company,
by the solid underlying macroeconomic the Philippines and the world. The outlook
fundamentals. While the Philippine for the business environment has changed

Joint Message
FDC 2019 ANNUAL REPORT 7
dramatically as a result of this unfortunate Consistent with our focus of serving the
event. At FDC, we are revisiting our 2020 underserved middle market, which we
plans vis-à-vis their potential economic believe has significant growth potential in
impact. Amidst the evolving nature of this the Philippines, Filinvest was once again a
outbreak, we are taking a cautious direction first mover in the highly progressive Clark
and adopting a more flexible short-term corridor. Our property developments went
planning process while still being mindful of full swing in our two major townships in
our medium-term strategy. The government 2019. The first is the 201-hectare Filinvest
declared an Enhanced Community Mimosa+ Leisure City and the second is
Quarantine (ECQ) to give the Philippines time the 288-hectare Filinvest at New Clark City.
to build up its health care arsenal. Beyond We poured in investments in this area long
financial and scenario planning, FDC and before it has reached the progress it is seeing
its subsidiaries answered the pandemic now. Filinvest Mimosa+ Leisure City currently
with clear protocols to safeguard the health has a 303-room Quest Plus Hotel and two
and safety of the Filinvest family. This was championship 18-hole golf courses managed
coupled with a quick response to address by FDC’s hospitality group. Filinvest Land,
our customers’ emerging needs and provide Inc. (FLI) has two fully-leased out BPO
financial relief such as rental waivers, office buildings with two more ongoing
deferment or loan term extensions during construction, a lifestyle mall, a strip mall
the ECQ period. and a new leasing concept called dormitels.
At New Clark City, the 64-hectare Phase 1
We are confident that the Filinvest group is in
a solid position to address the forthcoming
challenges posed by the current global
health and economic crisis. The resilience
of our management teams and experience Net Income
in surviving several global and local crises Contribution
provide some invaluable insights.

Growing the Existing and Investing in New


Markets

FDC’s property business, composed of Real Estate 48%


the real estate and hospitality segments, Banking 34%
provided a solid source of growth for the Power 14%
Filinvest group, contributing almost half of
FDC’s bottom line in 2019. Meanwhile, FDC’s
Hospitality 2%
consumer-focused banking and financial Sugar 2%
services subsidiary, East West Banking
Corporation (EastWest Bank), delivered a
net income contribution to the group of
P6.1 billion, growing by 45 percent. Power
subsidiary, FDC Utilities, Inc. (FDCUI),
contributed P2.5 billion in net income, rising
by 20 percent from the previous year.

Joint Message
FDC 2019 ANNUAL REPORT 8
FDC-Hitachi joint venture signing

of the Filinvest Innovation Park is due for Energy Enterprise, Inc. (FREE) which has
completion by the second half of 2020. been awarded contracts for a total of
Linking these two developments is the newly 5.4 megawatts of solar rooftop systems.
opened government-built access road from In addition, another joint venture with
the Subic-Clark-Tarlac Expressway (SCTEX) Engie has increased Filinvest’s utilities
to New Clark City that effectively cuts travel infrastructure capabilities in district cooling,
time between our two developments. having completed the Philippines’ largest
district cooling system in FLI’s Northgate
In 2019, FDC forged two major partnerships Cyberzone in Filinvest City with a capacity
with two large Japanese conglomerates that of up to 12,000 tons of refrigerant. The
are complementary to our current portfolio. group believes that the partnership’s initial
In September 2019, we signed a joint projects with respect to renewable energy
venture agreement with Hitachi Aqua-Tech and district cooling will position it to take
Engineering Pte. Ltd. to establish Filinvest- advantage of the global move towards
Hitachi Omni Waterworks, Inc. (FLOW) to greater sustainability.
provide processed water solutions across the
Philippines. Soon, FLOW will be able to offer Meanwhile, our foray into infrastructure
services in desalination, recycled water and through our interest in two airports
sewage treatment facilities. In October 2019, gained traction in 2019. The O&M of Clark
Filinvest Alabang, Inc. signed a joint venture International Airport was officially handed
agreement with Mitsubishi Corporation over to us in August last year. As part of
for the development of a P15-billion multi- a consortium that was awarded the O&M
tower mixed-use complex within Filinvest contract for Clark International Airport, our
City. Mitsubishi will have a 40 percent stake role includes the fit-out of a new terminal
in the development of a 1.7-hectare prime with an estimated annual capacity of 8
lot that is seen to bolster mixed-use GLA by million passengers. The growth of the Clark
approximately 183,000 square meters. Airport has been quite impressive. In 2014,
there were less than a million passengers
FDC has further expanded its strategic served. As of end-2019, the number of
partnerships with Engie Services Philippines passengers has crossed the four million
(Engie) through Filinvest-Engie Renewable mark. In addition to Clark Airport, Filinvest is

Joint Message
FDC 2019 ANNUAL REPORT 9
also part of the “NAIA Consortium” alongside hedged. Prudent financial management has
six other leading Philippine conglomerates enabled us to lock in our loans at attractive
to upgrade, expand, operate and maintain rates, averaging 5.15%. In April 2020, we
for 15-years the existing Ninoy Aquino retired all our foreign currency-denominated
International Airport. debt worth US$300 million using excess
cash and refinancing from local banks.
Our continued adherence to our financial
Healthy Balance Sheet to Withstand Shocks commitments is aligned with the Filinvest
group’s 60-year unblemished credit track
FDC’s share price reached P13.00 per share record.
at year-end 2019. Last year, FDC paid out
dividends of P0.10 per share, for a total
payout of P865 million, equivalent to a An Active Partner in the Fight Against
payout rate of 9 percent. This represents COVID-19
a total shareholder return of 11 percent,
outperforming the Philippine Stock In these unprecedented times, we at
Exchange index (PSEi) that rose by 4.7 the Filinvest group are fully committed
percent in 2019. As of this writing, the market to fighting this pandemic hand in hand
capitalization of FDC is among the top 35 with the national and local governments.
of Philippine publicly-listed companies. Together with the Filinvest City Foundation
However, the free float of FDC is barely 10 and Andrew Gotianun Foundation, we
percent, which is the allowable minimum have identified high-impact areas for our
public ownership for listed companies by donations. We have set aside P100 million
the Philippine Stock Exchange. In March for the provision of medical equipment,
2019, the Board approved an equity offering including complete personal protective
to increase the public float of FDC in the equipment for front liners, and the
hopes of increasing the trading volume of distribution of ventilators and PCR-based
the shares. However, the exercise was put on testing machines. We are also lending our
hold due to unfavorable market conditions hand in the development of a COVID-19
that prevailed in 2019, even before the worst digital dashboard, in cooperation with two
crisis of our generation happened in 2020.

We are fortunate to have built a diversified


portfolio of businesses in the last few years
and a healthy balance sheet that can help
absorb external shocks. FDC ended 2019
with total assets of P642.2 billion and
consolidated equity of P132.1 billion, up 9
percent and 10 percent respectively. FDC is
among the country’s top 10 publicly listed
conglomerates in terms of asset size, based
on the most recent available data. We ended
2019 with a debt-equity ratio of 0.99:1 and
a net-debt-to-equity ratio of 0.59:1. Our
long-term debt has an average maturity of
6.3 years where 98% of debt have fixed rates.
Of the total debt, 89% is in local currency
while the balance in foreign currency is fully Ventilator donation to the Lung Center of the Philippines

Joint Message
FDC 2019 ANNUAL REPORT 10
government agencies and the academe, Through all these efforts, we hope to inspire
to aid decision makers in government the Filipino people with the bayanihan spirit
by having relevant, timely and accurate of helping one another especially in trying
data through data warehousing and times. The Filinvest group is fully supportive
data analytics. Food packages were also of our community and the country in our
distributed for the vulnerable in the battle against COVID-19.
communities we serve, together with our
partner local government units. In closing, we thank our fellow board
of directors, management and all our
Filinvest Alabang, Inc. opened its doors for employees across the group for the hard
the use of The Filinvest Tent in Alabang as work and malasakit they have demonstrated
a temporary quarantine center. The Palms all this time. We also thank our shareholders,
Country Club has also offered the use of partners and customers for the continued
its premises for the Research Institute for trust and support in us. Together, we can
Tropical Medicine frontliners with Filinvest surmount the challenges of these uncertain
shouldering the food and operating times and navigate the path back to our
expenses. development plans.

JONATHAN T. GOTIANUN JOSEPHINE GOTIANUN YAP


Chairman of the Board President & CEO

Joint Message
FDC 2019 ANNUAL REPORT 11
Operational Highlights

Real Estate

FDC 2019 ANNUAL REPORT 12


FDC and its predecessors have been in the property business spanning more than 50 years and have developed
over 200 projects across 3,000 hectares of land. FDC is currently one of the leading property developers in
the Philippines with focus on three major areas. First is residential development, where real estate trading
income is derived. Second is leasing, composed of office, retail and new concepts, and which forms the
recurring income base. Third is large-scale master-planned townships, which allow synergies across the
businesses to be harnessed and which significantly increase the value of the existing landbank of more than
2,500 hectares.

The property business is carried out through two key subsidiaries – listed company Filinvest Land, Inc.
(FLI) and Filinvest Alabang, Inc. (FAI). Meanwhile, construction and property management services
are led by its subsidiaries, Dreambuilders Pro, Inc. and Pro Excel Property Managers, Inc., respectively.
In 2019, the property group delivered revenues of P31.0 billion and P8.4 billion in net income (net of
eliminations), contributing over half to FDC’s consolidated net income.

Sorrento Oasis, Pasig

Residential

P7.46B Real Estate Trading

Filinvest is well-positioned in the middle-


market housing segment. Through FLI,
the group is one of the first movers into
affordable and middle-income housing,
having identified it as a fast growing but

21%
underserved market early on. In a country
with an estimated population of 109 million
and where housing backlog persists and
a population growth rate of 1.7 percent
annually, FLI has the advantage of benefiting
Rental income growth from this shortage.

