governance

board matters

Board Matters

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Composition

Composition

Governance  > Board Matters > Composition

The Board of Directors of Ayala is composed of seven directors who are elected annually at the company’s stockholders’ meeting. On April 20, 2018, the following were elected to the Board:

  • Jaime Augusto Zobel de Ayala, Chairman and Chief Executive Officer
  • Fernando Zobel de Ayala, President, and Chief Operating Officer
  • Delfin L. Lazaro, Non-Executive Director
  • Keiichi Matsunaga, Non-Executive Director
  • Ramon del Rosario, Jr. Independent Director
  • Xavier P. Loinaz, Lead Independent Director
  • Antonio Jose U. Periquet, Independent Director


The Chairman of the Board is Jaime Augusto Zobel de Ayala, who assumed the position in 2006. Fernando Zobel de Ayala has held the position of Co-Vice Chairman since 1994 and sole Vice Chairman since 2006. The profiles of each board director may be viewed here- http://www.ayala.com.ph/board-directors

The independent directors have no interest or relationship with the company that may hinder their independence from the company, Management or shareholders which could materially interfere with their exercise of independent judgment in carrying out their responsibilities as directors. 

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Appointment

Appointment

Governance  > Board Matters > Appointment

A stockholder of the Company may nominate members of the Board of Directors. The Corporate Governance and Nomination Committee evaluates the nominees and approves a list of nominees eligible to be elected as members of the Board.

Lead Independent Director shall be appointed if the Chairman of the Board is not independent from Management, such as when the positions of the Chairman of the Board and the CEO are held by one person. The Lead Independent Director shall, among others:

  1. intermediate between the Chairman of the Board and other Directors, if and when needed;
  2. convene and chair the periodic meetings of the Non-Executive Directors with the external auditor and heads of internal audit, compliance and risk, as may be needed; and 
  3. contribute to the performance evaluation of the Chairman of the Board.

A director of the Company shall have the following qualifications:

  1. Ownership of at least one (1) share of the capital stock of the Corporation standing in his name in the books of the Corporation;
  2. College degree or its equivalent or adequate competence and understanding of the fundamentals of doing business or sufficient experience and competence in managing a business to substitutute for such formal education;
  3. Relevant qualifications, such as previous business experience, membership in good standing in relevant industry and membership in business or professional organizations;
  4. Integrity, probity, diligence and assiduousness in the performance of duties;
  5. Directorships in other companies, taking into account the following factors:
    • (i) directorships in other companies, taking into account the following factors:
    • (ii) the number of directorships in other companies;
    • (iii) any possible conflict of interest; and
    • (iv) the age of the director;
  6. for independent directors, beneficial equity ownership in the Corporation or in its related companies, which must not exceed two percent (2%), and
  7. the term limit set for independent directors under applicable laws, rules and regulations.
ORIENTATION

Prior to assuming office, all new Directors shall undergo orientation program on the Corporation’s business and corporate structure, its vision, mission and corporate strategy, the By-laws and Manual of Corporate Governance, and other relevant matters essential for the effective performance of their duties and responsibilities.

The Corporate Secretary briefs each new director of the By-laws and Manual of Corporate Governance, the schedule of regular meetings of the Board and Board committees, their rights, including access to information and advice, and the procedure and processes for the provision of information to them.

The Office of Corporate Strategy and Chief Finance Officer also give each new director a briefing of existing and planned investments, current strategic directions, budgets and internal controls and processes.

Mr. Keiichi Matsunaga, being a newly elected director of the Company in 2017, had his orientation programs on May 9, 2017 for Audit Committee related matters and on June 21, 2017 for governance and board matters. 

RE-APPOINTMENT/REMOVAL/RE-INSTATEMENT/SUSPENSION

RE-APPOINTMENT

A stockholder of the Company may submit in writing to the Nomination Committee his or her nominees to the Board of Directors at least 30 business days before the date of the regular meeting. The Nomination Committee evaluates the nominees and comes up with list of nominees eligible to be elected as members of the Board.

