Meetings And Attendance
Governance > Board Matters > Meetings And Attendance
The Board meets at least six times every year. Discussions during board meetings are open and independent views are given due consideration. 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. Average attendance in the Board’s seven meetings in 2019 was 98%.
The directors are encouraged to attend all meetings, either in person or via video or teleconferencing facility. The Corporate Secretary provides dial-in numbers to the directors who wish to join the meetings via video or teleconferencing facility. Two-thirds (2/3) of the number of Directors as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business.
At the beginning of the year, the Office of the Corporate Secretary sends to the directors through email the schedule of the board meetings for the year as follows:
January 16, 2020
March 12, 2020
April 24, 2020
The members of the Board of the Directors, upon their election on the April 24, 2020, set the dates of their meetings during their term. For the rest of the year, the meetings of the Board will be held on the following dates:
June 16, 2020
September 22, 2020
December 3, 2020
NON-EXECUTIVE DIRECTORS (NED's) MEETINGS
Periodic meetings are held by the NEDs and IDs without the presence of executive directors. In 2019, the NEDs and IDs had a meeting held on July 16, 2019 chaired by the Lead Independent Director, Xavier P. Loinaz. The Chief Finance Officer was invited as a resource person. Discussions centered on how the Code of Conduct and Ethics is being implemented and how compliance with it is being monitored, whistleblower reports involving certain companies within the group, the performance of the Chief Executive Officer and the need to periodically review the succession plans of the operating subsidiaries.
ACCESS TO INFORMATION
Board materials are made available to the directors at least five working days in advance of the scheduled 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 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.
In 2019, the Board and each of its committees reported the following attendance in their respective meetings:
Board Meeting
| Office | Name of Director | No. of Meetings Held/Attendance* | % |
|---|---|---|---|
| Chairman (ED) | Jaime Augusto Zobel de Ayala | 7/7 | 100% |
| Member (ED) | Fernando Zobel de Ayala | 7/7 | 100% |
| Member (NED) | Delfin L. Lazaro | 7/7 | 100% |
| Member (Lead ID) | Xavier P. Loinaz | 7/7 | 100% |
| Member (ID) | Antonio Jose U. Periquet | 7/7 | 100% |
| Member (ID) | Ramon R. del Rosario, Jr. | 7/7 | 100% |
| Member (NED) | Keiichi Matsunaga | 6/7 | 86% |
*In 2019 and during the incumbency of the directors.
Executive Committee Meeting
| Office | Name of Director | Date of Appointment |
|---|---|---|
| Chairman | Jaime Augusto Zobel de Ayala | May 10, 1996 |
| Member | Fernando Zobel de Ayala | May 10, 1996 |
| Member | Keiichi Matsunaga | April 21, 2017 |
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 actions taken and resolutions passed by the Executive Committee in 2019 are found in the Report of the Executive Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Audit Committee Meeting
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Xavier P. Loinaz | April 3, 2009 | 4/4 | 100% |
| Member | Ramon R. del Rosario, Jr. | April 16, 2010 | 4/4 | 100% |
| Member | Keiichi Matsunaga | April 21, 2017 | 4/4 | 100% |
*In 2019 and during the incumbency of the directors.
The actions taken and matters deliberated and approved by the Audit Committee in 2019 are found in the Report of the Audit Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Corporate Governance and 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 | Xavier P. Loinaz | April 15, 2016 | 4/4 | 100% |
*In 2019 and during the incumbency of the directors.
The actions taken and matters deliberated and approved by the Corporate Governance and Nomination Committee in 2019 are found in the Report of the Corporate Governance and Nomination Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Personnel and Compensation Committee Meeting
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Ramon R. del Rosario, Jr. | April 16, 2010 | 2/2 | 100% |
| Member | Delfin L. Lazaro | March 30, 2007 | 2/2 | 100% |
| Member | Keiichi Matsunaga | April 21, 2017 | 2/2 | 100% |
*In 2019 and during the incumbency of the directors.
The actions taken and matters deliberated and approved by the Personnel and Compensation Committee in 2019 are found in the Report of the Personnel and Compensation Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Finance Committee Meeting
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Delfin L. Lazaro | April 16, 2010 | 8/8 | 100% |
| Member | Antonio Jose U. Periquet | April 18, 2011 | 8/8 | 100% |
| Member | Jaime Augusto Zobel de Ayala | May 29, 2011 | 8/8 | 100% |
| Member | Fernando Zobel de Ayala | April 15, 2016 | 8/8 | 100% |
*In 2019 and during the incumbency of the directors.
The actions taken and matters deliberated and approved by the Finance Committee in 2019 are found in the Report of the Finance Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Risk Management and Related Party Transactions Committee Meeting
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Antonio Jose U. Periquet | September 1, 2014 | 7/7 | 100% |
| Member | Ramon R. del Rosario, Jr. | September 1, 2014 | 6/7 | 86% |
| Member | Keiichi Matsunaga** | April 21, 2017 | 6/7 | 86% |
*In 2019 and during the incumbency of the directors.
The actions taken and matters deliberated and approved by the Risk Management and Related Party Transactions Committee in 2019 are found in the Report of the Risk Management and Related Party Transactions Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).