Composition | Ayala

Composition

Governance  > Board Matters > Composition

The Board of Directors of Ayala is composed of seven (7) directors who are elected annually at the Company’s stockholders’ meeting. At the annual stockholders’ meeting on April 24, 2020, the following were elected to the Board:

Director

If nominee, identify the principal

Nominator in the last election (if ID, state the relationship with the nominator)

Date first elected

No. of years served as director

Jaime Augusto Zobel de Ayala

Executive Director

Mermac, Inc.

Nina Jacinto Aquino

May 1987

33

Fernando Zobel de Ayala

Executive Director

Mermac, Inc.

Nina Jacinto Aquino

May 1994

26

Delfin L. Lazaro

Non-Executive Director

N.A.

Nina Jacinto Aquino

January 2007

13

Keiichi Matsunaga

Non-Executive Director

Mitsubishi Corporation (MC)

Nina Jacinto Aquino

April 2017

3

Xavier P. Loinaz

Lead Independent Director*

N.A.

Nina Jacinto Aquino (no relation to Mr. Loinaz)

April 2009 (Served as ID for 9 years from April 2012)

11

Antonio Jose U. Periquet

Independent Director

N.A.

Nina Jacinto Aquino (no relation to Mr. Periquet)

September 2010 (Served as ID for 8 years from April 2012)

10

Rizalina G. Mantaring

Independent Director

N.A.

Nina Jacinto Aquino (no relation to Ms. Mantaring)

April 2020

-

*Lead Independent Director since April 2017

The Chairman of the Board is Jaime Augusto Zobel de Ayala, who assumed the position in 2006. Fernando Zobel de Ayala has held the position of Co-Vice Chairman since 1994 and sole Vice Chairman since 2006. The profiles of each board director may be viewed here- http://www.ayala.com.ph/board-directors

The independent directors have no interest or relationship with the company that may hinder their independence from the company, Management or shareholders which could materially interfere with their exercise of independent judgment in carrying out their responsibilities as directors.

Independent Directors

Messrs. Loinaz and Periquet and Ms. Mantaring our independent directors. They have no interest or relationship with the company that may hinder their independence from the company, Management or shareholders which could materially interfere with their exercise of independent judgment in carrying out their responsibilities as directors. None of them have served the company for more than nine years, reckoning from 2012, in compliance with SEC Memorandum Circular No. 19, series of 2016. 

The  definition of Independent Director may be found in our Manual of Corporate Governance (https://ayala.com.ph/sites/default/files/AC%20Revised%20CG%20Manual%20as%20of%20March%2012%2C%202020.pdf). 

A 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.  Since 2017, Mr. Loinaz has served as our Lead Independent Director. He has the following functions:

  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.

Independent Directors can serve for a cumulative term of nine (9) years reckoning from 2012. After which, the independent director shall be perpetually barred from being re-election as such in the Corporation, without prejudice to being elected as a non-Independent Director in the Corporation and as an Independent Director in other companies outside of the business conglomerate, where applicable, under the same conditions provided for in the rules and regulations of the SEC. In case the Corporation wants to retain an Independent Director who has already served for nine (9) years, the Board should provide meritorious justifications and seek shareholders' approval during the annual shareholders' meeting.

Board Diversity, Directorship Limit, Director Term, and Retirement Age

Diversity

We are committed to having our Board comprised of qualified and dedicated Directors with a diverse mix of expertise, experience, skills, and backgrounds. Diversity includes business experience, age, genter, and ethnicity. With respect ot gender, the Board shall be composed of at least 30% female directors or at least two (2) female directors, whichever is lower, by 2025.

In 2020, the Corporation has already elected one female independent director, Ms. Rizalina G. Mantaring. With this, the female composition of AC Board is presently at 14.29%.

Directorship Limit

To ensure that our Directors devote adequate time and attention to their duties, we encourage our Independent Directors and Non-Executive Directors to hold no more than five (5) board seats in publicly listed companies (PLCs), and our Executive Directors to hold no more than two (2) board seats in PLCs outside our group. These limits may be waived by the Board at its discretion provided the interests of our stockholders and stakeholders are not prejudiced. The Board may also allow Executive Directors to hold directorships that are necessary or desirable in the pursuit of the Corporation's business

Director Term

Directors shall hold office for one year and until their successors are elected and qualified in accordance with the By-Laws.

Retirement Age

No person eighty (80) years of age or older shall be eligible for election,re-election,appointment or reappointment as a member of the Board. 

Chairman of Board/CEO and President/COO

Messrs. Jaime Augusto Zobel de Ayala and Fernando Zobel de Ayala are our Chairman and CEO and President and COO, respectively.

Roles, Accountabilities and Deliverables

  Chairman of the Board Chief Executive Officer President/CEO
Roles, Accountabilities, and Deliverables 
  1. Schedule meetings to enable the Board to perform its duties responsibly while not interfering with the flow of the Corporation’s operations;
  2. Prepare the meeting agenda;
  3. Exercise control over quality, quantity and timeliness of the flow of information between Management and the Board; and
  4. Assist in ensuring compliance with the Corporation’s guidelines on corporate governance.
  1. Have general supervision of the business, affairs, and property of the Corporation, and over its employees and officers;
  2. See that all orders and resolutions of the Board of Directors are carried into effect;
  3. Submit to the Board as soon as possible after the close of each fiscal year, and to the stockholders at the annual meeting, a complete report of the operations of the Corporation for the preceding year, and the state of its affairs; and
  4. Report to the Board from time to time all matters within its knowledge which the interest of the Corporation may require to be brought to their notice.
  1. Has general supervision of the business, affairs, and property of the Corporation, and over its employees and officers;
  2. See that all orders and resolutions of the Board of Directors are carried into effect;
  3. Submit to the Board as soon as possible after the close of each fiscal year, and to the stockholders at the annual meeting, a complete report of the operations of the Corporation for the preceding year, and the state of its affairs; and
  4. Report to the Board from time to time all matters within its knowledge which the interest of the Corporation may require to be brought to their notice.

 

Among the check and balances laid down to ensure that the Board gets the benefit of independent views are:

  1. the powers and resposibilities of the Chairman and of the CEO are specified and separate in the By-laws;
  2. only two of the seven directors are executive directors and the powers and responsibilities of directors are clearly delineated from the powers and responsibilities of management; and
  3. three of the seven directors are independent directors. 

 

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