Meetings And Attendance | Ayala

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).

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