The Board of Directors of Ayala is composed of seven directors who are elected annually at the company’s stockholders’ meeting. On April 20, 2018, the following were elected to the Board:
- Jaime Augusto Zobel de Ayala, Chairman and Chief Executive Officer
- Fernando Zobel de Ayala, President, and Chief Operating Officer
- Delfin L. Lazaro, Non-Executive Director
- Keiichi Matsunaga, Non-Executive Director
- Ramon del Rosario, Jr. Independent Director
- Xavier P. Loinaz, Lead Independent Director
- Antonio Jose U. Periquet, Independent Director
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.
Messrs. Loinaz, Periquet and del Rosario 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. 9, series of 2011.
Our definition of Independent Director may be found in our Manual of Corporate Governance (https://www.ayala.com.ph/sites/default/files/AC%20-%20CG%20Manual_5%2031%2017.pdf).
Since 2017, Mr. Loinaz has served as our Lead Independent Director. He has the following functions:
- intermediate between the Chairman of the Board and other Directors, if and when needed;
- 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
- contribute to the performance evaluation of the Chairman of the Board.
Board Diversity, Term Limit, and Retirement Age
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. Nominees shall be selected based on merit.
Directors shall hold office for one year and until their successors are elected and qualified in accordance with the By-Laws.
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 the Board and Chief Executive Officer/President
Messrs. Jaime Augusto Zobel de Ayala and Fernando Zobel de Ayala are our Chairman and CEO and President and COO, respectively. The following are their roles, accountabilities and deliverables to our Board of Directors, stockholders and other stakeholders:
Chairman and CEO
- Schedule meetings to enable the Board to perform its duties responsibly while not interfering with the flow of the Corporation’s operations;
- Prepare the meeting agenda;
- Exercise control over quality, quantity and timeliness of the flow of information between Management and the Board; and
- Assist in ensuring compliance with the Corporation’s guidelines on corporate governance.
President and COO
- Has general supervision of the business, affairs, and property of the Corporation, and over its employees and officers;
- See that all orders and resolutions of the Board of Directors are carried into effect;
- 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
- 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:
- the powers and resposibilities of the Chairman and of the CEO are specified and separate in the By-laws;
- 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
- three of the seven directors are independent directors.