Real Estate
FDC 2019 ANNUAL REPORT 13
Futura Plains, Rizal

To date, the group has over 100 projects the group maintains a large and valuable
across 48 cities and towns throughout residential landbank of over 2,500 hectares.
the Philippines. Between FLI and FAI are Coupled with continuous land acquisition
residential housing brands such as Pabahay, of developable and strategically-located
Futura, Aspire, Prestige and Filigree. The properties in key areas, sufficient inventory in
brands cater to different market segments the medium term is ensured.
ranging from socialized to affordable to
upscale, and product offerings ranging  
from horizontal to mid-rise to high-rise Leasing
buildings. The focus, however, is on FLI’s
Futura brand that caters to the affordable Office and Retail Rental
housing and mid-rise building communities,
and the dynamic lifestyle Aspire brand with The group’s focus over the past few years
its selection of themed horizontal, resort- has been to increase the recurring income
inspired mid-rise and highly accessible business. It is fortunate that FLI was one of
communities catering to the middle-income the pioneers in the BPO segment in the early
segment. Both brands target the end-user 2000s, and was one of three developers with
buyers. special incentives in the BPO office space.
Since then, the BPO industry has grown
Sale of lots, condominium and residential tremendously in the Philippines, driving
units rose by 5 percent to P21.5 billion in the strong gross leasable area (GLA) growth
2019 led by higher residential sales reported over the last decade. On a net income
by FLI. This was boosted by the launch of contribution basis for the property segment,
P13.1 billion worth of residential projects rental income share has increased from 30
in greater Metro Manila such as Manila, percent in 2014 to 45 percent in 2019.
Valenzuela City, Taguig City, Cainta and
Muntinlupa, as well as in the provinces At the end of 2019, the group’s total building
of Cavite, Rizal, Laguna, Pampanga, Cebu and land lease portfolio stood at almost 1.1
and Davao. To ensure that demand for million square meters of gross leasable area
housing across the country is addressed, (GLA). In addition to FLI’s 33 rental properties,

Real Estate
FDC 2019 ANNUAL REPORT 14
FAI also has retail and commercial lot leases
in Filinvest City. There are about 210,000
square meters of additional rental space
under construction and originally scheduled
834 sqm
for delivery in 2020 but 72,000 of which are Office and retail GLA
affected by construction delays brought
about by the COVID-19 pandemic and will be
delivered in 2021.
257 sqm
Rental revenues amounted to P7.46 billion Commercial lots GLA
in 2019, growing by 21 percent compared to
the previous year. This was on the back of
the completion of two new office buildings
that brought FLI’s total to 524,000 square 64 hectares
meters of GLA, and the full-year effect of Phase 1 of Filinvest
rentals for buildings completed in 2018. The Innovation Park
office buildings are concentrated in three
major PEZA hubs in Filinvest City, Alabang,
Filinvest Mimosa+ in Clark Special Economic
Zone and Cebu Cyberzone. Other office New Leasing Concepts
developments spread around Metro Manila
are found in strategic locations in Makati, In anticipation of the demand for big land
Bay City and Ortigas complex, many of which parcels and ready-built factories to address
are along the MRT and major highways. The the needs of the growing logistics and
office segment is expected to continue to e-commerce industry, FLI ventured into
grow in the medium term driven by demand the logistics space through the launch of
from traditional offices, BPOs, co-working the Filinvest Innovation Park at New Clark
spaces, and emerging technology and City in 2019 to further boost the leasing
e-commerce companies. business. Aside from the lease of big lot
parcels, FLI is also looking at constructing
high-specification structures for lease to
customers. Land development of Phase 1,

Real Estate
FDC 2019 ANNUAL REPORT
Filinvest Innovation Park
at New Clark City

15
Lodgeplus at Filinvest Mimosa+ Filinvest City Creekside Park

totaling 64 hectares, of the Filinvest Master-planned Townships


Innovation Park is almost complete and will
be ready to receive locators by the second Filinvest City in Alabang
half of 2020 for the locators’ respective
building and warehouse construction. Filinvest has built a track record of
Another logistics park is set for launch developing large-scale, master-planned
in Calamba, Laguna beside the fully sold townships, the first of which was Filinvest
Filinvest Technology Park. City in Alabang. In a joint venture formed
in 1992 together with the government,
FLI also developed a new leasing product FAI transformed what used to be a largely
called “dormitels” to address the needs of undeveloped 244-hectare property into a
office workers who wish to live near their CBD in southern Metro Manila. To this day,
workplace. The first project called Lodgeplus, Filinvest City is developed by FAI, which is
located within the Filinvest Mimosa+ 80% owned by FDC and 20% by FLI.
Leisure City, is under construction and due
for completion in 2020. Its target market Filinvest City is a fully-integrated, self-
includes employees of the office buildings contained and master-planned urban
within the estate. development that is divided into districts to
provide a balanced mix of developments.
Development in Filinvest City has grown
tremendously, with its gross floor area (GFA)
increasing by approximately 73 percent from
994,000 square meters to 1,717,000 square

Real Estate
FDC 2019 ANNUAL REPORT 16
FAI-Mitsubishi contract signing

meters in the last seven years, of which one- chosen Filinvest City with FLI’s Festival Mall,
third of the increase was brought about by the largest mall in south Metro Manila, at its
third-party developments. heart. Most hotels in the area are located in
Filinvest City, including the group’s Crimson
Filinvest subsidiaries have contributed to Hotel. Filinvest City is also home to three
the growth of the township. The township hospitals, a university and other healthcare
project brings together a complete mix of and educational facilities, enhancing support
residential developments spanning from services to the community.
its high-end Filigree brand represented by
Botanika and Bristol projects to its Aspire Given the success of the township project,
mid-income brands such as Studio N and land prices in Filinvest City have risen
The Levels. FLI’s Northgate Cyberzone, the significantly over the years. At the end of
pioneer campus-style IT park, has the largest 2019, the highest land price in Filinvest City
aggregation of BPO buildings in south was recorded at P450,000 per square meter.
Metro Manila. Most of the big box retailers FAI and Mitsubishi Corporation signed a joint
and almost all of the car dealerships have venture in October 2019 to develop almost
17,000 square meters of prime land in one
of Filinvest City’s finest blocks. The project
will be jointly developed as a multi-tower,
mixed-use complex, which is expected to
add approximately 183,000 square meters
of mixed-use GLA to the already-booming
Alabang CBD.

Notwithstanding the Mitsubishi transaction,


the group has a remaining 86 hectares of
prime commercial land in Filinvest City, net
of roads, that it beneficially owns. Filinvest
City’s strategic location is expected to be
further enhanced in the next few years as
Botanika Tower 2

Real Estate
FDC 2019 ANNUAL REPORT 17
Filinvest at New Clark City groundbreaking rites

new infrastructures are built aside from Clark Corridor


the five major roads already traversing
Filinvest City, including both Skyway and In 2016, Filinvest was one of the first
SLEX. The North-South Commuter Railway developers to identify Clark, Pampanga as
project, which is currently being developed, a significant growth area, and was the sole
will connect Filinvest City all the way from bidder to both the 200-hectare Mimosa
Clark in the north to Bicol in the south, and Leisure Estate (now known as Filinvest
increase the access points at the perimeter Mimosa+ Leisure City) and the 288-hectare
of the property. This urban rail transit line New Clark City developments. In the last
will seamlessly connect Philippine National three years, a range of announced new
Railways lines in Clark, Pampanga to projects, such as the expansion of Clark
Calamba, Laguna, and connect from Central International Airport (CIA), the declaration
Luzon to Calabarzon. The new NLEX-SLEX of Clark, Pampanga as a new government
Connector Road will reduce travel time center, and the signing of the initial
from Filinvest City to Quezon City and Clark agreements with the Japanese government
significantly, improving accessibility, and for the development of a high speed-train
will connect Filinvest City all the way to New linking Manila to Clark, have resulted in
Clark City and Clark International Airport. significant interest in developments in the
There is also a Fast Train to Clark being area. After winning the bids, the group set in
considered that will emanate from Alabang. motion the development of these projects,
bringing with it the deep master-planning
and township experience from Filinvest City

Real Estate
in Alabang.

FDC 2019 ANNUAL REPORT 18


Excellent progress has been made on
Filinvest Mimosa+, where land development
and rehabilitation of the Mimosa+ Township
have been substantially completed and two
office buildings under FLI are operational
and fully leased out. Two more office
buildings under FLI are under construction
while another six are in the planning
stages. Other plans include building four
dormitels, one of which is already under
construction, and six residential buildings
to support the workforce. A 33,000-square
meter lifestyle mall is also in the pipeline to
complement the strip mall that is currently
under construction. On the hospitality side,
renovation of the existing 303-room Quest
Hotel and Conference Center-Clark and
two championship golf courses and villas
are ongoing. In the pipeline is a 400-room
expansion. 244 hectares
Filinvest City, Alabang
On the other hand, the plan for Filinvest
at New Clark City is to develop a future-
ready and environment-friendly mixed-
use township. It is envisioned to bring
together top international locators and
201 hectares
investors within a sustainable business and
Filinvest Mimosa+ Leisure City
industrial community, supported by retail

288 hectares
and residential developments. As of this
writing, Phase 1 of the Filinvest Innovation
Park, covering an area of 64 hectares, is
nearing completion. The first phase is Filinvest at New Clark City
targeted to serve as the economic base of
the development comprising an industrial
zone for logistics, tech and light industrial
companies. Phase 1 is targeted to start
receiving locators by the second half of 2020,
upon which the locators may immediately
start their building and warehouse
construction. Depending on market
demand, the second phase may be launched
immediately after. The newly-completed
government-built access road from the
Subic-Clark-Tarlac Expressway (SCTEX) to
New Clark City has substantially improved
travel and transportation to and from the
Filinvest Innovation Park hence spurring
further interest in the property.