REMOVAL

A director may be removed with or without cause with the affirmative vote of shareholders owning 2/3 of outstanding capital stock. However, a director may not be removed without cause if it will deny minority shareholders representation in the Board.

RE-INSTATEMENT

A temporarily disqualified director shall, within 60 business days from such disqualification, take the appropriate action to remedy or correct the disqualification.

If the beneficial security ownership of an independent director in the Corporation or in its related companies exceeds 2%, the Corporation shall cease to consider him as an independent director until his beneficial security ownership is reduced to 2% or lower.

SUSPENSION

After due notice and hearing, a director who violates the Manual of Corporate Governance will be subjected to the penalties as set forth in the said Manual.

PERMANENT AND TEMPORARY DISQUALIFICATION

The following persons are disqualified from being a director of the Corporation:

  1. Any person who has been finally convicted by a competent judicial or administrative body of any crime involving the purchase or sale securities, arising out of the person’s conduct as an underwriter, broker, dealer, and arising out of his relationship with a bank, quasi-bank and investment house.
  2. Any person finally convicted judicially of an offense involving moral turpitude or fraudulent acts or transgressions;
  3. Any person finally found by the SEC or a court or other administrative body to have wilfully violated or wilfully aided any provision of the Securities Regulation Code;
  4. Any person judicially declared to be insolvent;
  5. Any person finally found guilty by a foreign court or equivalent financial regulatory authority of acts, violation or misconduct listed above;
  6. Any person convicted by final and executory judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code, committed within five (5) years prior to the date of his election of appointment;

The temporary disqualification of the director requires a resolution of a majority of the Board.

The following persons are disqualified from being a director of the Corporation:

  1. Refusal to fully disclose the extent of his business interest as required under the Securities Regulation Code and Implementing Rules and Regulations.
  2. Absence or non-participation for whatever reason/s other than illness, death of immediate family or serious accident in more than fifty percent of all board meetings during his incumbency, or any twelve month period during his incumbency.
  3. Dismissal or termination from directorship in another listed corporation;
  4. Being under preventive suspension by the Corporation for any reason;
  5. Conviction that has not yet become final referred to in the grounds for disqualification of directors.
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Committees and Charters

Committees and Charters

Governance  > Board Matters > Committees and Charters

The Board has established committees to assist in exercising its authority in monitoring the performance of the company. The committees provide organized and focused means for the directors to achieve specific goals and address issues, including those related to governance. 

At its organizational meeting held immediately after the stockholders’ meeting on April 21, 2017, the Board of Directors elected the following:

Executive Committee

Jaime Augusto Zobel de Ayala – Chairman

Fernando Zobel de Ayala – Member

Keiichi Matsunaga – Member

Audit Committee

Xavier P. Loinaz – Chairman

Keiichi Matsunaga – Member

Ramon R. del Rosario, Jr. – Member

Risk Management and Related Party Transactions Committee

Antonio Jose U. Periquet– Chairman

Keiichi Matsunaga – Member

Ramon R. del Rosario, Jr. – Member

Corporate Governance and Nomination Committee

Ramon R. del Rosario, Jr. – Chairman 

Xavier P. Loinaz – Member 

Antonio Jose U. Periquet – Member

Personnel and Compensation Committee

Ramon R. del Rosario, Jr. – Chairman 

Delfin L. Lazaro – Member 

Keiichi Matsunaga – Member

Finance Committee

Delfin L. Lazaro – Chairman

Antonio Jose U. Periquet – Member

Jaime Augusto Zobel de Ayala – Member

Fernando Zobel de Ayala – Member

Committee of Inspectors of Proxies and Ballots*

Solomon M. Hermosura – Chairman

Catherine H. Ang – Member

Josephine G. De Asis – Member

*May not be members of the Board of Directors

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Meetings And Attendance

Meetings And Attendance

Governance  > Board Matters > Meetings And Attendance

The Board meets at least six times every year. Board materials are made available to the directors at least five working days in advance of the scheduled meeting. Discussions during board meetings are open and independent views are given due consideration. A director who fails, wihout any justifiable cause, to attend at least 75% of the total number of Board meetings during any term shall not be eligible for re-election. Average attendance in the Board’s seven meetings in 2018 was 95%.

