D&L is committed to good Corporate Governance aligned with its purpose to Better Lives Through Sustainable Innovation for the Company’s long-term success shared with all its stakeholders and the nation.
The Company’s Corporate Governance provides for the system of stewardship, control and feedback that guides the organization in fulfilling its long-term economic, moral, legal and social obligations to all its stakeholders. It establishes the direction, feedback and control using regulations, performance standards, and ethical guidelines to hold everyone in the organization accountable starting from the Board of Directors (BOD) and Senior Management.
Commitment to Sustainability
D&L recognizes the interdependence between business and society, and promotes a mutually beneficial relationship that allows the company to grow its businesses, while contributing to the advancement of the society. The Company commits to its social responsibility in all its dealings with the communities in which it operates and ensures that its business activities serve the environment and all its stakeholders in a positive and progressive manner. In this regard, D&L not only complies with existing regulations, but also voluntarily employs value chain processes which take into consideration Environmental, Economic, Social and Governance (EESG) issues and concerns.
Board of Directors
D&L is headed by a competent BOD and is composed of directors, who individually and collectively, have working knowledge and experience relevant to the Company’s industries. The Company’s BOD has an appropriate mix of competence and expertise to fulfill its roles and responsibilities and respond to the needs arising from the evolving business environment and strategic direction.
To ensure the exercise of objective and independent judgement on all corporate affairs and for proper checks and balances, six (6) of the seven (7) Board seats are occupied by Non-Executives (NED), and four (4) of the six
(6) NEDs are Independent Directors (ID). The BOD has three (3) female ID and sufficient diversity to ensure optimal decision-making is achieved to avoid the acceptance of a viewpoint or conclusion that represents
a perceived group consensus. In addition, the BOD has a Lead Director among the IDs to ensure independent views and perspectives. The Lead Independent Director has sufficient authority to lead the BOD in cases where management has clear conflicts of interest.
The NEDs conduct separate periodic meetings with the external auditor and head of internal audit, compliance and risk functions without any executive directors for proper checks and balance, constructive scrutiny of performance and satisfy themselves on the integrity of Company’s internal control and effectiveness of the risk management systems.
| Board of Directors | ||
| Chairperson | Non-executive | Yin Yong L. Lao |
| Vice Chairperson | Non-executive | John L. Lao |
| Members | Lead Independent Director | Atty. Mercedita S. Nolledo |
| Independent Director | Corazon S. de la Paz-Bernardo | |
| Independent Director | Dr. Lydia R. Balatbat-Echauz | |
| Independent Director | Engr. Filemon T. Berba, Jr.† | |
| Executive | Alvin D. Lao | |
† Mr. Berba passed on last April 4, 2023. His position remains to be vacant as of this writing.
Board Committees
The Board established committees composed of board members that focus on specific board functions to aid in the optimal performance of the BOD’s roles and responsibilities. Each Committee has a Committee Charter that contains its purpose, membership, structure, operations, reporting process and other relevant information.
Audit Committee
The Audit Committee enhances the Board’s oversight capability over the Company’s financial reporting, internal control system, internal and external audit as well as compliance with applicable laws, regulations, and internal policies. It is responsible for overseeing the Senior Management in establishing and maintaining an adequate, effective internal control framework that will allow operational efficiency and safeguarding of assets
The Audit Committee is composed of four (4) IDs and all members have relevant background, knowledge, skills and experience in the areas of accounting, auditing and finance.
| Audit Committee | ||
| Chairperson | Independent Director | Corazon S. de la Paz-Bernardo |
| Members | Lead Independent Director | Atty. Mercedita S. Nolledo |
| Independent Director | Dr. Lydia R. Balatbat-Echauz | |
| Independent Director | Engr. Filemon T. Berba, Jr.† | |
Related-Party Transaction Committee
The Related-Party Transaction (RPT) Committee evaluates relations between businesses and counterparties to continuously identify related-parties and review RPTs to ensure that these are undertaken on an arm’s length basis that is appropriately monitored, reported and disclosed. The RPT Committee further ensures that no corporate or business resources are misappropriated or misapplied, and determines potential reputational risks that may arise as a result of or in connection with the RPTs.
| Related-Party Transaction Committee | ||
| Chairperson | Independent Director | Dr. Lydia R. Balatbat-Echauz |
| Members | Lead Independent Director | Atty. Mercedita S. Nolledo |
| Independent Director | Engr. Filemon T. Berba, Jr.† | |
Corporate Governance Committee
The Company is committed to good corporate governance, which promotes the long-term interests of shareowners, strengthens Board and Management accountability, and helps build public trust in the Company.