Real Estate
FDC 2019 ANNUAL REPORT 19
Operational Highlights

Hospitality

Hospitality
FDC 2019 2019
AR ANNUAL REPORT 20
FDC entered the hospitality segment as a plus two golf courses at the end of 2019.
response to the accelerating tourism growth The six hotels carry the group’s homegrown
in the Philippines, driven by a combination brands, namely Crimson and Quest, which
of inbound tourists largely from the affluent cater to different target markets. The
Asian neighbors and domestic tourism Crimson brand caters to the high-end
pushed by rising disposable income of the market segment while the Quest and Quest
growing middle-income population. The Plus brands target middle-market families
group’s hotel operations are carried out and business lodging with emphasis on
by Filinvest Hospitality Corporation (FHC), the MICE segment. The jewel in the group’s
a wholly-owned subsidiary of FDC, and hospitality portfolio is Crimson Resort and
hotel management firm Chroma Hospitality, Spa Boracay, which opened its doors in
Inc. (CHI), a joint venture with Archipelago November 2018, coinciding with the Boracay
International. island’s reopening. Another property under
the Crimson brand is Crimson Hotel Filinvest
Filinvest opened its first hotel in 2010 City. The rest of the existing hotels are under
through Crimson Resort and Spa Mactan the Quest brand located in Cebu, Clark and
and has since grown its portfolio to six the newest one in Tagaytay that opened in
managed hotels totaling almost 1,800 rooms April 2019.

Hospitality
FDC 2019 ANNUAL REPORT
Crimson Resort & Spa Boracay

21
Quest Hotel and Conference Center Cebu

The hospitality group’s thrust is to further The hospitality group is targeting to grow
expand the homegrown brands it has its portfolio to reach 5,000 keys by 2023.
established both geographically and The new developments within Luzon are
through new product offerings. Soon, a third in Cubao, Filinvest City and Puerto Princesa,
brand called Grafik will be launched that while those in Visayas-Mindanao are in Cebu
will cater to millennials and other younger City, Mactan, Dumaguete and Zamboanga.
guests.

Revenue Net Income


(P Bn) (P Bn)
2.7 3.3 357 401 6
Number of hotels

1,800
Number of rooms
2018 2019 2018 2019

Hospitality
FDC 2019 ANNUAL REPORT 22
Operational Highlights

Banking

Banking
FDC 2019 ANNUAL REPORT 23
Banking is another major pillar in the around cost controls allowed it to trim its
group’s entire portfolio. Consistent with the cost-to-income ratio to 57 percent from the
company’s vision of helping Filipinos attain previous year’s 60 percent. All told, EastWest
their dreams, EastWest Bank is positioned Bank recorded its most profitable year in
as one of the most consumer-centric 2019 and maintained its top-tier position in
banks in the industry with focus on higher- profitability with a return on equity (ROE)
yielding retail and middle-market corporate of 14 percent.
segments. Consumer loans account for over
70 percent of its loan book which makes it EastWest Bank’s continuing thrust is
unique compared to its peers. It ranked ninth to invest in its operations to improve
largest among the listed universal banks in network productivity and share of wallet of
the Philippines by total assets as of year- customers. The bank believes there is still a
end 2019 but holds leadership positions lot of room for optimization of the branch
in consumer finance. It is estimated to be network, product suite, as well as increasing
the second largest in auto loans, top three cross-selling opportunities to its customers.
in personal loans and fifth largest in credit
cards. It moved up a notch higher in auto Over the years, EastWest Bank has
loans following the acquisition of PBCom’s implemented various technology initiatives
car loan portfolio in July 2019, particularly its to improve efficiencies and become a leader
dealer-generated auto lending book. in customer service. The IT initiatives have
included risk management initiatives for
On a stand-alone basis, EastWest Bank business continuity planning, improvements
reported a net income of P6.2 billion in to the core banking system, e-training for
2019, 38 percent higher than the previous employees, internet banking for customers
year. The income was driven by the growth and security enhancements to IT networks.
of its consumer loans portfolio as well as an Some of these initiatives have also allowed
improvement in low cost deposit-taking from the bank to manage costs and optimize
its network of 467 branches. Net revenues business efficiency. EastWest’s size allows
rose 13 percent to P28.7 billion while it to be more nimble and flexible than its
operating expenses, excluding provisions for larger competitors to adapt to changing
losses, increased at a slower rate of 8 percent technology.
to end at P16.4 billion. The bank’s discipline

P6.2B

38% 14%
Net income growth Return on equity

Banking
FDC 2019 ANNUAL REPORT 24
Operational Highlights

Power

Power
FDC 2019 ANNUAL REPORT 25
FDC Misamis power plant

P2.5B

20%
Net income growth

Power is a relatively new business for FDCUI operates an aggregate 405-megawatt


FDC that is proving to be a formidable plant that uses the latest circulating fluidized
and defensive play to the conglomerate’s bed (CFB) clean coal technology. The plant
portfolio. FDC re-entered the power industry operates efficiently, posting a high
in 2009 through the establishment of FDC availability factor of 91 percent in 2019, that
Utilities, Inc. (FDCUI) and the construction of allows it to serve its dispersed customer
the largest baseload power plant within the base of 15 distribution utilities and a private
PHIVIDEC Industrial Estate in the province company. Of the 405-megawatt capacity,
of Misamis Oriental in Mindanao. The plant 302 megawatts are contracted under mostly
was inaugurated in 2016 at a time when long-term power purchase agreements
Mindanao was underserved and was crippled (PPAs). In 2019, FDCUI’s revenues rose by
by brownouts since the region was heavily 17 percent to P10.1 billion as a result of
dependent on derated hydro plants. higher sales volume brought about by
increased demand from its customers and

Power
the sale of replacement power to other
power generators.

FDC 2019 ANNUAL REPORT 26


Demand for power in Mindanao is New Ventures in Renewable Energy and
anticipated to continue to grow, with Sustainable Solutions
significant demand coming from
investments in the PHIVIDEC Industrial To complement the power generation and
Estate where FDCUI’s power plant is located. trading operations, FDC has entered into
On the supply side, power in Mindanao is strategic partnerships with Engie Services
expected to tighten as planned rehabilitation Philippines (Engie) to develop potential
of the hydro plants in Mindanao will have an renewable energy solutions and district
impact in terms of the ability to contribute cooling services in the Philippines. Engie is a
to baseload capacity. When this happens, global energy services provider with focus on
supply will have to be mitigated by the low-carbon power generation mainly based
stability of the large coal-fired baseload on natural gas and renewable energy.
plants such as that of FDCUI.
One joint venture with Engie is the Filinvest-
The plant remains compliant with Engie Renewable Energy Enterprise, Inc.
environmental standards and has been (FREE) for renewable energy solutions. FREE
performing better than minimum standards entered the solar power industry in late-
imposed by DENR and the World Bank. 2018 and has since gained rapid success,
The plant’s emissions are well within the having been awarded three contracts for
guidelines of the Clean Air Act and the a total of 5.4 megawatts of solar rooftop
World Bank’s Environmental Health and systems. In addition, another joint venture
Safety Guidelines for Thermal Power Plants. with Engie has increased Filinvest’s utilities
In addition, the CFB plant has similar infrastructure capabilities in district cooling,
efficiencies as pulverized coal-fired plants having completed the Philippines’ largest
under identical steam conditions but with district cooling system in FLI’s Northgate
lower NOx emissions. The technology Cyberzone in Filinvest City with a capacity of
allows for the removal of sulfur dioxide in up to 12,000 tons of refrigerant.
the combustion process thus eliminating
the need for an external desulphurization Apart from solar power and district cooling,
process and the problem of sulfur disposal. a joint venture agreement with Japanese
company Hitachi Aqua-Tech Engineering Pte.
Ltd. (HAQT) was signed in September 2019 to
Retail Electricity Supply establish Filinvest-Hitachi Omni Waterworks,
Inc. (FLOW) to provide processed water
FDCUI obtained its retail electricity supply solutions across the Philippines. Soon, FLOW
(RES) license in 2016 which allows it to source will be able to offer services in desalination,
and sell power to contestable customers or recycled water and sewage treatment
those with electricity demand of more than facilities. FLOW is seen to complement
one megawatt. The RES operations of FDCUI the operations of another wholly-owned
commenced in 2017 and has since entered subsidiary, Countrywide Water Services,
into contracts for 34 megawatts with 12 which provides water and wastewater
contestable customers. services for internal customers within the
Filinvest group as well as external parties.

Power
FDC 2019 ANNUAL REPORT 27
Operational Highlights

Infrastructure

Infrastructure
FDC 2019 ANNUAL REPORT 28
Perspective of Clark International Airport

Part of FDC’s diversification strategy is to The contract for CIA includes the O&M of
pursue opportunities in the Philippine the existing passenger terminal and the
infrastructure sector that are complementary development, fit-out and O&M of a new
to its existing businesses and accretive to modern terminal building with an estimated
its recurring income stream. FDC’s interest annual capacity of eight million passengers,
in the infrastructure space is through its including the related commercial assets and
participation as a consortium member project facilities. The O&M of the old terminal
in two major airport redevelopments in of CIA was officially handed over to LIPAD
Luzon. Its first foray is its participation in the in August 2019. Meanwhile, the turnover of
consortium which won the bid to operate the new terminal is expected sometime in
and maintain the Clark International Airport the middle of 2020, after which LIPAD has
(CIA). In January 2019, the consortium a year to fit it out. Once completed, the old
signed a concession agreement with terminal that is currently being used will be
the Bases Conversion and Development decommissioned and will be moved to the
Authority for the O&M of CIA for a period new terminal.
of 25 years. The consortium members then
incorporated Luzon International Premier The growth of CIA has exceeded
Airport Development Corporation (LIPAD) expectations. From less than a million
in February 2019 to act as the consortium’s passengers served in 2014, the number of
joint venture entity. FDC’s ownership interest passengers has crossed the four million
in LIPAD is 42.5 percent, whose other mark by the end of 2019. CIA covers 20
owners include JG Summit, Changi Airports domestic and 16 international destinations
Philippines (I) Pte., Ltd. and Philippine Airport serving about 700 weekly flights from a
Ground Support Solutions, Inc. total of 20 airlines. With the impact of the

Infrastructure
FDC 2019 ANNUAL REPORT 29
Ceremonial turnover of Clark International Airport

COVID-19 pandemic, air travel is expected In addition to Clark Airport, Filinvest is also
to be greatly affected particularly during part of the NAIA Consortium alongside six
the construction period of the new terminal. other leading Philippine conglomerates that
The consortium is committed to working was granted an original proponent status to
towards expanding this network, connecting transform the Ninoy Aquino International
Clark to more domestic and international Airport (NAIA) into a regional airport hub
points and cementing its position as the with adequate capacity to meet passenger
premier international gateway for Central traffic demand. The expansion of the airport
and Northern Luzon. For Filinvest, the is intended to increase the annual capacity
investment in CIA is part of the wider and of the existing airport from approximately
longer-term plan of developing the Clark 31 million passengers per annum to
region and improving the Clark corridor’s approximately 47 million passengers per
connectivity in the north all the way down to annum by the end of the second year
the south. of the project, and to approximately 65
million passengers per annum after the
project’s fourth year. The project is awaiting
government approval.