The directors are encouraged to attend all meetings, either in person or via teleconferencing facility. The Corporate Secretary provides dial-in numbers to the directors who wish to join the meetings via teleconferencing facility.

The meetings of the board of directors are scheduled at the beginning of the year. The non-executive and independent directors met on April 21, 2017 without the presence of any of the executive directors and/or management, except for the Compliance Officer and Corporate Secretary. On March 9, 2018, non-executive and independent directors of the Company had a meeting where the Compliance Officer and Corporate Secretary and the Chief Audit Executive were present. 

In 2018,  the Board and each of its committees reported the following attendance in their respective meetings:

Board Meeting
Office Name of Director Date of Election No. of Meetings Held/Attendance* %
Chairman (ED) Jaime Augusto Zobel de Ayala April 20, 2018 6/6 100%
Member (ED) Fernando Zobel de Ayala April 20, 2018 5/6 83%
Member (NED) Delfin L. Lazaro April 20, 2018 6/6 100%
Member (Lead ID) Xavier P. Loinaz April 20, 2018 6/6 100%
Member (ID) Antonio Jose U. Periquet April 20, 2018 6/6 100%
Member (ID) Ramon R. del Rosario, Jr. April 20, 2018 5/6 83%
Member (NED) Keiichi Matsunaga** April 20, 2018 6/6 100%

*In 2018 and during the incumbency of the directors. 

 

Executive Committee Meeting
Office Name of Director Date of Appointment
Chairman Jaime Augusto Zobel de Ayala May 10, 1996
Member Fernando Zobel de Ayala May 10, 1996
Member Keiichi Matsunaga April 21, 2017

The actions of the Executive Committee may also be taken by written consent (in physical, electronic or digital format) by majority of the members when deemed necessary or desirable by the Committee or its Chairman. 

The Executive Committe deliberated on and passed resolutions vis-a-vis the following matters, which the Board of Directors has ratified in 2018. 

1. Participation in the Stock Rights Offering of the Bank of the Philippine Islands;

2. Additional Capital Allocation to AC Industrials;

3. Availment of a Term Loan Facility from Metropolitan Bank and Trust Company;

4. Amendment of the terms of the Term Loan Facility with Bank of Tokyo - Mitsubishi UFJ;

5. Amendment of the terms of the Revolving Credit Facility with Sumitomo Mitsui Banking Corporation/Mizuho Bank, Ltd.;

6. Issuance of Common Shares to CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC;

7. Execution of Lease Agreement with Pilipinas Shell Petroleum Corporation;

8. Filing of Petition for the Periodic Toll Rate Adjustment of the Muntinlupa-Cavite Expressway;

9. Merger of AC Education, Inc. and iPeople, inc,;

10. Appointment of New Treasurer;

11. MCX Payment-in-Kind Lease Agreements; and 

12. Additional Capital Allocation to AC Infrastructure Holdings Corporation

Audit Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Xavier P. Loinaz April 3, 2009 4/4 100%
Member Ramon R. del Rosario, Jr. April 16, 2010 4/4 100%
Member Keiichi Matsunaga April 21, 2017 4/4 100%

*In 2018 and during the incumbency of the directors. 

