(A) Board of Directors
The Corporation’s members of the Board are elected during the Corporation’s Annual Stockholders’ Meeting. The Corporation has three (3) executive directors, one (1) non-executive directors and four (4) independent directors.
The following are nominated as directors of the Corporation:
|Directors||Nationality||Position||Age||Date Position was Assumed|
|Jonathan Gerard A. Gurango||Filipino||Executive Director (Chairman and Chief Executive Officer)||64||June 6, 2022 1|
|Alexander D. Corpuz||Filipino||Executive Director (President, Chief Finance Officer and Chief Information Officer)||55||February 1, 2019|
|Fernando Jude F. Garcia||Filipino||Executive Director
(Treasurer and Chief Technology Officer)
|Jonathan Juan DC Moreno||Filipino||Independent Director||52||August 9, 2023|
|Wilfredo O. Racaza||Filipino||Non-Executive Director||73||November 2001|
|Imelda C. Tiongson||Filipino||Independent Director||56||May 7, 2020|
|Bartolome Silayan, Jr.||Filipino||Independent Director||53||May 7, 2020|
|Christopher Pineda Monterola.||Filipino||Independent Director||46||November 18, 2022|
Mr. Jonathan Gerard A. Gurango was elected as Independent Director of Xurpas Inc. from 2014 to 2022.
The table below sets forth the Company’s executive officers in addition to its executive directors listed above:
|Mark S. Gorriceta||45||Filipino||Corporate and Chief Legal Officer|
|Angela J. Along||46||Filipino||Chief Compliance Officer and Chief Risk Officer|
|Jose Vicente T. Colayco||53||Filipino||Chief Operating Officer|
Jonathan Gerard A. Gurango, 65, Filipino, served as an independent director of the Corporation from August 11, 2014 to 2022. He assumed the position of Chairman and Chief Executive Officer effective June 6, 2022. Mr. Gurango has a solid track record in forming and running successful software companies. He founded Match Data Systems (MDS) in Seattle, USA in 1987, MDS Philippines in 1991, and MDS Australia in 1996. In 1999, he sold MDS to Great Plains Software, which was acquired by Microsoft in 2001. Mr. Gurango served as the Asia Pacific Regional Director for Microsoft Business Solutions, before he left in 2003 to form Gurango Software. In 2007, he was inducted into the Hall of Fame for Microsoft’s Most Valuable Professionals, in recognition of his mastery of software technology and business. In 2006, the Philippine Center for Entrepreneurship acknowledged him as one of the country’s Ten Most Inspiring Technopreneurs. After leading Gurango Software into the most successful Microsoft Dynamics partner in the Philippines, he co-founded several software start-ups and was the President of the Philippine Software Industry Association until 2014. He is presently the Chairman of the Capiz ICT Council, and a director of SERVIO Technologies, Kation Technologies, OfficeGuru, TendoPay, and the Mijares-Gurango
Craniofacial Foundation. Mr. Gurango studied Industrial Engineering at the University of the Philippines, Diliman, Quezon City. He also studied Electrical Engineering at the University of Washington, Seattle, Washington, USA.
Alexander D. Corpuz, Filipino, 56, was appointed as Director and President of the Corporation effective February 1, 2019. He has also been the Corporation’s Chief Finance Officer since 2014 and Chief Information Officer since 2018. Mr. Corpuz has 31 years of experience in the field of finance, ten years of which was in investment and commercial banking. He was Vice President of Bank of America in 2001, before serving as CFO for Liberty Telecoms, Information Gateway, Mañosa Group of Companies and Hatchd Inc. Mr. Corpuz holds a Bachelor of Science in Business Administration degree from University of the Philippines, Diliman, Cum Laude. He obtained his Masters in Business Management from the Asian Institute of Management, Makati City. He is a member of the Financial Executives Institute of the Philippines (FINEX).
