Meetings And Attendance

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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. Average attendance in the Board’s six meetings in 2016 was 95%.

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. 

In 2016,  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 15, 2016 6/6 100%
Member (ED) Fernando Zobel de Ayala April 15, 2016 6/6 100%
Member (NED) Yoshio Amano April 15, 2016 6/6 100%
Member (NED) Delfin L. Lazaro April 15, 2016 5/6 83%
Member (ID) Xavier P. Loinaz April 15, 2016 6/6 100%
Member (ID) Antonio Jose U. Periquet April 15, 2016 6/6 100%
Member (ID) Ramon R. del Rosario, Jr. April 15, 2016 5/6 83%
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 -

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 list of all resolutions passed and approved by the Executive Committee is provided in the Annual Corporate Governance Report available in the following page of this website:

http://www.ayala.com.ph/annual-corporate-governance-report-0?qt-annual_corporate_governance_repo=4

 

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 3/4 75%
Member Ramon R. del Rosario, Jr. April 16, 2010 4/4 100%

The Audit Committee also had a joint meeting with the Risk Management and Related Party Transactions Committee on March 3, 2016. It also passed a resolution on the appointment of the audit engagement partner starting calendar year 2016 on March 30, 2016. 

Nomination Committee* Meeting
Office Name of Director Date of Appointment Attendance %
Chairman Ramon R. del Rosario, Jr April 18, 2011 4/4 100%
Member Antonio Jose U. Periquet April 20, 2012 4/4 100%
Member Fernando Zobel de Ayala** March 6, 2004 2/2 100%
Member Xavier P. Loinaz** April 15, 2016 2/2 100%

   *Renamed to Corporate Governance and Nomination Committee on May 2017

   **Mr. Loinaz replaced Mr. Zobel de Ayala on April 15, 2016. 

 

Personnel and Compensation Committee Meeting
Office Name of Director Date of Appointment Attendance %
Chairman Ramon R. del Rosario, Jr. April 16, 2010 3/3 100%
Member Delfin L. Lazaro March 30, 2007 3/3 100%
Member Yoshio Amano April 20, 2012 3/3 100%
Finance Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Delfin L. Lazaro April 16, 2010 16/17 94%
Member Antonio Jose U. Periquet April 18, 2011 17/17 100%
Member Jaime Augusto Zobel de Ayala May 29, 2011 16/17 94%
Member Fernando Zobel de Ayala April 15, 2016 10/13** 7

*Nine out of the 17 meetings of the Committee were via electronic/digital means. In 2016, the committee passed 11 resolutions and the corresponding per diem were paid to the non-executive directors and independent directors. 

**During incumbency as a member of the committee.

 

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 Yoshio Amano September 1, 2014 4/4 100%
Member Ramon R. del Rosario, Jr. September 1, 2014 4/4 100%

The Risk Managment and Related Party Transactions Committee also had a joint meeting with the Audit Committee on March 3, 2016.  

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%
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