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. The Board had perfect attendance in seven meetings in 2017.

The meetings of the board of directors are scheduled at the beginning of the year. The independent and non-executive directors of the Corporation meet at least once a year without the presence of any executive director and/or management, except for the Compliance Officer and Corporate Secretary and the Chief Audit Executive. 

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 (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 (ID) Keiichi Matsunaga** April 21, 2017 4/4 100%

*In 2017 and during incumbency of the directors.

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

 

 

 

Executive Committee Meeting
Office Name of Director Date of Appointment Attendance %
Chairman Jaime Augusto Zobel de Ayala May 10, 1996 0/0 -
Member Fernando Zobel de Ayala May 10, 1996 0/0 -
Member Yoshio Amano April 20 2012 0/0 -
Member Keiichi Matsunaga April 21, 2017 0/0  

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

The following are the resolutions approved by the Executive Committee and ratified by the Board of Directors in next scheduled board meeting in 2017:

  1. Renewal and Amendment of Administrative Support and Services Agreement between the Corporation and Manila Water Company, Inc.
  2. Additional Capital Infusion into AC Infrastructure Holdings Corp. and Disbursement of Funds for MCX’s Capital Expenditures AC Ventures Holding Corp. and its Initial Investments
  3. Partial In-Kind Redemption of Arran Investments Pte. Ltd.’s Redeemable Preferred Shares in Liontide Holdings, Inc.
  4. Actions Relating to the Code of Corporate Governance for Publicly Listed Companies
  5. Reduction of Investment in Bestfull Holdings Ltd.
  6. Issuance of Up to USD400 Million Guaranteed Undated Notes by AYC Finance Limited
  7. Sale of Shares Held as Available-For-Sale (AFS)
  8. Execution of amended and restated equity support documents for AC Energy’s GNPD Expansion
  9. Obtention of Confidential Credit Rating from S&P Global Ratings
  10. Engagement of SWIFT’s Services
  11. Additional Capital Allocation for AC Education, Inc.’s Project Gamma
  12. Investment in AC Infra for Logistics Business

 

Audit Committee Meeting
Office Name of Director Date of Appointment Regular Meeting 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 1/2 100%

*In 2017 and during the incumbency of the Directors

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

The following are the resolutions approved by the Audit Committee and ratified by the Board of Directors in next scheduled board meeting in 2017:

  1. Reviewed the 2016 audited consolidated and parent financial statements together with Sycip Gorres Velayo & Co. (SGV)
  2. Disclosed the 2016 Audit and Non-audit Fees rendered and paid to SGV for inclusion in the Annual Report
  3. Discussed the re-engagement of SGV as external auditor of the Corporation for 2017 for a fee of PhP5.4 Million
  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 its Report to the Board for the year 2016, which is recommended for inclusion in the Annual Report
  6. Reviewed and approved the financial statements for the Parent Company and on a consolidated basis together with Management’s Discussion of the Results of Operation;
  7. Reviewed and approved the proposed fees of SGV and PWC for the conduct of mid-year review of the group financial statements for a combined fee of PhP6 Million;
  8. Reviewed the proposed changes to the Corporate Governance Manual and provided comments thereon;
  9. Reviewed the proposed Ayala Group Internal Audit Maturity Framework for discussion and approval by the companies’ respective audit committees;
  10. Reviewed SGV’s 2016 management letter comments;
  11. Reviewed the updates provided by Internal Audit on their performance against targets.
  12. Reviewed and approved the proposed fees of SGV, PWC and Deloitte for the auditor’s comfort letter on Project Infinity;
  13. Reviewed and approved the 2017 audit plan of SGV; and
  14. Reviewed the on-going work of the Ayala Group Internal Audit.
  15. Transfer pricing review engagement of SGV & Co. and related fees
  16. Revised Audit Committee Charter and Internal Audit Charter
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 are the resolutions approved by the Corporate Governance and Nomination Committee and ratified by the Board of Directors in next scheduled board meeting in 2017:

  1. Reviewed the qualifications of all persons nominated to positions requiring appointment by the Board; and
  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.
  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 0/0 100%

*In 2017 and during the incumbency of the Directors

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

The following are the resolutions approved by the Personnel and Compensation Committee and ratified by the Board of Directors in next scheduled board meeting in 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 9/10 100%
Member Jaime Augusto Zobel de Ayala May 29, 201 10/10 100%
Member Fernando Zobel de Ayala April 15, 201 10/10 100%

*In 2017 and during the incumbency of the Directors

The following are the resolutions approved by the Finance Committee and ratified by the Board of Directors in next scheduled board meeting in 2017:

  1. Additional equity infusions and advances to wholly-owned subsidiaries of the Company;
  2. Allocation and Use of the PhP2 Billion General Investment Fund
  3. Issuance of Fixed-For-Life Bond of up to US$400 Million
  4. Sale of Shares Held as Available-For-Sale (AFS)
  5. Availment of Credit Facilities and authorized counterparties for Peso Yield Enhancer/Investment Products
  6. Exercise of Right of First Refusal over an investment shares
  7. Capital Allocation for subsidiaries
  8. PhP30 Billion Bonds Shelf Registration
  9. Availment of a Revolving USD Credit Facility from a local bank
  10. Availment Bilateral Fixed Term Loan Facility from a local bank
  11. Peso Yield Enhancers or Investment Products
Risk Management 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 are the resolutions approved by the Risk Management and Related Party Transactions Committee and ratified by the Board of Directors in next scheduled board meeting in 2017:

  1. Approved the investment of the Corporation in Globe Fintech Innovations, Inc.
  2. Approved the renewal of lease agreement between subsidiaries for rental fee of PhP162.6 million over three years;
  3. Approved the) Intercompany Borrowings within the Ayala Land Group at the prevailing intercompany rate of 2.65% with no premium and exclusive of value added tax
  4. Approved the revision of the committee charter
  5. Approved that risk appetite statements for people, compliance and reputational impact of the corporation
Committee Of Inspectors of Proxies and Ballots Meeting
Office Name of Director Date of Appointmen 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 resolutions approved by the Risk Management and Related Party Transactions Committee and ratified by the Board of Directors in next scheduled board meeting in 2017:

  1. Validation and tabulation of proxy votes
  2. Tabulation of results of the 2017 Annual Stockholders’ Meeting.
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