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 2017 was 100%.

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 2017,  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 21, 2017 7/7 100%
Member (ED) Fernando Zobel de Ayala April 21, 2017 7/7 100%
Member (NED) Yoshio Amano** April 21, 2017 3/3 100%
Member (NED) Delfin L. Lazaro April 21, 2017 7/7 100%
Member (Lead ID) Xavier P. Loinaz April 21, 2017 7/7 100%
Member (ID) Antonio Jose U. Periquet April 21, 2017 7/7 100%
Member (ID) Ramon R. del Rosario, Jr. April 21, 2017 7/7 100%
Member (NED) Keiichi Matsunaga** April 21, 2017 4/4 100%

*In 2017 and during the incumbency of the directors. **Mr. Amano was replaced by Mr. Matsunaga on April 21, 2017. 

 

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

*Mr. Matsunaga replaced Mr, Amano on 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 following were the resolutions approved by the Executive Committee and ratified by the Board of Directors in 2017:

1. Renewal and amendment of administrative support and service agreements between the Corporation and subsidiaries;

2. Additional capital infusions to subsidiaries;

3. Reduction of invesment in a subsidiary;

4. Redemption of shares held by the stockholders of a non-publicly listed subsidiary;

5. Adoption by the Corporation of a revised corporate goverannce manual in compliance with the SEC Memorandum Circular Number 19, series of 2016; and

6. Matters related to fund raising activities of the Company. 

Audit Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Xavier P. Loinaz April 3, 2009 4/4 100%
Member Yoshio Amano* April 20, 2012 2/2 100%
Member Ramon R. del Rosario, Jr. April 16, 2010 4/4 100%
Member Keiichi Matsunaga* April 21, 2017 1/2 50%

*In 2017 and during the incumbency of the directors. **Mr. Matsunaga replaced Mr. Amano on April 21, 2017. 

The following were the work done and issues addressed by the Audit Committee and ratified by the Board of Directors in 2017 : 

1. Reviewed the 2016 audited parent and consolidated financial statements; 

2. Reviewed the 2016 Audit and Non-audit Fees paid to Sycip Gorres Velayo & Co. (SGV); 

3. Reviewed and approved SGV's audit plan for 2017 and engagement fee of PhP5.4 Million for 2017;

4. Reviewed and approved the 2016 CG Disclosure Survey for submission to the Philippine Stock Exchange; 

5. Discussed the results of the Committee’s 2016 Performance Self-Assessment and approved its Report to the Board for the year 2016; 

6. Reviewed and approved the proposed fees of SGV and Pricewaterhouse Cooper PWC for the conduct of mid-year review of the group financial statements for a

combined fee of PhP6 Million;

7. Reviewed the revised Corporate Governance Manual of the Company;

8. Reviewed the proposed Ayala Group Internal Audit Maturity Framework for discussion and approval by the companies’ respective audit committees;

9. Evaluated the performance of the Corporation's Internal Audit; 

10. Reviewed and approved the proposed fees of SGV, PWC and Deloitte for the auditor’s comfort letter on Project Infinity;

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

12. Approved the transfer pricing review engagement with SGV; and 

13. Revised Audit Committee Charter and Internal Audit Charter. 

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 3/3 100%
Member Antonio Jose U. Periquet April 20, 2012 3/3 100%
Member Xavier P. Loinaz April 15, 2016 3/3 100%

*In 2017 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 2017: 

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 2017 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. Approved revision of committee charter and the additional functions as the reconstituted Corporate Governance and Nomination Committee. 

Personnel and Compensation Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Ramon R. del Rosario, Jr. April 16, 2010 1/1 100%
Member Delfin L. Lazaro March 30, 2007 1/1 100%
Member Yoshio Amano** April 20, 2012 1/1 100%
Member Keiichi Matsunaga** April 21, 2017 0/0 -

*In 2017 and during the incumbency of the directors.  **Mr. Matsunaga replaced Mr. Amano on April 21, 2017.

The following were the resolutions approved by the Personnel and Compensation Committee and ratified by the Board of Directors in the 2017:

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

2. Approved the 2017 Employee Stock Ownership Plan (ESOWN).

Finance Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Delfin L. Lazaro April 16, 2010 10/10 100%
Member Antonio Jose U. Periquet April 18, 2011 9/10 90%
Member Jaime Augusto Zobel de Ayala May 29, 2011 10/10 100%
Member Fernando Zobel de Ayala April 15, 2016 10/10 100%

*In 2017 and during the incumbency of the directors. 

The following were the resolutions approved by the Finance Committee and ratified by the Board of Directors in 2017: 

1. Additional equity infusions and advances to wholly-owned subsidiaries of the Company;

2. Allocation and Use of the General Investment Fund; 

3. Issuance of Fixed-For-Life Bond of up to US$400 Million

4. Sale of available-for-sale securities; 

5. Availment of credit Facilities and authorized counterparties for peso yield enhancer/investment products;

6. Exercise of Right of First Refusal over Renewable Energy Test Center shares; 

7. Capital allocation for operating subsidiaries; 

8. PhP30 Billion bond shelf registration with the Securities and Exchange Commission;

9. Availment of a revolving UD dollar credit facility; and

10. Availment  of a bilateral fixed term loan facility. 

Risk Management and Related Party Transactions Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Antonio Jose U. Periquet September 1, 2014 3/3 100%
Member Yoshio Amano** September 1, 2014 2/2 100%
Member Ramon R. del Rosario, Jr. September 1, 2014 3/3 100%
Member Keiichi Matsunaga** April 21, 2017 1/1 100%

*In 2017 and during the incumbency of the directors.**Mr. Matsunaga replaced Mr. Amano on April 21, 2017.

The following were the resolutions approved by the Risk Management and Related Party Transactions Committee and ratified by the Board of Directors in 2017:                              

1. Investment of the Corporation in Globe Fintech Innovations, Inc.;

2. Renewal of lease contract between Technopark Land, Inc. and Integrated Micro-electronics, Inc.; 

3. Ayala Hotels, Inc.'s intercompany borrowings within the Ayala Land Group;  and 

4. Revision of the committee charter. 

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 2017 and during the incumbency of the directors. 

The following are the work done by the Committee and ratified by the Board of Directors in 2017: 

1. Validated and tabulated the proxy votes received for the 2017 Annual Stockholders’ Meeting; and

2. Tabulated the stockholders’ votes for items taken up during the 2017 Annual Stockholders Meeting.

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