The non-executive and independent directors are entitled to receive from the Corporation, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as Directors. The Board of Directors shall have the sole authority to determine the amount, form and structure of the fees and other compensation of the directors.
The Personnel and Compensation Committee shall have the responsibility of recommending to the Board of Directors the fees and other compensation for directors. In discharging this duty, the committee shall be guided by the objective of ensuring that the level of compensation should fairly pay directors for work required in a company of the Corporation’s size and scope. In no case shall the total yearly compensation of directors exceed one percent (1%) of the net income before tax of the Corporation during the preceding year.
Directors who hold executive or management positions do not receive directors’ fees. Independent directors do not receive any compensation other than the retainer fee and per diem allowance as set forth above.
On April 21, 2017, upon the recommendation of the Committee, the Board approved a resolution fixing the current remuneration of non-executive directors. The power of fixing the fees was delegated by the stockholders to the Board during the annual stockholders’ meeting in 2011 and is as provided for in the amended by-laws. Non-executive and independent directors are Board members who are not officers of the company. They receive remuneration consisting of: 1) an annual retainer fee of P3,000,000; 2) a per diem of P200,000 for each Board meeting attended; and 3) a per diem of P100,000 per Committee meeting attended.
Board Compensation in 2017
Total Compensation Received by the members of the Board of Directors in 2017:
| Name of Directors | Total Payment |
| ANTONIO JOSE U. PERIQUET | 5,850,000.00 |
| KEIICHI MATSUNAGA | 4,700,000.00 |
| RAMON DEL ROSARIO, JR. | 5,450,000.00 |
| XAVIER P. LOINAZ | 4,950,000.00 |
| YOSHIO AMANO | 900,000.00 |
| DELFIN L. LAZARO | 5,600,000.00 |
| TOTAL | 27,450,000.00 |
*Mr. Matsunaga replaced Mr. Amano on April 21, 2017.