Board Meetings and Attendance
Governance > Annual Corporate Governance Report > Board Meetings and Attendance
I. SCHEDULE OF MEETINGS
At the beginning of the year, the Office of the Corporate Secretary sends to the directors, though email, the schedule of board meetings for the year as follows:
January 21, 2019
March 12, 2019
April 26, 2019 (Organizational Board Meeting)
The members of the Board of Directors, upon their election on the April 26, 2019 Annual Stockholders’ Meeting, set the dates of the Board meetings for the for the rest of 2019, as follows:
July 16, 2019
September 13, 2019
December 5, 2019
II. ATTENDANCE OF DIRECTORS
The Board meets at least (6) times each calendar year. 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.
The directors are encouraged to attend all board and committee 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 following is the record of attenance of the our directors in the board meetings held in 2018.
|Board||Name||No. of Meetings Held during the year*||No. of Meetings Attended*||%|
|Chairman||Jaime Augusto Zobel de Ayala||6||6||100%|
|Member||Fernando Zobel de Ayala||6||5||83%|
|Member||Delfin L. Lazaro||6||6||100%|
|Independent||Xavier P. Loinaz||6||6||100%|
|Independent||Ramon R. Del Rosario, Jr.||6||5||83%|
|Independent||Antonio Jose U. Periquet||6||6||100%|
Non-Executive Directors Meeting
In 2018, the non-executive and the independent directors had two meetings held on March 9, 2018 and December 6, 2018 without the presence of the executive directors. The meeting was chaired by the Lead Independent Director, Xavier P. Loinaz. Discussions during the meeting revolved around engagement of a third party to process reports from whistleblowers, managing government relations, unpaid receivables from the government sector, increasing dangers of social media, external auditors’ performance, and the e-commerce landscape of the Philippines. Respective department heads were invited to discuss specific agenda items during the meeting. Additional information, documents, and materials are provided to the directors as and when required to enable them to make informed decisions.
III. QUORUM REQUIREMENT
Two-thirds (2/3) of the number of directors as fixed in the articles of incorporation constitute a quorum for the transaction of corporate business.
IV. ACCESS TO INFORMATION
The board materials for the board of directors’ meetings are being distributed to the directors at least five business days before the meeting.
The board members are free to contact the Chief Legal Officer and Corporate Secretary, and any of the management team to discuss issues or matters that need clarification in the discharge of their duties as members of the Corporation’s board of directors.
The following are the procedure that Directors can avail of to enable them to get information necessary to be able to prepare in advance for the meetings of different committees:
|Committee||Details of the procedures|
1. The Office of the Corporate Secretary sends the board materials at least five business days before the scheduled meeting.
2. The board materials provide supporting information for matters for approval of the directors during the meeting.
3. The Company meets with the independent directors, nonexecutive directors and executive directors, individually or in groups, as may be necessary for management to keep the directors informed and to seek guidance.
Risk Management and Related Party Transactions
|Inspectors of Proxies and Ballots|
The General Counsel and Corporate Secretary of the Company attends to the directors’ concerns. When necessary, the General Counsel and Corporate Secretary may recommend to the directors to seek for an advice from third parties.
The Board of Directors has not introduced and any change on existing policies that may have an effect on the business of the company.
The Chief Legal Officer and Corporate Secretary of the Company attends to the directors’ concerns. When necessary, the Chief Legal Officer and Corporate Secretary may recommend to the directors to seek for an advice from third parties.
Any change/s introduced by the Board of Directors (during its most recent term) on existing policies that may have an effect on the business of the company and the reason/s for the change:
V. CORPORATE SECRETARY
The Corporate Secretary of the Corporation, who is not a member of the Board of Directors, has the following functions:
(a) Serve as an adviser to the directors on their responsibilities and obligations;
(b) Keep the minutes of meetings of the stockholders, the Board of Directors, the Executive Committee, and all other committees in a book or books kept for that purpose, and shall furnish copies thereof to the Chairman, the President and other members of the Board as appropriate;
(c) Keep in safe custody the seal of the Corporation and affix it to any instrument requiring the same;
(d) Have charge of the stock certificate book and such other books and papers as the Board may direct;
(e) Attend to the giving and serving of notices of Board and shareholder meetings;
(f) Be fully informed and be part of the scheduling process of other activities of the Board;
(g) Prepare an annual schedule of board meetings and the regular agendas of meetings, and put the Board on notice of such agenda at every meeting;
(h) Oversee the adequate flow of information to the Board prior to meetings;
The Corporate Secretary also assists the Chairman of the Board in preparing the board agenda, facilitating training of directors, keeping directors updated regarding any relevant statutory and regulatory changes, among others.
The Corporate Secretary of the Company is Atty. Solomon M. Hermosura. He possesses organizational and interpersonal skills, and the legal skills of a chief legal officer. He also has financial and accounting knowledge.
Solomon M. Hermosura, Filipino, 57, has served as Managing Director of Ayala Corporation since 1999 and a member of the Ayala Corporation Management Committee since 2009 and the Ayala Group Management Committee since 2010. He is also the Group Head of Corporate Governance, and the Chief Legal Counsel, Chief Compliance Officer, Corporate Secretary and Data Protection Officer of Ayala Corporation. He is the CEO of Ayala Group Legal. He serves as the Corporate Secretary and Group General Counsel of Ayala Land, Inc., and Corporate Secretary of Globe Telecom, Inc., Manila Water Company, Inc., Integrated Micro-Electronics, Inc. and Ayala Foundation, Inc. He also serves as a Corporate Secretary and a member of the Board of Directors of a number of companies in the Ayala group. He is currently a member of the faculty of the College of Law of San Beda University. He graduated valedictorian with Bachelor of Laws degree from San Beda College in 1986 and placed third in the 1986 Bar Examinations.