42.5% 4M
FDC’s ownership in LIPAD Passengers served in 2019
by Clark International Airport

Infrastructure
FDC 2019 ANNUAL REPORT 30
Operational Highlights

Sugar

Sugar
FDC 2019 ANNUAL REPORT 31
Sugar is a stable, self-sustaining and self- While sugar prices tend to be volatile since
funding business for the Filinvest group. In it is a commodity, global demand for sugar
2019, sugar operations contributed P299 has consistently grown at two percent
million to FDC’s net income, growing by per annum. Food consumption as well as
88 percent year-on-year. FDC entered the biodiesel use have increased the demand
Mindanao sugar market in 2007 through for sugar. The constraint in the sugar
the acquisition of Pacific Sugar Holdings business, however, is from the limited cane
Corporation (PSHC), the holding company supply in the Philippines, which results in
of the group’s sugar subsidiaries. PSHC the mills and refineries running at sub-
owns a vertically integrated sugar business, optimal capacity utilization. As such, the
which includes sugar mills and refineries, future growth strategies include increasing
and in-house corporate sugarcane farming the supply of sugarcane, improving farm and
operations to enhance productivity and factory productivity and efficiency through
efficiency through innovation. Over the the use of automation and technology
years, the sugar group has been able to to streamline operations, and exploring
adapt its business model, including its opportunities in the renewable power
products and output, to meet the changing sector such as developing biomass plants
demands of the competitive sugar industry to support operations at its facilities and to
and market. possibly sell excess power capacity to third
parties.

Revenue Net Income


(P Bn) (P Bn)
3.3 3.4 159 299

2018 2019 2018 2019

Sugar
FDC 2019 ANNUAL REPORT 32
Corporate
Governance

FDC 2019 ANNUAL REPORT 33


Filinvest Development Corporation was founded on the principles of good governance. It continues to abide
by the core values of its founding father, Andrew L. Gotianun, of integrity, fairness and financial responsibility.
These principles have been incorporated in the Company’s Code of Ethics as well as in its Corporate
Governance Manual. Today, FDC operates in a manner guided by its corporate core values of integrity,
teamwork, professionalism, innovation, customer service and cost effectiveness.

Compliance with Best Practices on Corporate Governance

For the year 2019, FDC complied with the Philippine Stock Exchange (PSE) and the Securities and Exchange
Commission (SEC) regulatory requirements. It is also in compliance with its Revised Manual for Corporate
Governance. In particular, FDC wishes to highlight the following:

a) the election of three (3) independent directors to the Board;


b) the appointment of the members of the audit and risk management oversight, nomination,
compensation, related-party transaction and corporate governance, and digital committees;
c) the conduct of regular quarterly board meetings and special meetings, the faithful attendance of the
directors at these meetings and their proper discharge of duties and responsibilities as such directors;
d) the timely and accurate submission to the SEC and the PSE of reports and disclosures required under
the Securities Regulation Code and the PSE Listing and Disclosure Rules;
e) FDC’s adherence to national and local laws pertaining to its operations;
f ) the observance of applicable accounting standards by FDC;
g) the adoption of the Integrated ASEAN Corporate Governance Report (I-ACGR) in Corporate Governance
Reporting;
h) the adoption of the Related-Party Transaction Policy;
i) the conduct of annual corporate governance seminar to its directors and senior management officers; and
j) the enhancement of FDC’s website to provide our shareholders and stakeholders with quicker reference
to our corporate governance policies.

The Company continuously reviews and updates its corporate governance manual, in compliance with SEC
directives and to reflect current best practices. It filed a Revised Manual on Corporate Governance on 31 July
2014 and again on 31 May 2017.

In order to keep abreast of best practices in corporate governance, the members of the Board and key officers
participated in the joint Annual Corporate Governance Training Program conducted by the Institute of
Corporate Directors on 19 November 2019.

FDC, through its Board of Directors and in coordination with the Management, reviews its corporate
governance practices annually and welcomes proposals, especially from institutions and entities such as the
SEC, PSE and the Institute of Corporate Directors.

Board of Directors

Leading the practice of good corporate governance is the Board of Directors. The Board of Directors of FDC is
firmly committed to the adoption of and compliance with the best practices in corporate governance as well
as the observance of all relevant laws, regulations and ethical business practices.

Nominations and Voting for the Board of Directors

The members of the Board are elected during the annual stockholders’ meeting. The stockholders of FDC may
nominate individuals to be members of the Board of Directors.

FDC 2019 ANNUAL REPORT 34


The Nomination Committee receives nominations for independent directors as may be submitted by the
stockholders. After the deadline for the submission thereof, the Nomination Committee meets to consider
the qualifications as well as grounds for disqualification, if any, of the nominees based on the criteria set forth
in FDC’s Revised Manual on Corporate Governance and the Securities Regulation Code. All nominations
shall be signed by the nominating stockholders together with the acceptance and conformity by the would-
be nominees. The Nomination Committee shall then prepare a Final List of Candidates enumerating the
nominees who passed the screening. The name of the person or group of persons who recommended the
nominees for independent directors shall be disclosed along with his or their relationship with such nominees.

Only nominees whose names appear on the Final List of Candidates shall be eligible for election as
independent directors. No other nomination shall be entertained after the Final List of Candidates shall
have been prepared. No further nomination shall be entertained or allowed on the floor during the annual
meeting.

The conduct of the election of independent directors shall be in accordance with FDC’s Manual on Corporate
Governance. In 2008, FDC filed with the SEC its application for the amendment of the by-laws to include the
procedure that will govern the nomination and election of independent directors. This procedure is consistent
with FDC’s Revised Manual on Corporate Governance and Rule 38 of the Securities Regulation Code. The
approval by the Commission on said application was issued on April 8, 2009. The power to amend the By-
Laws has been delegated to the Board by the stockholders representing two-thirds (2/3) of FDC’s outstanding
capital stock in an annual meeting of said stockholders on 27 May, 1994.

It shall be the responsibility of the Chairman of the annual meeting to inform all stockholders in attendance
of the mandatory requirement of electing independent directors. He shall ensure that independent directors
are elected during the annual meeting. Specific slots for independent directors shall not be filled up by
unqualified nominees. In case of failure of election for independent directors, the Chairman of the meeting
shall call a separate election during the same meeting to fill up the vacancy.

A stockholder may vote such number of shares for as many persons as there are directors to be elected. He
may cumulate said shares and give one candidate as many votes as the number of directors to be elected
multiplied by the number of his shares, or he may distribute them on the same principle among as many
candidates as he shall see fit; Provided, that the total number of votes cast by him shall not exceed the number
of shares owned by him as shown in the books of FDC multiplied by the whole number of directors to be
elected.

The directors of FDC are elected at the annual stockholders’ meeting, to hold office until their respective
successors have been duly appointed or elected and qualified. Vacancies in the Board occurring mid-term
are filled as provided in the Revised Corporation Code and FDC’s Revised Manual on Corporate Governance.
Officers and committee members are appointed or elected by the Board of Directors typically at its first
meeting following the annual stockholders’ meeting, each to hold office until his successor shall have been
duly elected or appointed and qualified.

Independent Directors

Before the annual meeting, a stockholder of FDC may nominate individuals to be independent directors,
taking into account the following guidelines:
A. “Independent director” means a person who, apart from his fees and shareholdings, is independent of
management and free from any business or other relationship which could, or could reasonably
be perceived to, materially interfere with his exercise of independent judgement in carrying out his
responsibilities as director in any corporation that meets the requirements of Section 17.2 of the