The following were the work done and issues addressed by the Audit Committee and ratified by the Board of Directors in 2018 : 

1. Reviewed the 2017 audited consolidated and parent financial statements and endorsed the same for Board approval;

2. Reviewed the 2017 Audit and Non-Audit Fees paid to Sycip Gorres & Velayo (SGV) for inclusion in the Annual Report;

3. Reviewed the performance of SGV as external auditor of the Corporation, and recommended its re-engagement for 2018 for a fee of PhP6 Million, inclusive of value-added-tax;

4. Reviewed the Attestation of Internal Control and Compliance System;

5. Approved the Report to the Board for the year 2017 and recommended its inclusion in the Annual Report;

6. Discussed the Committee’s performance self-assessment results;

7. Reviewed and approved the first quarter 2018 (1Q 2018) financial statements for the Parent Company and on a consolidated basis together with Management’s Discussion of the Results of Operation;

8. Reviewed and approved the group financial statements and related fees of SGV and PWC for the conduct of mid-year review of the group financial statements;

9. Reviewed and approved the whistleblower channel outsourcing and related fee of Punongbayan & Araullo (P&A Grant Thornton);

10. Reviewed SGV's 2017 management letter comments;

11. Reviewed the on-going works of Internal Audit endorsed to the Board for approval the 1Q 2018 consolidated financial statements of the Corporation and the above-mentioned audit engagements and fees of SGV and PWC;

12. Reviewed and approved the first half 2018 (1H 2018) financial statements of Corporation;

13. Reviewed and approved the 2018 audit plan of SGV;

14. Reviewed the on-going work of the Ayala Group Internal Audit;

15. Reviewed and approved the third quarter 2018 financial statements of the Corporation;

16. Reviewed and approved the 2019 calendar of activities of the Committee; and

17. Reviewed and approved the 2019 internal audit work plan.

The Audit Committee had an executive session with SGV on November 9, 2017. 

Corporate Governance and Nomination Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Ramon R. del Rosario, Jr April 18, 2011 2/2 100%
Member Antonio Jose U. Periquet April 20, 2012 2/2 100%
Member Xavier P. Loinaz April 15, 2016 2/2 100%

*In 2018 and during the incumbency of the directors.

The following were the work done and issues addressed by the Corporate Governance and Nomination Committee and ratified by the Board of Directors in 2018: 

1. Reviewed the qualifications of all persons nominated to positions requiring appointment by the Board;

2. Approved the final list of nominees for directors for election at the 2018 annual stockholders’ meeting after ensuring that all nominees to the Board have met all the qualifications and none of the disqualifications as set forth in the Corporation’s By-Laws, Revised Manual of Corporate Governance and the rules of the SEC; and 

3. Reviewed the qualifications of the new Treasurer and recommended his appointment for approval by the Board.

Personnel and Compensation Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Ramon R. del Rosario, Jr. April 16, 2010 2/2 100%
Member Delfin L. Lazaro March 30, 2007 2/2 100%
Member Keiichi Matsunaga April 21, 2017 2/2 100%

*In 2018 and during the incumbency of the directors.  

The following were the resolutions approved by the Personnel and Compensation Committee and ratified by the Board of Directors in the 2018:

1. Approved the 2017 performance bonus and merit increase of the employees of the Corporation;

2. Approved the 2018 Employee Stock Ownership Plan (ESOWN);

3. Approved the 2017 Performance Bonus for the Chief Executive Officer and Chief Operating Officer; and

4. Approved the 2018 Salary Adjustment for the Chief Executive Officer and Chief Operating Officer.

Finance Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Delfin L. Lazaro April 16, 2010 6/7 86%
Member Antonio Jose U. Periquet April 18, 2011 7/7 100%
Member Jaime Augusto Zobel de Ayala May 29, 2011 7/7 100%
Member Fernando Zobel de Ayala April 15, 2016 5/7 71%

*In 2018 and during the incumbency of the directors. 