Fernando Jude F. Garcia, Filipino, 49, has been the Chief Technology Officer and Director of the Corporation since November 2001. He was also appointed as Treasurer effective February 1, 2019. He also served as Corporate Secretary of the Corporation until December 2014. He created the Corporation’s Griffin Platform, the mobile consumer content gateway and platform for all of the Corporation’s mobile consumer content products and services. He also created the Corporation’s modular middleware system that can easily integrate with any modern billing gateway. He is the chief engineer responsible for the Corporation’s software architecture and systems integration. Examples of such systems and protocols are the following: SMS (CIMD2/EMI-UCP/SMPP), MMS (EIAF/MM7), Voice Services (SIP), Billing/IN (Diameter/UCIP/ParlayX2.1), Security (IPSEC), Publish-subscribe Systems and Video Streaming (RTMP/HLS) and blockchain technology (BTC/ETH). He is also responsible for architecting the Corporation’s fully Cloud-based system infrastructure. Before founding the Corporation, he was a software developer in iAyala. Mr. Garcia holds a Bachelor of Science degree in Applied Physics from the University of the Philippines in Diliman, Quezon City.
Jonathan Juan DC Moreno, 52, Filipino, has been nominated as an independent director of Xurpas. He is currently the President and Chief Executive Officer of AF Payments Inc. From 2014 to 2021, he was the Chief Strategy Officer of Metro Retail Stores Group Inc. (MRSGI). He was also affiliated with Palladium Group, Asia-Pacific from 2011 to 2015, and was the President and CEO of the Institute of Corporate Directors from 2010 to 2011. He was likewise the Vice President – Head, Corporate Governance Office and Chief Risk Officer of the Philippine Stock Exchange from 2007 to 2010. A former Navy officer and a graduate of the Philippine Military Academy, JJ has an MBA from the Asian Institute of Management and Melbourne Business School (as an exchange student). He has likewise taken special courses in Yale School of Management, U.S.A and Nottingham University Business School, U.K.(under the Chevening Program). He is a graduate of the Advance Management Program at the IESE Business School, University of Navarra in Barcelona, Spain, was part of the First SGV-MAP NexGen CEO Transformative Leadership Program, a 9-month program for high-performing new and future CEOs below 50.
Wilfredo O. Racaza, Filipino, 74, has been a Director of the Corporation since November 2001. Mr. Racaza has 49 years of marketing and finance experience under his belt. He worked with Mobil Oil Philippines for 15 years developing New Business through Resale Outlets and servicing Direct Commercial Consumers Accounts. He previously worked as an insurance executive in Manulife Financial Philippines for 33 years. He is a Registered Financial Consultant (Graduated Cum Laude in May 2015). He has garnered numerous accolades and multiple awards such as Branch of the Year recognitions and consistent top agency sales awards. He has been a consistent awardee at GAMA Philippines (General Agents and Managers Association) from 2003 to Present. Mr. Racaza holds a Bachelor of Science in Commerce Degree Major in Accountancy from Xavier University-Ateneo de Cagayan in Cagayan de Oro City. He is a CPA (Certified Public Accountant).
Imelda C. Tiongson, 57, Filipino, has been an Independent Director of the Corporation since May 7, 2020. She is currently the President of Opal Portfolio Investments (SPV-AMC) Inc. and recently appointed Chairperson and Independent director of Pru Life UK PH and Bangko Sentral ng Pilipinas Open Finance Oversight Committee.
In addition, she is also involved in several advocacy organizations; Trustee of the Institute of Corporate Directors (ICD) and Head of Technology Governance Committee, Vice Chairwoman of the Governance Committee of the Management Association of the Philippines, Trustee of Fintech Alliance.ph and Head of Techno Ethics and Trustee of Fintech Philippines Association. She is also a lecturer of various organizations namely; ICD and Ateneo Graduate School of Business – Center for Continuing Education.
She previously held senior executive positions in National Australia Bank and Philippine National Bank with an aggregate total of 22 years. She was also a Director of Vitarich Corporation and a Board Advisor of East Asia Power Corporation as Creditor-nominee, representing PNB.