FDC 2019 ANNUAL REPORT 35


Securities Regulation Code and includes, among others, any person who:
i. Is not a director or officer or substantial stockholder of FDC or of its related companies or any
of its substantial shareholders (other than as an independent director of any of the foregoing);
ii. Is not a relative of any director, officer or substantial stockholder of FDC, any of its related
companies or any of its substantial shareholders. For this purpose, “relative” includes spouse,
parent, child, brother, sister, and the spouse of such child, brother or sister;
iii. Is not acting as a nominee or representative of a substantial shareholder of FDC, any of its
related companies or any of its substantial shareholders;
iv. Has not been employed in an executive capacity by FDC, any of its related companies or any of
its substantial shareholders within the last two (2) years;
v. Is not related as a professional adviser by FDC, any of its any of its related companies or any of
its substantial shareholders within the last two (2) years, either personally or through his firm;
vi. Has not engaged and does not engage in any transaction with FDC or any of its related
companies or any of its substantial shareholders, whether by himself or with other persons or
through a firm of which he is a partner or a company of which he is a director or substantial
shareholder, other than transactions which are conducted at arms-length and are immaterial
or insignificant.
B. When used in relation to FDC subject to the requirements above:
i. “Related company” means another company which is: (a) its holding company, (b) its
subsidiary, or (c) a subsidiary of its holding company; and
ii. “Substantial shareholder” means any person who is directly or indirectly the beneficial owner
of more than ten percent (10%) of any class of its equity security.
C. An independent director of FDC shall have the following qualifications:
i. He shall have at least one (1) share of stock of FDC;
ii. He shall be at least a college graduate or he shall have been engaged in or exposed to the
business of FDC for at least five (5) years;
iii. He shall possess integrity/probity; and
iv. He shall be assiduous.
D. No person enumerated under Section II (5) of the Revised Manual of Corporate Governance shall
qualify as an independent director. He shall likewise be disqualified during his tenure under the
following instances or causes:
i. He becomes an officer or employee of FDC, or becomes any of the persons enumerated under
items (A) hereof:
ii. His beneficial security ownership exceeds 10% of the outstanding capital stock of FDC;
iii. He fails, without any justifiable cause, to attend at least 50% of the total number of board
meetings during his incumbency unless such absences are due to grave illness or death of an
immediate family member;
iv. If he becomes disqualified under any of the grounds stated in FDC’s Revised Manual on
Corporate Governance.
E. Pursuant to SEC Memorandum Circular No. 09, Series of 2011, which took effect on January 2,
2012, the following additional guidelines shall be observed in the qualification of individuals to serve
as independent directors:
i. There shall be no limit in the number of covered companies that a person may be elected as
independent director, except in business conglomerates where an independent director can
be elected to only five (5) companies of its conglomerate, i.e., parent company, subsidiary or
affiliate;
ii. Independent directors can serve as such for five (5) consecutive years, provided that service
for a period of at least six (6) months shall be equivalent to one (1) year, regardless of the

FDC 2019 ANNUAL REPORT 36


manner by which the independent director position was relinquished or terminated;
iii. After completion of the five-year service period, an independent director shall be ineligible for
election as such in the same company unless the independent director has undergone a
“cooling off” period of two (2) years, provided, that during such period, the independent
director concerned has not engaged in any activity that under existing rules disqualifies a
person from being elected as independent director in the same company;
iv. An independent director re-elected as such in the same company after the “cooling off” period
can serve for another five (5) consecutive years under the conditions mentioned in paragraph
(ii) above;
v. After serving as independent director for ten (10) years, the independent director shall be
perpetually barred from being elected as such in the same company, without prejudice to
being elected as an independent director in other companies outside the business
conglomerate;
vi. All previous terms served by existing independent directors shall not be included in the
application of the term limits.
F. Pursuant to SEC Memorandum Circular No. 9, Series of 2011, as amended by SEC Memorandum
Circular No. 04, Series of 2017, the following additional guidelines shall be observed in the
qualification of individuals to serve as independent directors:
i. There shall be no limit in the number of covered companies that a person may be elected as
Independent Director, except in business conglomerates where an ID can be elected to only
five (5) companies of the conglomerate, i.e., parent company, subsidiary or affiliate;
ii. The independent director shall serve for a maximum cumulative term of nine (9) years;
iii. After this, the independent director shall be perpetually barred from re-election as such in the
same company, but may continue to qualify as non-independent director;
iv. In the instance that a company wants to retain an independent director who has served for
nine (9) years, the Board should provide meritorious justification/s and seek shareholders’
approval during the annual shareholders’ meeting; and
v. The reckoning of the cumulative nine-year term is from 2012.

Members of the Board of Directors, Attendance and Committee Memberships

The following table lists down the members of the Board of Directors and their attendance in Board Meetings
in 2019.

No. of
No. of
Board Meetings Held %
Name of Director Date of Election Meetings
Member During the Attendance
Attended
Year
Chairman Jonathan T. Gotianun April 26, 2019 7 7 100%
Member L. Josephine Gotianun-Yap April 26, 2019 7 7 100%
Member Andrew T. Gotianun, Jr. April 26, 2019 7 6 86%
Member Michael Edward T. Gotianun April 26, 2019 7 7 100%
Independent Val Antonio B. Suarez April 26, 2019 7 7 100%
Independent Virginia T. Obcena April 26, 2019 7 7 100%
Independent Claire A. Huang* April 26, 2019 3 3 100%
* Ms. Claire A. Huang was elected as member of the Board of Directors on April 26, 2019

FDC 2019 ANNUAL REPORT 37


The following table lists down the attendance of the Board of Directors during the April 26, 2019 Annual
Stockholders’ Meeting and their memberships in the different Committees:

Attended May 4, 2018


Name of Director Annual Stockholders’ Committee Membership
Meeting

Executive Committee (Chairman), Audit & Risk


Management Oversight Committee, Compensation
Jonathan T. Gotianun Yes
Committee, Nomination Committee,
Digital Committee

Executive Committee, Audit & Risk Management


L. Josephine Gotianun-Yap Yes Oversight Committee, Compensation Committee,
Nomination Committee, Digital Committee

Executive Committee, Related-Party Transaction &


Andrew T. Gotianun, Jr. Yes
Corporate Governance Committee

Michael Edward T. Gotianun Yes Executive Committee

Audit & Risk Management Oversight Committee,


Val Antonio B. Suarez Compensation Committee (Chairman), Nomination
Yes
Independent Director Committee (Chairman), Related-Party Transaction &
Corporate Governance Committee (Chairman)

Audit & Risk Management Oversight Committee


Virginia T. Obcena (Chairman), Compensation Committee, Nomination
Yes
Lead Independent Director Committee, Related-Party Transaction & Corporate
Governance Committee

Claire A. Huang Related-Party Transaction & Corporate Governance


No
Independent Director Committee, Digital Committee (Chairman)

* Ms. Claire A. Huang was elected as member of the Board of Directors on April 26, 2019

FDC 2019 ANNUAL REPORT 38


Duties and Responsibilities of the Different Board Committees

Executive Committee

Committee Members

No. of No. of Length of Service


Date of %
Office Name Meetings Meetings in the Committee
Appointment Attendance
Held Attended (*)
Chairman Jonathan T. Gotianun April 26, 2019 7 7 100% 1 year
L. Josephine Gotianun-
Member (ED) April 26, 2019 7 7 100% 1 year
Yap
Member
Andrew T. Gotianun, Jr. April 26, 2019 7 4 57% 1 year
(NED)
Michael Edward T.
Member (ED) April 26, 2019 7 5 71% 1 year
Gotianun
(*) The Committee members are elected annually.

The functions, duties and responsibilities of the Board of Directors may be delegated, to the fullest extent
permitted by law, to an Executive Committee to be established by the Board of Directors. The Executive
Committee shall consist of five (5) members, and least three (3) of whom shall be members of the Board of
Directors. All members of the Executive Committee shall be appointed by and under the control of the Board
of Directors.

The Executive Committee may act on such specific matters within the competence of the Board of Directors as
may be delegated to it by a majority vote of the Board of Directors, except with respect to:
(i) approval of any action for which shareholders’ approval is also required;
(ii) the filing of vacancies in the Board of Directors;
(iii) the amendment or repeal of these by-laws or the adoption of new by-laws;
(iv) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not
so amendable or repealable; and
(v) the distribution of cash dividends to shareholders.

The act of the Executive Committee on any matter within its competence shall be valid if (i) it is approved by
the majority vote of all its members in attendance at a meeting duly called where a quorum is present and
acting throughout, or (ii) it bears the written approval or conformity of all its incumbent members without
necessity for a formal meeting.

The Executive Committee shall hold its regular meeting at least once a month or as often as it may determine,
in the principal office of the corporation or at such other place as may be designated in the notice. Any
member of the Executive Committee may, likewise, call a meeting of the Executive Committee at any time.
Notice of any meeting of the Executive Committee shall be given at least seven (7) business days prior to the
meeting or such shorter notice period as may be mutually agreed. The notice shall be accompanied by (i) a
proposed agenda or statement of purpose and (ii) where possible, copies of all documents, agreements and
information to be considered at such meeting.

FDC 2019 ANNUAL REPORT 39


Audit and Risk Management Oversight Committee

Committee Members

No. of No. of Length of Service


Date of %
Office Name Meetings Meetings in the Committee
Appointment Attendance
Held Attended (*)
Chairman (ID) Virginia T. Obcena April 26, 2019 4 4 100% 1 year
L. Josephine
Member (ED) April 26, 2019 4 4 100% 1 year
Gotianun-Yap
Member (NED) Jonathan T. Gotianun April 26, 2019 4 3 75% 1 year
Member (ID) Val Antonio B. Suarez April 26, 2019 4 4 100% 1 year
(*) The Committee members are elected annually.

The Board constituted an Audit and Risk Management Oversight Committee composed of at least three (3)
director-members with accounting and financial background, one of whom must be an independent director
and another must have related audit experience.

The Chairman of this Committee should be an independent director. He is responsible for inculcating in the
minds of the Board members the importance of management responsibilities in maintaining a sound system
of internal control and the Board’s oversight responsibility.

Duties and Responsibilities:


• Provide oversight financial management functions specifically in areas of managing credit, market,
liquidity, operational, legal and other risks of the Company, and crisis management;
• Provide oversight of the Company’s internal and external auditors;
• Review and approve audit scope and frequency, and the annual internal audit plan;
• Discuss with the external auditor before the audit commences the nature and scope of the audit, and
ensure coordination where more than one (1) audit firm is involved;
• Set up an internal audit department and consider the appointment of an internal auditor as well as an
independent external auditor, the audit fee and any question of resignation or dismissal;
• Monitor and evaluate the adequacy and effectiveness of the Company’s internal control system;
• Receive and review reports of internal and external auditors and regulatory agencies, where applicable,
and ensure that management is taking appropriate corrective actions, in a timely manner, in addressing
control and compliance functions with regulatory agencies;
• Review the quarterly, half-year and annual financial statements before submission to the Board with
particular focus on the following matters:
- Any change/s in accounting policies and practices
- Major judgmental areas
- Significant adjustments resulting from the audit
- Going concern assumptions
- Compliance with accounting standards
- Compliance with tax, legal and regulatory requirements
• Coordinate, monitor and facilitate compliance with existing laws, rules and regulations;
• Evaluate and determine non-audit work by external auditor and keep under review the non-audit
fees paid to the external auditor both in relation to their significance to the auditor and in relation to the
Company’s total expenditure on consultancy. The non-audit work should be disclosed in the Annual
Report; and

FDC 2019 ANNUAL REPORT 40


• Establish and identify the reporting line of the chief audit executive so that the reporting level allows
the internal audit activity to fulfill its responsibilities. The chief audit executive shall report directly to the
Audit Committee functionally. The Audit Committee shall ensure that the internal auditors shall have
free and full access to the Company’s records, properties and personnel relevant to the internal audit
activity, and that the internal audit activity should be free from interference in determining the scope of
internal auditing examinations, performing work, and communicating results, and shall provide a venue
for the Audit Committee to review and approve the annual internal audit plan.

