Governance

The Management Approach on Governance
Our Governance Framework: Navigating Strategic Tensions

First Gen’s corporate governance framework supports long-term value creation by balancing competing imperatives: scaling renewable capacity while protecting existing assets, pursuing growth while maintaining capital discipline, transforming business models while preserving operational excellence. The governance framework guides strategic choices across multiple dimensions—financial, operational, stakeholder, environmental—ensuring that decisions create value across the Company’s six capitals.

The Company’s detailed governance structure is set out in its Manual on Corporate Governance, and comprehensive governance practices are documented in its Integrated Annual Corporate Governance Report. Both documents are available on the Company’s website and provide full disclosure of governance mechanisms, policies, and procedures that comply with Philippine regulatory requirements and align with international best practices.

First Gen’s approach to corporate governance is guided by the Lopez Values, adherence to the SEC’s issuances on governance, respect for human rights, and its commitment to ESG safeguard principles. The Company’s structure, policies, programs, and protocols ensure the following:

• Full compliance with local regulations and international conventions signed by the country and relevant to our operations;
• Balanced emphasis on financial and non-financial aspects of the Company’s business strategy, operations and performance to achieve short- and long-term goals;
• Creation of an environment that will protect the rights and allow equal treatment of all stakeholders;
• Sufficient controls that ensure effective management oversight within a culture of honesty and accountability throughout the 
organization; and
• Robust stakeholder engagement with timely disclosure of relevant information and the installation of necessary feedback mechanisms.
  

Creating Value Through Governance

The following table shows how strategic objectives connect to specific initiatives across the organization, demonstrating the governance link between business aspirations and day-to-day execution. These strategic objectives and their outcomes are discussed in detail in the Strategy section.

Governance Structure

First Gen’s governance framework guides strategic direction through structured processes and protocols designed to identify material issues and ensure that decisions are evaluated across multiple dimensions. The Board of Directors and Senior Management conduct annual planning sessions to assess strategies, organizational capabilities, portfolio resilience, and long-term goals, with particular focus on sustainability, regeneration, and decarbonization pathways—the strategic priorities detailed in the Strategy section.

The governance structure includes decision-making bodies at both Board and management levels, tasked with mitigating risks, leveraging opportunities, and addressing material issues that may significantly impact value creation across the Company’s six capitals. This structure operates through a collaborative consultation process: operating groups identify emerging risks and opportunities and escalate material issues to decision-making bodies equipped to evaluate trade-offs and make informed choices in the fiduciary interest of the Company and its stakeholders. 

The following diagram illustrates First Gen’s governance structure and the flow of information and decision-making authority from operating groups through management committees to the Board of Directors.

Corporate Policies

First Gen’s corporate policies establish the ethical and operational standards that guide business conduct across the organization. These policies function as governance instruments that protect stakeholder interests, manage material risks, and strengthen organizational culture.

The table below identifies key policies and their connection to First Gen’s capitals, showing how governance operates across financial, manufactured, natural, human, social and relationship, and intellectual capital dimensions. Complete policy documents are available on the Company’s website.