The following matters were discussed, deliberated on and approved by the Finance Committee and ratified by the Board of Directors in 2018: 

1. Renewal of two (2) Term Loan Facilities with the Bank of the Philippine Islands;

2. Increase of the Amount of Term Loan Facility with Union Bank of the Philippines;

3. Re-characterization of the PhP3.3 Billion capital allocation to AC Education as unrestricted and the additional capital allocation to AC Industrials of up to PhP2.1 Billion for additional investments;

4. Re-allocation of the unutilized funds for the Stock Rights Offering to the General Investment Fund;

5. Additional PhP 12 Billion Capital Allocation to Ayala Healthcare Holdings, Inc.; and

6. Additional Capital Allocation to AC Infrastructure Holdings Corp.

In 2018, the Committee conducted a portfolio review of the Corporation, its affiliates and associates. It also discussed the options for the Corporation's maturing bonds and its confidential credit rating. 

Risk Management and Related Party Transactions Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Antonio Jose U. Periquet September 1, 2014 4/4 100%
Member Ramon R. del Rosario, Jr. September 1, 2014 4/4 100%
Member Keiichi Matsunaga** April 21, 2017 4/4 100%

*In 2018 and during the incumbency of the directors.

The following were the resolutions approved by the Risk Management and Related Party Transactions Committee and ratified by the Board of Directors in 2018:                              

1. Proposed one change to the Related Party Transaction Policy which is to exclude transfer of resources between wholly-owned subsidiaries of an ultimate common parent company as well as between a wholly-owned subsidiary and its parent company;

2. Reviewed the risks identified by the managers of the business units;

3. Discussed the results of its annual performance self-assessment.;

4. Approved the sale of San Antonio Inner Wheel Lot to Ayala Land, Inc.;

5. Discussed (i) Risk Mitigation Plans for Political and Regulatory Risks, (ii) Risk Maturity Assessment Results, (iii) Group Insurance Optimization, (iv) Identification of the Top Risks of the Corporation and the Group, and (v) Annual Risk Assessment Results;

6. Approved the 25-year lease of approximately 1,690 square meter lot along Quezon Avenue by AC Industrial Technology Holdings, Inc. from Quezon Avenue Holdings, a company owned by one of the Corporation’s directors;

7. Approved the rendition of ATM Management Services to Bank of the Philippine Islands by the joint venture company of Euronet Worldwide, Inc. and AC Infrastructure Holdings Corporation (AC Infra); and

8. Approved AC Infra’s lease of a 16,000 square meter-portion of the MCX Rotunda from the Corporation and lease by AC Infra of the e-commerce center facility to be constructed thereon to Zalora Philippines and Entrego.

Committee of Inspectors of Proxies and Ballots Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Solomon M. Hermosura April 16, 201 2/2 100%
Member Catherine H. Ang April 11, 2014 2/2 100%
Member Josephine G. de Asis April 19, 2013 2/2 100%

*In 2018 and during the incumbency of the directors. 

The following are the work done by the Committee and ratified by the Board of Directors in 2018: 

1. Validated and tabulated the proxy votes received for the 2018 Annual Stockholders’ Meeting; and

2. Tabulated the stockholders’ votes for items taken up during the 2018 Annual Stockholders Meeting.

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Remuneration

Remuneration

Governance  > Board Matters > Remuneration

The non-executive and independent directors are entitled to receive from the Corporation, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as Directors. The Board of Directors shall have the sole authority to determine the amount, form and structure of the fees and other compensation of the directors.

The Personnel and Compensation Committee shall have the responsibility of recommending to the Board of Directors the fees and other compensation for directors. In discharging this duty, the committee shall be guided by the objective of ensuring that the level of compensation should fairly pay directors for work required in a company of the Corporation’s size and scope. In no case shall the total yearly compensation of directors exceed one percent (1%) of the net income before tax of the Corporation during the preceding year.

Directors who hold executive or management positions do not receive directors’ fees. Independent directors do not receive any compensation other than the retainer fee and per diem allowance as set forth above.