The Corporate Governance (CG) Committee oversees the implementation of the corporate governance framework, principles and practices, and ensures its continued relevance in light of the Company’s size, complexity, business strategy and the regulatory environment. CG Committee also oversees the evaluation and assessment of the BOD and the Board Committees, nomination of BOD members and appointment and remuneration of key executives and officers.
| Corporate Governance Committee | ||
| Chairperson | Lead Independent Director | Atty. Mercedita S. Nolledo |
| Members | Independent Director | Dr. Lydia R. Balatbat-Echauz |
| Independent Director | Corazon S. de la Paz-Bernardo | |
| Non-executive | Yin Yong L. Lao | |
Nomination Committee
The Nomination Committee determines the nomination, screening and selection parameters of the Company’s BOD, and ensures that the election and termination process conforms with applicable laws and regulations. The Nomination Committee further defines the general profile of board members in terms of knowledge, competencies and expertise that are appropriate and relevant to the Company’s businesses.
| Nomination Committee | ||
| Chairperson | Non-executive | John L. Lao |
| Members | Independent Director | Engr. Filemon T. Berba, Jr.† |
| Executive | Alvin D. Lao | |
Compensation/Remuneration Committee
The Compensation/Remuneration Committee establishes a formal and transparent procedure for developing a policy on the remuneration of directors and officers to ensure that their compensation is consistent with the Company’s culture, strategy and the business environment in which it operates.
Risk Oversight Committee
The Risk Oversight Committee (ROC) helps the BOD in assuring that there is an effective and integrated risk management process in place. The ROC oversees that a sound Enterprise Risk Management (ERM) framework is instituted to effectively identify, monitor, assess and manage key business risks. The risk management framework guides the BOD in identifying business unit and enterprise-level risk exposures, as well as the effectiveness of the risk management strategies.
| Risk Oversight Committee | ||
| Chairperson | Independent Director | Engr. Filemon T. Berba, Jr.† |
| Members | Lead Independent Director | Dr. Lydia R. Balatbat-Echauz |
| Independent Director | Corazon S. de la Paz-Bernardo | |
| Non-executive | John L. Lao | |
| Executive | Alvin D. Lao | |
| Compensation/Remuneration Committee | ||
| Chairperson | Non-executive | Yin Yong L. Lao |
| Members | Lead Independent Director | Atty. Mercedita S. Nolledo |
| Non-executive | John L. Lao | |
Executive Committee
During the intervals between the meetings, the BOD lawfully delegated to the Executive Committee (EXCOM) the exercise of the powers of the Board related to the management and direction of the affairs of the Company. All actions by the EXCOM are reported to the BOD at its meeting and may be subject to revision and alteration by the Board, provided that no rights of third parties are affected by targets and budgets, should there be any such revision or alteration.
Roles and responsibilities that may be relegated to the EXCOM include governance, strategic and operational leadership, drive portfolio/investment decisions, resource allocation, setting and approval budgets and hard targets, approval of strategic transactions and performance review.
| Executive Committee | ||
| Chairperson | Non-executive | Dean L. Lao |
| Members | Non-executive | Leon L. Lao |
| Non-executive | Alex L. Lao | |
| Non-executive | Yin Yong L. Lao | |
| Non-executive | John L. Lao | |
| Executive | Alvin D. Lao | |
Advisory Board
Acknowledging the wisdom of the Founders, the Advisory Board was established as a source of insights and advice, help explore new opportunities by stimulating robust, high-quality conversations and stimulate critical thinking to increase the confidence of decision-makers who represent the Company to help the organization achieve its goals and objectives. The Advisory Board helps fill in the knowledge gap in the Company and acts like an impartial third-party or a sounding board.
Corporate Governance & External Parties
External Auditors
PwC Philippines – Isla Lipana & Co.