Compensation Committee

Committee Members

No. of No. of Length of


Date of %
Office Name Meetings Meetings Service in the
Appointment Attendance
Held Attended Committee (*)
Chairman (ID) Val Antonio B. Suarez April 26, 2019 1 1 100% 1 year
Member (ED) L. Josephine Gotianun-Yap April 26, 2019 1 1 100% 1 year
Member (NED) Jonathan T. Gotianun April 26, 2019 1 1 100% 1 year
Member (ID) Virginia T. Obcena April 26, 2019 1 1 100% 1 year
(*) The Committee members are elected annually.

The Board constituted a Compensation Committee composed of at least three (3) director-members, one of
whom must be an independent director.

Duties and Responsibilities:


• Establish a formal and transparent procedure for developing a policy on executive remuneration and for
fixing the remuneration packages of corporate officers and directors, and provide oversight over
remuneration of senior management and other key personnel ensuring that compensation is consistent
with the Company’s culture, strategy and control environment;
• Designate amount of remuneration, which shall be in a sufficient level to attract and retain directors and
officers who are needed to run the Company successfully;
• Establish a formal and transparent procedure for developing a policy on executive remuneration and for
fixing the remuneration packages of individual directors, if any, and officers;
• Develop a form on Full Business Interest Disclosure as part of the pre-employment requirements for all
incoming officers, which, among others, compel all officers to declare under the penalty of perjury all their
existing business interests or shareholdings that may directly or indirectly conflict in their performance of
duties once hired;
• Disallow any director to decide his or her own remuneration;
• Provide in the Company’s annual reports, information and proxy statements a clear, concise and
understandable disclosure of compensation of its executive officers for the previous fiscal year and
ensuing year; and
• Review the existing Human Resources Development or Personnel Handbook, to strengthen provisions
on conflict of interest, salaries and benefits policies, promotion and career advancement directives and
compliance of personnel concerned with all statutory requirements that must be periodically met in their
respective posts.

FDC 2019 ANNUAL REPORT 41


Nomination Committee

Committee Members

No. of No. of
Date of % Length of Service
Office Name Meetings Meetings
Appointment Attendance in the Committee (*)
Held Attended
Chairman
Val Antonio B. Suarez April 26, 2019 2 2 100% 1 year
(ID)
Member (ED) L. Josephine Gotianun-Yap April 26, 2019 2 2 100% 1 year
Member
Jonathan T. Gotianun April 26, 2019 2 2 100% 1 year
(NED)
Member (ID) Virginia T. Obcena April 26, 2019 1 1 100% 1 year
Member
Rizalangela L. Reyes April 26, 2019 2 2 100% 1 year
(Ex officio)
* Ms. Virginia T. Obcena was elected as member of the Nomination Committee on April 26, 2019
** The Committee members are elected annually.

The Board constituted a Nomination Committee consisting of at least three (3) director-members, one of
whom shall be an independent director. The Head of the Human Resources Department shall be a non-voting
ex-officio member.

The Nomination Committee may review and evaluate the qualifications of all persons nominated to the Board,
as well as those nominated to other positions requiring appointment by the Board, and provide assessment
on the Board’s effectiveness in directing the process of renewing and replacing the Board’s members.

The Nomination Committee may consider the following guidelines in the determination of the number of
directorships for the Board:
• The nature of the business of the corporations in which he is a director;
• Age of the director;
• Number of directorships/active memberships and officerships in other corporations or organizations; and
• Possible conflict of interest.

The Chief Executive Officer and other executive directors shall submit themselves to a low indicative limit
on membership in other corporate boards. The same low limit shall apply to independent, non-executive
directors who serve as full-time executives in other corporations. In any case, the capacity of directors to serve
with diligence shall not be compromised.

The Nomination Committee may pre-screen and shortlist all candidates nominated to become a member of
the Board of Directors, taking into account the qualifications and the grounds for disqualifications as set forth
in FDC’s Manual of Corporate Governance and the Securities Regulation Code.

The Nomination Committee shall promulgate the guidelines or criteria to govern the conduct of the
nomination for members of the Board of Directors. The same shall be properly disclosed in the Company’s
information or proxy statement or such other reports required to be submitted to the Securities and Exchange
Commission (SEC).

FDC 2019 ANNUAL REPORT 42


The Nomination of independent directors shall be conducted by the Committee before the stockholders’
meeting. All recommendations shall be signed by the nominating stockholders together with the acceptance
and conformity by the would-be nominees.

The Committee shall pre-screen the qualifications and prepare a final list of all candidates and put in place
screening policies and parameters to enable it to effectively review the qualifications of the nominees for
independent directors as set forth in the Company’s Manual on Corporate Governance.

After the nomination, the Committee shall prepare a Final List of Candidates which shall contain all the
information about all the nominees for independent directors, which shall be made available to the SEC
and all stockholders through the filing and distribution of the Information Statement, or in such reports the
Company is required to submit to the SEC. The name of the person or group of persons who recommended
the nomination of the independent director shall be identified in such report, including any relationship with
the nominee.

Related-Party Transaction and Corporate Governance Committee

Committee Members
No. of No. of
Date of % Length of Service
Office Name Meetings Meetings
Appointment Attendance in the Committee (*)
Held Attended
Chairman
Val Antonio B. Suarez April 26, 2019 2 2 100% 1 year
(ID)
Member
Andrew T. Gotianun, Jr. April 26, 2019 2 2 100% 1 year
(NED)
Member (ID) Virginia T. Obcena April 26, 2019 2 2 100% 1 year
Member (ID) Claire A. Huang April 26, 2019 1 1 100% 1 year
(*) The Committee members are elected annually.

The Related Party Transaction Committee is composed of at least three (3) non-executive directors, two (2) of
whom must be independent, including the Chairman of the Committee.

The Related Party Transaction Committee has the following duties and responsibilities:

• Conduct continuous evaluation and monitoring of existing relations among counterparties to ensure
that all related parties are identified, RPTs are monitored, and subsequent changes in relationships with
counterparties (from non-related to related and vice versa) are captured. Related parties, RPTs and
changes in relationships should be reflected in the relevant reports to the Board and the SEC;

• Evaluate all material RPTs to ensure that these are transacted on an arm’s length basis and that no
corporate or business resources of the company are misappropriated or misapplied, and to determine any
potential reputational risk issues that may arise as a result of or in connection with the transactions.

In evaluating RPTs, the Committee may take into account the following:

• The related party's relationship to the Company and interest in the transaction;
• The material facts of the proposed RPT, including the proposed aggregate value of such transaction;
• The benefits to the Company of the proposed RPT;

FDC 2019 ANNUAL REPORT 43


• The availability of other sources of comparable products or services; and
• An assessment of whether the proposed RPT is on terms and conditions that are comparable to the
terms generally available to an unrelated party under similar circumstances. The company should have
an effective price discovery system in place and exercise due diligence in determining a fair price for
RPTs.

• Ensure that appropriate disclosure is made to the regulating and supervising authorities relating to the
Corporation's RPT exposures, and policies on conflicts of interest or potential conflicts of interest;

• Report to the Board, on a regular basis, the status and aggregate exposures to each related party, as well
as the total amount of exposures to all related parties;

• Ensure that transactions with related parties, including write-off of exposures, are subject to a periodic
independent review or audit process; and

• Oversee the implementation of the system for identifying, monitoring, measuring, controlling, and
reporting RPTs, including a periodic review of RPT policies and procedures.

Digital Committee

Committee Members
No. of No. of
Date of % Length of Service
Office Name Meetings Meetings
Appointment Attendance in the Committee (*)
Held Attended
Chairman
Claire A. Huang April 26, 2019 2 2 100% 1 year
(ID)
Member (ED) L. Josephine Gotianun-Yap April 26, 2019 2 2 100% 1 year
Member (eD) Jonathan T. Gotianun April 26, 2019 2 2 100% 1 year
(*) The Committee members are elected annually.

Compensation of the Board of Directors and Officers

Except for a per diem being paid to each non-executive director of Php50,000 for every Board committee
meeting attended and Php100,000 for every Board meeting attended, there are no other arrangements for the
payment of compensation or remuneration to the directors in their capacity as such. There are no outstanding
warrants or options held by the Company’s CEO, the above-named executive officers, and all officers and
directors as a group.

FDC 2019 ANNUAL REPORT 44


Meanwhile, the aggregate compensation incurred or paid during the last two fiscal years to the non-
independent directors and top officers of FDC are as follows:

Other Annual
Name and Principal Position Year Salary Bonus Total
Compensation
Josephine G. Yap
(President /CEO)

Jonathan T. Gotianun
(Chairman)

Nelson M. Bona
(EVP, CFO, Treasurer and
Compliance Officer)

Daniel Ang Tan Chai


(SVP/Deputy CFO)

Michael T. Gotianun
(Director/VP)
2020-Estimated P66.1M P8.8M P74.9M
CEO and top 4 highest
2019 P62.9M P8.4M P71.3M
compensated officers
2018 P54.8M P7.5M P62.3M
2020-Estimated P87.2M P12.0M P99.2M
All officers and directors as a
2019 P83.0M P11.4M P94.4M
group unnamed
2018 P66.8M P9.3M P76.1M

Family Relationships

Mr. Andrew T. Gotianun Jr., Mr. Jonathan T. Gotianun, Mr. Michael Edward T. Gotianun and Ms. Lourdes
Josephine Gotianun Yap are siblings.

