BOARD OF DIRECTORS, INDEPENDENT DIRECTORS AND EXECUTIVE OFFICERS

(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, two (2) non-executive directors and two (2) independent directors.

The following are nominated as directors of the Corporation:

Directors Nationality Position Age Year Position was Assumed
Jonathan Gerard A. Gurango Filipino Executive Director (Chairman and Chief Executive Officer) 64 2022 1
Alexander D. Corpuz Filipino Executive Director (President, Chief Finance Officer and Chief Information Officer) 55 2019
Fernando Jude F. Garcia Filipino Executive Director
(Treasurer and Chief Technology Officer)
48 2001
Mercedita S. Nolledo Filipino Non-Executive Director 81 2001
Wilfredo O. Racaza Filipino Non-Executive Director 73 2001
Imelda C. Tiongson Filipino Independent Director 56 2020
Bartolome Silayan, Jr. Filipino Independent Director 53 2020

Director’s Background

Jonathan Gerard A. Gurango, 64, Filipino, served as an independent director of the Corporation from 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

1

Mr. Jonathan Gerard A. Gurango was elected as Independent Director of Xurpas Inc. from 2014 to 2022.

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, 55, 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, 48, 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.

Wilfredo O. Racaza, Filipino, 73, has been a Director of the Corporation since November 2001.Mr. Racaza has 49 years of marketing and finance experience under his belt. He was the head of New Business Development in Mobil Oil Philippines for 15 years. 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 agency sales awards. He has been a consistent awardee in the General Agents and Managers Association (GAMA) of the Philippines 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.

Mercedita S. Nolledo, 81, Filipino, has been a Director of the Corporation since November 2001. Atty. Nolledo is currently a director of Anvaya Golf and Nature Club, Inc., and Michigan Holdings, Inc. and a member of the Advisory Board of Ayala Land, Inc. and Bank of the Philippine Islands. She is the Chairman of BPI Investment Management Corporation. She is currently an independent director of D&L Industries, Inc. She is a member of the Board of Trustees of Ayala Foundation, Inc. and BPI Foundation, Inc. She has served as a director of Cebu Holdings, Inc. from 1993 to 2006 and of Ayala Corporation from 2004 to 2010. Atty. Nolledo was formerly Corporate Secretary and General Counsel of the Ayala Group of Companies and the Senior Managing Director of the Ayala Corporation. She served as Executive Vice President, director and Corporate Secretary of Ayala Land, Inc. and as the firm’s Treasurer. Atty. Nolledo placed second in the Certified Public Accountant exams in 1960 and also placed second in the 1965 bar exams. She holds a Bachelor of Science degree in Business Administration, magna cum laude, from the University of Philippines. Atty. Nolledo holds a Bachelor of Laws degree, cum laude, from the University of the Philippines.

Imelda C. Tiongson, 56, 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., 53, 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.

Attendance in Board Meetings

The attendance of the directors in the meetings of the Board held in 2021 is as follows:
Directors Number of Meetings Held and Attended Percentage
Nico Jose S. Nolledo 9/9 100%
Alexander D. Corpuz 9/9 100%
Fernando Jude F. Garcia 9/9 100%
Wilfredo O. Racaza 9/9 100%
Mercedita S. Nolledo 9/9 100%
Jonathan Gerard A. Gurango 9/9 100%
Imelda C. Tiongson 8/9 89%
Bartolome Silayan, Jr. 9/9 100%
Total Number of Meetings 9

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 are the current members of the committees:

Director Executive Corporate Governance Board Risk Oversight Nomination Audit and RPT Personnel and Compensation
Fernando Jude F. Garcia M C
Alexander D. Corpuz M M
Mercedita S. Nolledo M
Wilfredo O. Racaza M M M
Jonathan Gerard A. Gurango C M C M
Imelda C. Tiongson C C M
Bartolome Silayan, Jr. M M C

C- Chairman
M- Member

Nomination and Election

The Corporation’s Nomination Committee pre-screens and accepts the nominations for the Board. 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. Our Nomination Committee is headed by Mr. Jonathan Gerard A. Gurango and its members are Mr. Wilfredo O. Racaza and Mr. Alexander D. Corpuz.

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

(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)
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