On April 21, 2017, upon the recommendation of the Committee, the Board approved a resolution fixing the current remuneration of non-executive directors. The power of fixing the fees was delegated by the stockholders to the Board during the annual stockholders’ meeting in 2011 and is as provided for in the amended by-laws. Non-executive and independent directors are Board members who are not officers of the company. They receive remuneration consisting of: 1) an annual retainer fee of P3,000,000; 2) a per diem of P200,000 for each Board meeting attended; and 3) a per diem of P100,000 per Committee meeting attended.

Board Compensation in 2017

Total Compensation Received by the members of the Board of Directors in 2017:

Name of Directors Total Payment
ANTONIO JOSE U. PERIQUET 5,850,000.00
KEIICHI MATSUNAGA 4,700,000.00
RAMON DEL ROSARIO, JR. 5,450,000.00
XAVIER P. LOINAZ 4,950,000.00
YOSHIO AMANO 900,000.00
DELFIN L. LAZARO 5,600,000.00
 TOTAL  27,450,000.00

*Mr. Matsunaga replaced Mr. Amano on April 21, 2017.

 

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Continuing Education and Performance Evaluation

Continuing Education and Performance Evaluation

Governance  > Board Matters > Continuing Education and Performance Evaluation

The company sets an annual training budget for the directors and encourages new directors to attend an orientation program in corporate governance.

The directors of the Corporation, in their own capacity, attend education programs, seminars, and roundtable discussions with service providers such as the ICD.

Since 2014, all of our directors attended a Corporate Governance Seminars which were facilitated by the Institute of Corporate Directors, Inc. (ICD) and Sycip Gorres Velayo and Co., Inc. Since 2014, all of our directors and officers attended the a Corporate Governance Seminars which were facilitated by the Institute of Corporate Directors, Inc. (ICD) and Sycip Gorres Velayo and Co., Inc. (SGV). The directors of the Corporation, in their own capacity, attend education programs, seminars, and roundtable discussions with service providers such as the ICD and SGV.Since 2014, a group-wide Corporate Governance and Risk Management Summit has been held annually as part of the continuing education program for the Board, CEOs, and senior management. This provides a venue to promote the importance of governance and impart the significance of being innovative and adaptive to changes.

In August 2017 and September 2018, the group held its summit with the themes of "Right of Privacy and Obligation of Transparency" and "Into the Future". As required by the Securities and Exchange Commission, all  programs were conducted by a ICD, a SEC-accredited training provider, and lasted for four  (4) hours.  The Corporate Governance Seminars conducted by SGV also lasted for four (4) hours. 

Consistent with the Guidelines in Conducting Performance Assessments, the Board conducts annual survey to evaluate the performance of the Board and its individual members, measure the effectiveness of the Company's governance practices and identify areas for improvement, and adopt new methodologies to further strengthen the Company's corporate governance standards. The self-assessment tool will cover the 1) structure of the Board, 2) shareholder benefit, 3) fulfillment of the Board's key responsibilities, 4) oversight function, 5) effectiveness of the Board's processes and meetings, 6) quality of the Board-Management relationship, 7) code of ethics and 8) performance evaluation.

In-house training and external courses attended by the Directors and Management

In the past three years, directors and senior management of Ayala have attended several in-house training and external courses:

  • Ayala-LEAP (Ayala Leadership Acceleration Program)
  • EAGLE (Emerging Ayala Group Leaders Program)
  • The Leadership Circle (integrated within Ayala-LEAP and EAGLE)
  • LEAP Alumni Learning Series (presentations by visiting professors and practitioners in the fields of customer centricity, strategy, leadership, etc.)  
  • Executive Coaching
  • Ayala Group Corporate Governance Summit
  • Corporate Governance and Risk Management for Banks
  • Corporate Governance Orientation Program by the Institute of Corporate Directors (ICD)
  • Corporate Governance Seminar by SyCip Gorres Velayo & Co. (SGV) on July 2014
  • Ayala Group Sustainability Summit
  • Ayala Group Corporate Governance and Risk Management Summit held on 4 February 2014
  • Ayala Group Corporate Governance Summit held on 18 February 2015
  • Corporate Governance Seminar by SGV on December 8, 2015
  • Ayala Corporation Corporate Governance and Risk Management Summit held on 8 March 2016
  • CFA Phils Financial Modeling & Valuation, March 14-15, 2016
  • Corporate Governance Seminar by SGV on April 11, 2016
  • ECOP BOSH Certificate, May & August 2016
  • Strategic Risk Forum, May 17, 2016, Singapore
  • Project Management Institute – Project Management Fundamentals, June 20-24, 2016
  • Certified Knowledge Manager, June 20 – 24, 2016, Virginia USA
  • BSI Audit Training, June 20-24,2016, Singapore
  • CINO Summit, June 28-July 1, 2016
  • IIA International Conference, July 17-20, 2016, NYC, USA
  • CIO Summit, July 24-27, 2016, Bhutan
  • ECC International HR Metrics & Analytics, August 2-3, 2016
  • SEC Corporate Governance Forum on August 3, 2016
  • Harvard Comparative Tax Policy on August 15-26, 2016 at Boston MA, USA
  • Tourism Security Conference, August 24-25, 2016, Singapore
  • ECC International Crisis Communication Planner, September 1-2, 2016
  • Customer Experience Management Summit, September 6-7, 2016, Singapore
  • Distinguished Corporate Governance Speaker Series on October 7, 2016 by the ICD
  • Corporate Governance Seminar by SGV on December 9, 2016
  • Strategic Negotiations Program on January 9 – 13, 2017
  • Financial Modeling and Valuation on March 13-14, 2017
  • Corporate Governance Seminar by SGV on February 27, 2017
  • Distinguished Corporate Governance Speaker Series on May 10, 2017 by the ICD
  • Risk Financing & Transfer Solutions on May 18, 2017 by Asia Risk Management Institute
  • Employee Benefits Asia on May 18-19, 2017, Singapore
  • Rapid Earthquake Damage Assessment System Training on June 5-10, 2017
  • Integrated Learning on Innovation on  June 21-22, 2017 by IXL Center
  • HPE Philippines Executive Summit on July 5-7, 2017
  • Understanding Corporate University on July 7, 2017
  • Risk Based Auditing: A Value Add Proposition on July 21-22, 2017
  • IIA International Conference on July 23-26, 2017, Australia
  • Flexible Work Arrangements in PH on July 26, 2017 by PMAP
  • Corporate Governance Seminar by SGV on July 26, 2017
  • Level-Up Leadership on July 27-28, 2017 by Francis Kong
  • BCM5000 ISO 22301 BCMS Expert Implementer on July 31 – August 4, 2017, Singapore
  • Ayala Corporate Governance and Risk Management Summit on August 11, 2017
  • The Accidental Project Manager on August 11-12, 18-19, 2017
  • Moody's Analytics Intro to Derivatives on August 16-17, 2017
  • Strategic Leadership Communication on August 30 – September 1, 2017
  • Aon Risk Symposium on September 4-6, 2017
  • Data Privacy Learning Session on September 5, 2017
  • Cultivating a Thriving Workforce in an Era of Disruption on September 21-22, 2017
  • UN Global Compact Leaders Summit on September 23-24, 2017, USA
  • Microsoft Envision: Digital Transformation on September 25-27, 2017
  • Corporate Governance Conference on September 26, 2017
  • Leadership for Social and Economic Renewal on September 29-30, 2017 by the Center of Asia Leadership
  • People Management Association of the Philippines Conference on October 11-12, 2017
  • Innovations in Library Tech, Communications Resources and Services on October 11-13, 2017
  • Advance Cash Flow Management and Working Capital Optimization on October 16-17, 207
  • Moody's Advanced Financial Statement Analysis on October 16-18, 2017, Hong Kong
  • Adversity Quotient/GRIT Workshop on October 20, 2017
  • Formulating and Manualizing Policies and Procedures on October 23, 2017
  • Certificate in the Foundations of Organization Development on October 23-27, 2017
  • Risk LEADERS Masterclass on October 30 – November 1, 2017
  • Simplified Strategic Planning on November 2-3, 2017
  • Ayala HR Summit on November 7, 2017
  • Transformation in an Era of Disruption on November 9, 2017
  • Pan-Asia Risk and Insurance Management Association on November 14-15, 2017
  • Knowledge Management Asia Conference on November 15-16, Hong Kong
  • Advanced Certificate for Executive Personal Assistants on November 20-24, 2017, Singapore
  • Ayala Innovation Conference on November 22, 2017
  • SEC 2017 Annual Disclosure Seminar on November 27, 2017
  • Corporate Governance Seminar by SGV on December 6, 2017
  • Conference on Intellectual Capital and Knowledge Management on December 7-8, 2017, Hong Kong
  • Treasury Operations Certificate Program on December 7-9, 14-16, 2017
  • Distinguished Corporate Governance Speaker Series on February 13, 2018 by the ICD
  • Corporate Governance Seminar by SGV on August 15, 2018
  • Ayala Group Corporate Governance and Risk Management Summit on September 10, 2018
  • Advanced Corporate Governance Training on 5 October 2018
2017 Corporate Governance Training of Directors