External Auditor

The auditing firm SyCip Gorres Velayo & Co. (SGV) is the current independent auditor of FDC. There have been
no disagreements with SGV on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure.

FDC, in compliance with SRC Rule 68(3)(b)(iv) relative to the five-year rotation requirement of its external
auditors has designated Mr. Michael C. Sabado as its engagement partner starting CY 2018. The
representatives of SGV were present at the annual meeting held last April 26, 2019 to respond to appropriate
questions at the meeting.

A. Audit and Audit-Related Fees


In consideration for the following professional services rendered by SGV as the independent auditor of FDC:
1. The audit of FDC’s annual financial statements and such services normally provided by an external
auditor in connection with statutory and regulatory filings or engagements for those fiscal years;
2. Other assurance and related services by SGV that are reasonably related to the performance of the
audit or review of FDC’s financial statements.

FDC 2019 ANNUAL REPORT 45


The aggregate fees billed to the Group for professional services rendered by the external auditor for the
examination of the annual financial statements amounted to Php11.2 million and Php9.3 million, net of
VAT in 2019 and 2018, respectively.

In 2019 and 2018, additional fees for other services of external auditor amounted to Php27.9 million and
Php24.0 million, respectively.

B. Tax Fees
The fees billed to the Group for tax services which pertained to compliance review amounted to Php8.6
million and Php6.8 million in 2019 and 2018, respectively.

C. All Other Fees


There are no other fees billed in each of the last two (2) years for products and services provided by the
external auditor, other than the services reported under items mentioned above.

D. Approval Policies and Procedures for Independent Accountant’s Services of Management/ Audit and Risk
Management Oversight Committee

E. In giving its stamp of approval to the audit services rendered by the independent accountant and the rate
of the professional fees to be paid, the Audit and Risk Management Oversight Committee, with inputs
from the management of FDC, makes a prior independent assessment of the quality of audit services
previously rendered by the accountant, the complexity of the transactions subject of the audit, and the
consistency of the work output with generally accepted accounting standards.

Shareholders’ Rights

The Company recognizes that the most cogent proof of good corporate governance is that which is visible
to the eyes of its investors. Therefore, the following provisions are issued for the guidance of all internal and
external parties concerned, as governance covenant between the Company and all its investors:

The Board shall be committed to respect the following rights of the stockholders:

I. Voting Right

1. Shareholders shall have the right to elect, remove and replace directors and vote on certain corporate
acts in accordance with the Revised Code.
2. Cumulative voting is mandatory in the election of directors.
3. A director shall not be removed without cause if it will deny minority shareholders representation in
the Board.

II. Power of Inspection

All shareholders shall be allowed to inspect corporate books and records including minutes of Board
meetings and stock registries, in accordance with the Revised Corporation Code, during business hours
and upon prior written notice to the Company, for legal purposes.

All shareholders shall be furnished with annual reports, including financial statements, without cost or
restrictions.

FDC 2019 ANNUAL REPORT 46


III. Right to Information

1. The shareholders shall be provided, upon request, with periodic reports which disclose personal and
professional information about the directors and officers and certain other matters such as their
holdings of the Company’s shares, dealings with the Company, relationships among directors and key
officers, and the aggregate compensation of directors and officers.
2. The minority shareholders shall be granted the right to propose the holding of a meeting, and the
right to propose items in the agenda of the meeting, provided the items are for legitimate business
purposes.
3. The minority shareholders shall have access to any and all information relating to matters for which
the management is accountable for and to those relating to matters for which the management shall
include such information and, if not included, then the minority shareholders shall be allowed to
propose to include such matters in the agenda of stockholders’ meeting, being within the definition of
“legitimate purposes”.

IV. Right to Dividends

1. Shareholders shall have the right to receive dividends subject to the discretion of the Board.
2. The Commission may direct the Company to declare dividends when its retained earnings shall be in
excess of 100% of its paid-in capital stock, except: i) when justified by definite corporate expansion
projects or programs approved by the Board; or ii) when the Company is prohibited under any loan
agreement with any financial institution or creditor, whether local or foreign, from declaring dividends
without its consent, and such consent has not been secured; or iii) when it can be clearly shown that
such retention is necessary under special circumstances obtaining in the Company, such as when
there is a need for special reserve for probable contingencies.

V. Appraisal Right

The shareholders shall have appraisal right or the right to dissent and demand payment of the fair value of
their shares in the manner provided for under the Revised Corporation Code of the Philippines, under any
of the following circumstances:
• In case any amendment to the articles of incorporation has the effect of changing or restricting the
rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to
those of outstanding shares of any class, or of extending or shortening the term of corporate
existence.
• In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all
of the corporate property and assets as provided in the Revised Corporation Code;
• In case of investment of corporate funds in any other corporation or business or for any purpose other
than the Company’s primary purpose; and
• In case of merger or consolidation.

VI. The Board should be transparent and fair in the conduct of the annual and special shareholders’ meetings
of the corporation.

The shareholders should be encouraged to personally attend such meetings. If they cannot attend, they
should be apprised ahead of time of their right to appoint a proxy. Subject to the requirements of the
By-Laws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a
proxy should be resolved in the shareholder’s favor.

FDC 2019 ANNUAL REPORT 47


VII. It shall be the duty of the directors to promote shareholder rights, remove impediments to the exercise
of shareholders’ rights and allow possibilities to seek redress for violation of their rights. They shall
encourage the exercise of shareholders’ voting rights and the solution of collective action problems
through appropriate mechanisms. They shall be instrumental in removing excessive costs and other
administrative or practical impediments to shareholders participating in meetings and/or voting in
person. The directors shall pave the way for the electronic filing and distribution of shareholder
information necessary to make informed decisions subject to legal constraints.

Dividend Policy and Dividends Paid

While the Board endeavors to declare dividends each year, the payment of cash dividends depends upon
the Company’s earnings, cash flow, financial condition, capital investment requirements and other factors
(including certain restrictions on dividends imposed by the terms of loan agreements).

On July 2, 2015, FDC paid cash dividends of Php0.0500 per share or a total of Php465.87 million to all
shareholders on record as of June 10, 2015. This is equivalent to 12.4% of the Php3.744 billion in net income
attributable to parent generated in 2014.

On June 21, 2016, FDC paid cash dividends of Php0.0516 per share or a total of P480.78 million to all
shareholders on record as of May 27, 2016. This is equivalent to 11.0% of the P4.37 billion net income
attributable to parent generated in 2015

On June 21, 2017, FDC paid cash dividends of Php0.059 per share or a total of Php550.27 million to all
stockholders on record as of May 28, 2017. This is equivalent to 10.0% of the Php5.50 billion net income
attributable to parent generated in 2016.

On June 28, 2018, FDC paid cash dividends of Php0.0765 per share or a total of Php661.62 million to all
stockholders on record as of June 3, 2018. This is equivalent to 10.0% of the Php6.6 billion net income
attributable to parent generated in 2017.

On June 19, 2019, FDC paid cash dividends of Php0.10 per share or a total of Php864.85 million to all
stockholders on record as of May 26, 2019. This is equivalent to 8.9% of the Php9.8 billion net income
attributable to parent generated in 2018.

Annual Stockholders’ Meeting and Procedures

Notice of Annual Stockholders’ Meeting

On January 23, 2019, FDC disclosed to the Philippine Stock Exchange that its Board of Directors had fixed the
date of the Annual Stockholders’ Meeting on April 26, 2019 with the record date set on March 20, 2019.

Stockholders were informed that the Annual Stockholders’ Meeting for 2019 would be held at 9:00 a.m. at
Ballrooms 1 & 2, Crimson Hotel Filinvest City, Manila, Entrata Urban Complex, 2609 Civic Drive, Filinvest City,
Alabang, Muntinlupa City.

FDC 2019 ANNUAL REPORT 48


Procedures During the Annual Stockholders’ Meeting

The following was the agenda of the Annual Stockholders’ Meeting last April 26, 2019:

I. Call to Order

II. Proof of Notice of Meeting

III. Certification of Quorum

IV. Approval of the Minutes of the Annual Stockholders’ Meeting held on May 4, 2018

V. Presentation of the President’s Report

VI. Ratification of the Audited Financial Statements for the year ended December 31, 2018

VII. Ratification of the Acts and Resolutions of the Board of Directors, Board Committees and Management
from the Date of the Last Annual Stockholders’ Meeting up to April 26, 2019

VIII. Election of the Members of the Board of Directors, including three (3) Independent Directors for 2019-2020

IX. Appointment of the External Auditor

X. Approval by the stockholders of the grant of authority to the Board of Directors to conduct an equity
offering by FDC (such as, but not limited to, a placing and subscription transaction and in such instance,
waiver by all its stockholders of the Philippine Stock Exchange (PSE) requirement to conduct a rights or
public offering for shares issued by FDC pursuant to such equity offering) under such terms and conditions
that the Board of Directors may determine, inclusive of: (i) authority to fix the number of shares for such
equity offering in such number of shares as may be required by FDC for funding its projects; (ii) delegation
of authority to the President to appoint advisers, consultants, underwriters, lead managers, arrangers,
global coordinators, stabilization agent, and other relevant parties for the equity offering; (iii)
determination of the offering price based on generally accepted pricing formulas such as but not limited
to publicly traded comparables (e.g. Enterprise Value/ EBITDA/ Price/ Earnings), discounted cash flow or
net asset value, and any discount/premium thereto, as may be appropriate or relevant per prevailing
market conditions; and (iv) authority to list the shares issued in connection with the equity offering with
the PSE

XI. Other Matters

XII. Adjournment

Only stockholders of record as of March 20, 2019 were entitled to attend and vote in the said meeting.

