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.

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. His orientation programs lasted for a total of eight (8) hours. 



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.


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.


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.


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.


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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