Government Agencies
| Board of Investments (BOI) |
| Bureau of Animal Industry (BAI) |
| Bureau of Customs (BOC) |
| Bureau of Fire Protection (BFP) |
| Bureau of Internal Revenue (BIR) |
| Department of Environment and Natural Resources (DENR) |
| Department of Labor and Employment (DOLE) |
| Department of Trade and Industry (DTI) |
| Energy Regulatory Commission (ERC) |
| Fertilizer and Pesticide Authority (FPA) |
| Food and Drug Administration (FDA) |
| Intellectual Property Office (IPO) |
| Laguna Lake Development Authority (LLDA) |
| Land Transportation Office (LTO) |
| Local Government Units (LGUs) |
| National Privacy Commission (NPC) |
| Philippine Drug Enforcement Agency (PDEA) |
| Philippine Economic Zone Authority (PEZA) |
| Securities and Exchange Commission (SEC) |
Membership Associations
| Aero-Pack Industries, Inc. |
| Chamber of Cosmetics Industry of the Philippines, Inc. (CCIP) |
| Cosmetic Toiletry & Fragrance Association of the Philippines, Inc. |
| Chemrez Product Solutions, Inc. |
| Philippine Association of Paint Manufacturers, Inc. (PAPM) |
| Chemrez Technologies, Inc. |
| Chamber of Cosmetics Industry of the Philippines, Inc. (CCIP) |
| Entrepreneurs’ Organization Philippines (EO) |
| Metalworking Industries Association of the Philippines, Inc. (MIAP) |
| Philippine Oleochemical Manufacturers Association (POMA) |
| Philippine Parts Maker Association, Inc. (PPMA) |
| Private Label Manufacturers Association (PLMA) |
| The Philippine Biodiesel Association (TPBA) |
| United Coconut Associations of the Philippines (UCAP) |
| D&L Industries, Inc. |
| Association of Petrochemical Manufacturers of the Philippines (APMP) |
| Entrepreneurs’ Organization Philippines (EO) |
| Financial Executives Institute of the Philippines (FINEX) |
| Management Association of the Philippine (MAP) |
| Packaging Institute of the Philippines (PIP) |
| Wallace Business Forum (WBF) |
| D&L Polymers & Colours, Inc. |
| Technical Committee on Electric Wires And Cables (TC1) |
| First in Colours, Incorporated |
| Philippine Plastics Industry Association, Inc. (PPIA) |
| Oleo-Fats, Incorporated |
| American Oil Chemists’ Society (AOCS) |
| Packaging Institute of the Philippines (PIP) |
| Philippine Association of Food Technologists, Inc. (PAFT) |
| Philippine Chamber of Food Manufacturers, Inc. (PCFMI) |
| Roundtable on Sustainable Palm Oil (RSPO) |
| Sustainable Coconut and Coconut Oil Roundtable (SCCOR) |
Corporate Governance & Internal Parties
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Policies and Procedures |
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These are the basic guidelines on how we should do things properly and with accountability. |
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Internal Audit |
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This team of competent auditors is our conscience. They tell us when something has to be improved in terms of control and recognize where good practices are. They report directly to the board’s Audit Committee. This protects the interest of our stakeholders in economic, environment and social aspects. |
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Certifications |
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To ensure that its manufacturing practices comply with global best practices, the company keeps itself abreast and compliant with various global standards. In addition, the company also complies with the standards of its customers, which in some cases, especially for multinational customers, are stricter than the global standards. |
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Health, Safety, and Environment Committee |
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This team ensures that the company complies with the government-mandated requirements in the areas of health, safety, and environment. |
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Data Privacy Officer |
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This ensures that the company does not violate the rights to privacy of its employees, customers and other stakeholders. |
Certifications
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Certification Description |
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COSMOS Organic and Natural Certification for Cosmetics |
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FSSC 22000 Food Safety System Certification |
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GMP Good Manufacturing Practices |
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HACCP Hazard Analysis Critical Control Point |
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Halal (IDCP) Halal Certification from Islamic Da’wah Council of the Philippines |
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ISO 14001:2015 Environmental Management System |
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ISO 17025:2017 Laboratory Management System |
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ISO 45001:2018 Occupational Health and Safety Management System |
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ISO 9001:2015 Quality Management System |
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Kosher Kosher Certification |
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Non-GMO Non-GMO Project Certificate of Project Verification |
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Organic EU Organic Certification – European Union |
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Organic JAS Organic Certification – Japan Agricultural Standards |
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Organic NOP Organic Certification – USDA-NOP (National Organic Program) |