FDC 2019 ANNUAL REPORT 49


On the same day, right after the stockholders’ meeting, FDC disclosed to the Philippine Stock Exchange the
results of the annual stockholders’ meeting which included the following:

a. Approval of the Minutes of the Annual Stockholders’ Meeting held on May 4, 2018;
b. Ratification of the Audited Financial Statements for the year ended December 31, 2018;
c. Declaration of cash dividends in the amount of Php0.10 per share to all stockholders of record as of
May 26, 2019, with payment date on June 19, 2019;
d. Ratification of all the acts, resolutions and proceedings of the Board of Directors, Board Committees
and Management from the date of the last annual stockholders’ meeting up to April 26, 2019;
e. Appointment of Sycip Gorres Velayo & Co. as the independent external auditor of FDC for the year
2019; and
f. Approval by the stockholders of the grant of authority to the Board of Directors to conduct an equity
offering by FDC (such as, but not limited to, a placing and subscription transaction and in such
instance, waiver by all its stockholders of the Philippine Stock Exchange (PSE) requirement to conduct
a rights or public offering for shares issued by FDC pursuant to such equity offering) under such terms
and conditions that the Board of Directors may determine, inclusive of: (i) authority to fix the number
of shares for such equity offering in such number of shares as may be required by FDC for funding
its projects; (ii) delegation of authority to the President to appoint advisers, consultants, underwriters,
lead managers, arrangers, global coordinators, stabilization agent, and other relevant parties for the
equity offering; (iii) determination of the offering price based on generally accepted pricing formulas
such as but not limited to publicly traded comparables (e.g. Enterprise Value/ EBITDA/ Price/ Earnings),
discounted cash flow or net asset value, and any discount/premium thereto, as may be appropriate
or relevant per prevailing market conditions; and (iv) authority to list the shares issued in connection
with the equity offering with the PSE.

FDC likewise disclosed that the following were elected as directors to serve for the period 2019-2020 and until
their successors shall have been duly elected and qualified:

1. Andrew T. Gotianun, Jr.


2. Jonathan T. Gotianun
3. L. Josephine Gotianun-Yap
4. Michael Edward T. Gotianun
5. Val Antonio B. Suarez (as independent director)
6. Virginia T. Obcena (as independent director)
7. Claire A. Huang (as independent director)

FDC made another disclosure to the Philippine Stock Exchange regarding the declaration of the Board of
Directors of a cash dividend for all stockholders on record as of May 26, 2019 in the amount of Php0.10 per
share. The payment date was set on June 19, 2019.

FDC 2019 ANNUAL REPORT 50


Statutory Compliance

FDC fully complied with the Philippine Stock Exchange (PSE) and Securities and Exchange Commission (SEC)
regulatory requirements. Below is the Company’s Reportorial Compliance Report:

Type of Report Number of Filings


Financials
Annual Report (17-A) 1
Quarterly Report (17-Q) 3
2018 Audited Financial Statements 1
Request for extension in filing 17-A, 17-Q None

Ownership
Annual List of Stockholders – for Annual Stockholders’ Meeting 1
Foreign Ownership Monitoring Report 14
Public Ownership Report 12
Report on Number of Shareholders and Board Lot 12
Statement of Changes in Beneficial Ownership of Securities (23-B) 4
Top 100 Stockholders’ List 4

Notices – Stockholders’ Meetings/Briefings/Dividends None


Notice of Annual/Special Stockholders’ Meeting 1
Dividend Notice (part of disclosure on Results of Stockholders’ Meeting) 1

Other Disclosures
Certification – Qualifications of Independent Directors 1
Clarifications of News Articles 2
Definitive Information Statement (20-IS) 1
General Information Sheet 1
Preliminary Information Statement (20-IS) 1
SEC Form 17-C (Current Report) 23
Which includes the following:

a) Results of Annual Stockholders’ Meeting/Board Meetings


b) Press Releases
c) Other Matters

Investor Relations

FDC’s website, www.filinvestgroup.com, makes available to the public current information on the Company,
including details of its operations.

The Investor Relations section of the website provides information on financial statements, press releases,
declaration of dividends, ownership structure and any changes in the ownership of major shareholders and
officers, notice of analysts’ briefings, other reportorial requirements by the Philippine Stock Exchange.

The contact details of the Investor Relations Department are available on the website.

FDC 2019 ANNUAL REPORT 51


Board of Directors
Subsidiary Heads
Senior Management

FDC 2019 ANNUAL REPORT 52


Mercedes T. Gotianun Jonathan T. Gotianun Josephine Gotianun Yap Andrew T. Gotianun, Jr.
Chairperson Emerita Chairman Director Director
President & CEO

Michael Edward T. Gotianun Claire A. Huang Virginia T. Obcena Val Antonio B. Suarez
Director Independent Director Independent Director Independent Director

Board of
Directors
FDC 2019 ANNUAL REPORT 53
Josephine Gotianun Yap Jonathan T. Gotianun Antonio C. Moncupa, Jr.
President & CEO President & CEO Vice Chairman, President & CEO
Filinvest Land, Inc. (FLI) Pacific Sugar Holdings Corporation (PSHC) EastWest Banking Corporation (EWBC)
Filinvest Hospitality Corporation (FHC)

President
Luzon International Premier Airport
Development Corporation (LIPAD)
Philippine DCS Development Corporation
(PDDC)

Catherine A. Ilagan Juan Eugenio L. Roxas Emerlindo S. Andal, Jr.


President & COO President & CEO President & COO
Filinvest Alabang, Inc. (FAI) FDC Utilities, Inc. (FDCUI) Corporate Technologies, Inc. (CTI)
Filinvest-Hitachi Omni Waterworks, Inc.
(FLOW)
Countrywide Water Services, Inc.
(CWSI)

President
Filinvest-Engie Renewable Energy
Enterprise, Inc. (FREE)

Subsidiary
Heads
FDC 2019 ANNUAL REPORT 54
Nelson M. Bona Daniel L. Ang Tan Chai Renato Rex Xavier G. Marzan
EVP - Group CFO, Treasurer and SVP - Deputy CFO SVP - Group Chief Digital Officer
Compliance Officer & Chief Innovation Officer

Michael Edward T. Gotianun Bernadette M. Ramos Virginia A. Cayanga


Vice President VP - Marketing VP - Risk Management

Senior
Management
FDC 2019 ANNUAL REPORT 55
Josephine Gotianun Yap Catherine A. Ilagan Ma. Carmen M. Rosal Arnulfo N. delos Reyes
President & CEO, FLI President & COO, FAI President - ProExcel President, Dreambuilders Pro, Inc.
Property Managers, Inc. (DPI)
(PPMI)

Maricel B. Lirio Tristaneil D. Las Marias Ana Venus A. Mejia Vincent Lawrence L. Abejo
EVP & COO - Cyberzone EVP - Chief Strategy Officer, FLI FSVP - Chief Finance Officer, FSVP - Chief Sales and Marketing
Properties, Inc. (CPI) FLI & FAI Officer, FLI

Real Estate
Group
FDC 2019 ANNUAL REPORT 56
Francis V. Ceballos Winnifred H. Lim
SVP - Business Group Head, FLI SVP - Chief Technical Planning Officer,
FLI & FAI

Romeo T. Bautista Joselito F. Santos


SVP - Bids & Awards Head, SVP - Business Group Head, FLI
FLI & FAI

Real Estate
Group
FDC 2019 ANNUAL REPORT 57
EASTWEST BANKING CORPORATION

Antonio C. Moncupa, Jr. Rafael S. Algarra, Jr.


Vice Chairman, President & CEO Senior Executive VP - Treasury,
Markets and Off-Balance Sheet Head

Gerardo Susmerano Jacqueline S. Fernandez


Senior Executive VP - Senior Executive VP -
Retail Banking Head Chief Lending Officer

Banking
Group
FDC 2019 ANNUAL REPORT 58
FDC UTILITIES, INC.

Juan Eugenio L. Roxas Daniel L. Ang Tan Chai


President & CEO Chief Finance Officer, FDCUI
FDCUI, FLOW & CWSI

Power and
President
FREE

Utilities Group

Charles E. Brookfield James M. Montenegro Francis C. Gotianun


President & COO, Chroma Country Manager, CHI SVP, FHC
Hospitality, Inc. (CHI)

Hospitality
Group
FDC 2019 ANNUAL REPORT 59
PACIFIC SUGAR HOLDINGS CORPORATION

Jonathan T. Gotianun Constancio B. Galinato

Sugar
President & CEO EVP - COO

Group

Emerlindo S. Andal, Jr.


President & COO, CTI

Information
Technology Group
FDC 2019 ANNUAL REPORT 60
Consolidated
Financial
Statements

FDC 2019 ANNUAL REPORT 61


FILINVEST DEVELOPMENT CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Thousands of Pesos)

FDC 2019 ANNUAL REPORT 62


FILINVEST DEVELOPMENT CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Amounts in Thousands of Pesos)

FDC 2019 ANNUAL REPORT 63


FILINVEST DEVELOPMENT CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands of Pesos, Except Earnings Per Share Figures)

FDC 2019 ANNUAL REPORT 64


FILINVEST DEVELOPMENT CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands of Pesos, Except Earnings Per Share Figures)

FDC 2019 ANNUAL REPORT 65


FILINVEST DEVELOPMENT CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands of Pesos)

FDC 2019 ANNUAL REPORT 66


FILINVEST DEVELOPMENT CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in Thousands of Pesos)

FDC 2019 ANNUAL REPORT 67


FILINVEST DEVELOPMENT CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands of Pesos)

FDC 2019 ANNUAL REPORT 68


FILINVEST DEVELOPMENT CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands of Pesos)

FDC 2019 ANNUAL REPORT 69


FILINVEST DEVELOPMENT CORPORATION
6/F The Beaufort, 5th Ave. cor. 23rd St.
Bonifacio Global City 1634 Taguig City, Philippines
(632) 7798-3977
(632) 7918-8188 (EDSA Office)
www.filinvestgroup.com

FDC 2019 ANNUAL REPORT

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