Governance and Ethical Conduct
Monde Nissin upholds integrity in corporate governance and ethical conduct across our operations. Governance oversight, accountability, and decision-making processes support the integration of sustainability considerations into business practices through Board oversight and management execution.
In 2025, Monde Nissin once again was awarded 3 Golden Arrows from the Institute of Corporate Directors (ICD), Securities and Exchange Commission (SEC), and the Philippine Stock Exchange (PSE), at the September 2025 Institute of Corporate Directors – ASEAN Corporate Governance Scorecard (ICD- ACGS) Golden Arrow Awards. Monde Nissin has consistently garnered 3 Golden Arrows for all its previous Annual Corporate Governance Reports (I-ACGR) beginning the 2021 I-ACGR. Monde Nissin also received a meritorious citation during the 2025 SEC Gender and Development (GAD) Awards in continuing recognition of Monde Nissin promoting gender diversity in its Board of Directors.
Corporate Governance
The Company's corporate governance practices are set out in our Articles of Incorporation, Amended By-Laws, Revised Manual on Corporate Governance, Code of Conduct and Ethics, and related policies. These documents align with the requirements of the Revised Corporation Code of the Philippines and governance-related regulations and recommendations issued by the SEC and the PSE. Individually and collectively, these governance foundations provide clarity on roles and responsibilities across the Company and support compliance obligations as a publicly listed company.
Board Oversight and Leadership Accountability
Being the corporation's primary governing body exercising all corporate powers, the Board of Directors approves key governance policies and charters, and provides oversight on corporate governance matters.
Governance Structure
The Board has approved and adopted charters for the Board itself and its committees, which include the Audit Committee, Risk and Related Party Transactions Committee, Corporate Governance, Nominations, and Remuneration Committee, and Executive Committee. The Board also approves and oversees the implementation of governance policies covering conflict of interest, insider trading, material related party transactions, ethical conduct, whistleblowing, data privacy, anti-bribery and corruption, and sustainability.
Delegation, Independence, and Board Composition
Matters reserved for the Board are elevated directly to it or through the relevant Board committee. Where authority is delegated to management, management provides updates to the Board and/or the relevant Board committee on material developments in line with reporting requirements.
Monde Nissin Corporation's Board comprises nine members from diverse professional and personal backgrounds. Six directors are non-executive, providing independent oversight of Management. The Board comprises a majority of female directors, with five women out of nine members, and includes three Independent Directors. The roles of the Chairperson, and the President and the CEO remain separate. Monde Nissin has a Lead Independent Director appointed from among the Independent Directors.
The Board's Corporate Governance, Nominations and Remuneration Committee, Risk and Related Party Transactions Committee, and Audit Committee, are comprised entirely of Independent Directors, reinforcing independent judgment, minority stakeholder protection, and accountability.
Integration of Sustainability within Board and Committee Oversight
Board-level sustainability oversight is described in the Our Sustainability Governance Framework and Oversight. From a governance perspective, sustainability matters are reviewed through established Board and Board committee processes, including policy and initiative presentations, seeking endorsement and approval of projects and policies (including updates and revisions), monitoring of implementation updates, and review of relevant disclosures, consistent with Board and Board committee functions.
Key Governance Recognitions and Milestones
In 2025, the Board approved the Sustainability Policy Version 2.0, which aligns the policy framework with Monde Nissin's Corporate Aspiration and sustainability principles. Version 2.0 defines the Strategic Pillars, corresponding focus areas and commitments aligned with the Corporate Aspiration and North Star targets. It also updates the sustainability governance structure by clarifying roles and responsibilities across teams, business units, and functions, and formalizing policy implementation mechanisms.
The policy reflects Board-level leadership and oversight in the implementation of sustainability priorities. It also incorporates visual references to the Corporate Aspiration, Strategic Pillars, North Star Targets, Sustainability Governance Structure, and the Sustainability Reporting Process.