Ms. Tiongson also participated in the Technical working groups which drafted the Revised Corporation Code which was enacted in 2019 and the Financial Rehabilitation and Insolvency Act of 2010.
Ms. Tiongson obtained her Bachelor of Business in Accountancy from Royal Melbourne Institute of Technology. She also completed a Master Class on Remedial in Asian Institute of Management (AIM), Master Class in Blockchain/Cryptocurrency facilitated by Terrapinn and Master Class in Risk/Audit conducted by Worldbank ICD.
Bartolome Silayan Jr., 56, Filipino has been an independent director of the Corporation since May 7, 2020. He is currently the President of Phoenix One Knowledge Solutions Inc. (“Phoenix One”), a technology corporate training and solutions company which he started in 2005. He is also the President of Cafisglobal Inc, a boutique software services company serving clients in Australia. Prior to Phoenix One, he also founded Mind Stream Inc. in 2001, the franchise holder of NIIT, the largest technology education company from India. Before he became an entrepreneur, he was the Philippine Country Head of The Pillsbury company in 1997. He worked in Hongkong and China in 1994 as Marketing Manager for the Quaker Oats company handling the Gatorade brand. He finished BS Business Management from Ateneo de Manila University and obtained his MBA from Northwestern University’s Kellogg school of management.
Christopher Pineda Monterola, 46, Filipino, has been an independent director of the Corporation since November 2022. He is currently the Head, Professor, and Aboitiz Chair in Data Science of the Aboitiz School of Innovation, Technology, and Entrepreneurship. He is also the Executive Managing Director and Principal Scientist of the Analytics, Computing, and Complex Systems Laboratory at the Asian Institute of Management and an Academician at the National Academy of Science and Technology
Mark S. Gorriceta, 45, Filipino, has been the Corporate Secretary and Chief Legal Officer of the Corporation since 2014. He was the Chief Compliance Officer of the Corporation from 2018 to October 12, 2022. Atty. Gorriceta has been in the practice of law for sixteen years. He acts as legal counsel to several other listed companies, its subsidiaries or affiliates. Atty. Gorriceta also serves as Chief Legal Counsel and/or Corporate Secretary to several leading online and tech companies in the Philippines. He is the Managing Partner and head of the Corporate Group of Gorriceta Africa Cauton & Saavedra. A member of the Philippine Bar since 2005, he holds a Bachelor of Arts, Political Science degree from the Ateneo de Manila University. He also attended certificate courses in Finance at the Asian Institute of Management in Makati City. Atty. Gorriceta is a faculty member of the Ateneo de Manila University’s Center for Continuing Education. He teaches Mergers & Acquisitions for the Advanced Module Diploma Course in Corporate Finance.
Jose Vicente T. Colayco, 53, Filipino, joined Xurpas in 2011 and is currently the Chief Operating Officer of the Company. Prior to this, he also served as the Chief Business Development Officer and Treasurer of the Company. Before joining Xurpas, Mr. Colayco was the co-founder and co-managing director of Digital Storm, Inc., a developer of online casual game platforms. He was a Managing Director of Information Gateway Inc., from 2004 to 2010, during which time he led the management of relationships with foreign and local licensors from the music, motion picture and game industries. Before that, he was Managing Director for EMI Music Philippines and Marketing Director for Sony Music Philippines. He holds a Bachelor of Arts degree in Philosophy and Religious Studies from Brown University, Magna Cum Laude. He obtained his Masters in Business Administration from Harvard Business School in Boston, Massachusetts.
Angela Sigrid J. Along, 46, Filipino, is currently the Chief Compliance Officer and Chief Risk Officer of the Company. She joined the Company in December 2020 as Xurpas Group’s general legal counsel. She was previously the Chief Corporate Attorney of the Metropolitan Waterworks and Sewerage System, a lawyer at the Department of Environment and Natural Resources, and has held various legal positions in Singapore and Myanmar. She graduated from the University of the Philippines Diliman with a Bachelor of Arts Degree in Communication Research in 1999 and Bachelor of Laws in 2005. She also holds a Masters in Law from the Singapore Management University.