The members of the Board of Directors of the Company attended the following Corporate Governance Seminars for the years 2017 and 2018:

Name of Director Date of Training Program Name of Training Institution
Jaime Augusto Zobel de Ayala

August 11, 2017

2017 Ayala Group Corporate Governance and Risk Mangement Summit  ICD
September 10, 2018 2018 Ayala Group Corporate Governance and Risk Mangement Summit  ICD
Fernando Zobel de Ayala August 11, 2017 2017 Ayala Group Corporate Governance and Risk Mangement Summit  ICD
September 10, 2018 2018 Ayala Group Corporate Governance and Risk Mangement Summit  ICD
Delfin L. Lazaro May 10, 2017  Distiguished Corporate Governance Speaker Series  ICD
September 10, 2018 2018 Ayala Group Corporate Governance and Risk Mangement Summit ICD
Keiichi Matsunaga August 11, 2017 2017 Ayala Group Corporate Governance and Risk Mangement Summit  ICD
September 10, 2018 2018 Ayala Group Corporate Governance and Risk Mangement Summit  ICD
Xavier P. Loinaz August 11, 2017 2017 Ayala Group Corporate Governance and Risk Mangement Summit  ICD
September 10, 2018 2018 Ayala Group Corporate Governance and Risk Mangement Summit  ICD
Antonio Jose U. Periquet February 27, 2017 Corporate Governance Seminar SGV
February 13, 2018 Distiguished Corporate Governance Speaker Series ICD
Ramon R. del Rosario, Jr. July 26, 2017  Corporate Governance Seminar SGV
August 15, 2018 Corporate Governance Seminar SGV
Annual Performance Assessment

The Board conducts an annual performance assessment to review and evaluate the performance of the Board, its Committees, and its individual members to measure the effectiveness of the company’s governance practices and identify areas for improvement; and to adopt new methodologies towards further strengthening the company’s corporate governance standards.

Each of the directors will complete a self-assessment form which includes criteria such as: (1) structure of the Board, (2) shareholder benefits, (3) fulfillment of the Board’s key responsibilities, (4) oversight function, (5) effectiveness of the Board’s processes and meetings, (6) quality of the Board-management relationship, (7) corporate ethics, and (8) performance evaluation.

The results of the self-assessment survey were compiled by the Compliance Officer and were reported and discussed during the June 22, 2017 and June 22, 2018 Board meetings.

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