Attendance in Board Meetings
The attendance of the directors in the meetings of the Board held in 2022 is as follows:
|Directors||Number of Meetings Held and Attended||Percentage|
|Jonathan Gerard A, Gurango||12/12||100%|
|Alexander D. Corpuz||12/12||100%|
|Fernando Jude F. Garcia||12/12||100%|
|Wilfredo O. Racaza||12/12||100%|
|Mercedita S. Nolledo||12/12||100%|
|Imelda C. Tiongson||12/12||100%|
|Bartolome Silayan, Jr.||12/12||100%|
|Christopher P. Monterola||2/2⁴||100%|
|Total Number of Meetings||12||–|
4 Mr. Christopher P. Monterola was only appointed as independent director on November 14, 2022.
In compliance with its Manual on Corporate Governance, the Corporation has established committees to perform certain management functions and achieve sound corporate governance. The following link below contains the members of the committees:
Nomination and Election
They evaluate the qualifications of the nominees and prepare the final list of nominees in accordance with the Corporation’s strategic directions, and the criteria provided in the Securities Regulation Code (“SRC”), the Corporation’s Manual on Corporate Governance and the Corporation’s By-Laws.
The Nomination Committee is headed by Mr. Wilfredo O. Racaza and its members are: Mr. Christopher P. Monterola and Mr. Jonathan Gerard A. Gurango.
Only nominees whose names appear on the final list of candidates are eligible for election as directors. No nominations will be entertained or allowed on the floor during the Annual Stockholders’ Meeting.
The Corporation’s external auditor, an independent third party, validates the votes during these elections.
Board Performance & Evaluation
Xurpas’ Board conducts an annual assessment of their individual and collective performance. The assessment comprises of an appraisal of the Board, the Chief Executive Officer, the various committees and of the individual directors. The annual assessment is conducted with the use of self-evaluation forms sent by the Chief Compliance Officer to the directors after the last board meeting of the year. To protect the integrity of the process and to ensure candor, the Board members’ responses are treated with utmost confidentiality. The collated results of the assessment, without identifying the directors, are then reported by the Compliance Officer and discussed in an executive session.
The criteria used during the appraisal comprises of the effectiveness and efficiency of the Board, the Chief Executive Officer, and the Committees, considering their roles and responsibilities, their individual and collective performance, knowledge of corporate governance, strengths, weaknesses, areas for improvement, and the focus and priority for development for the next year.
Third-Party Board of Directors Assessment
BSP Circular 969 states that the annual self-assessment of the Board of Directors may be facilitated by the Corporate Governance Committee or external facilitators. The SEC Code of Corporate Governance for Publicly-Listed Companies, similarly states in Recommendation 6.1, that the conduct of the annual self-assessment of the Board of Directors is to be supported by an external facilitator every three years to improve objectivity of the assessment process. The external facilitator can be any independent third party such as, but not limited to, a consulting firm, academic institution, or professional organization.
In this respect, the Third-Party Board of Directors Assessment for Xurpas Inc. was successfully concluded with Good Governance Advocates & Practitioners of the Philippines (GGAPP) in October 2022.
(B) Independent Directors
The following are the Corporation’s Independent Directors:
- Bartolome Silayan, Jr
- Imelda C. Tiongson
- Christopher P. Monterola
- Jonathan Juan DC Moreno
(C) Executive Officers
The Board elects the officers of the Corporation annually during its organizational meeting. The following are the Corporation’s Executive Officers:
- Jonathan Gerard A. Gurango (Chairman and Chief Executive Officer)
- Alexander D. Corpuz (President, Chief Finance Officer and Chief Information Officer)
- Fernando Jude F. Garcia (Treasurer and Chief Technology Officer)
- Jose Vicente Colayco (Chief Operating Officer)
- Atty. Mark Gorriceta (Corporate Secretary and Chief Legal Officer)
- Atty. Angela Along (Chief Compliance Officer and Chief Risk Officer)