Governance > Annual Corporate Governance Report > Remuneration Matters
I. REMUNERATION OF CEO AND FOUR (4) MOST HIGHLY COMPENSATED MANAGEMENT OFFICERS
PROCESS USED IN DETERMINING THE REMUNERATION OF THE CEO AND FOUR (4) MOST HIGHLY COMPENSATED MANAGEMENT OFFICERS
|Process||CEO||Top 4 Highest Paid Management Officers|
|(1) Fixed remuneration||Approved by the Board of Directors upon the recommendation of the Compensation Committee of the Board.||Approved by the Board of Directors upon the recommendation of the Compensation Committee of the Board and the Chairman of the Board|
|(2) Variable remuneration||The Company adopts a performance-based variable pay program aligned with business strategy. It is determined by the Compensation Committee of the Board and duly approved by the Board of Directors.||The Company adopts a performance-based variable pay program aligned with business strategy. The Performance Bonus Pie is approved by the Compensation Committee of the Board. Individual amount is approved by the Chairman and CEO and the President and COO.|
|(3) Per diem allowance||In the conduct of business abroad, per diem allowance is provided to reimburse miscellaneous expenses like airport fees, travel tax, taxi fare, laundry and phone allowance|
|(4) Bonus||Same with variable remuneration||Same with variable remuneration|
|(5) Stock Options and other financial instruments||grantees, the size of the grant, the offer price and the discount. The grant is approved by the Board of Directors upon the recommendation of the Compensation Committee of the Board.|
|(6) Others (specify)||N.A||N.A|
REMUNERATION OF MANAGEMENT
Remuneration received of the top five (5) members of management who are not at the same time executive directors during the financial year:
|Name of Officer/Position||Total Remuneration|
|Paolo Maximo F. Borromeo||P166M|
|John Eric T. Francia|
|Solomon M. Hermosura|
|Jose Teodoro K. Limcaoco|
|John Philip S. Orbeta|
II. REMUNERATION OF EXECUTIVE AND NON-EXECUTIVE DIRECTORS
COMPANY POLICY ON REMUNERATION AND STRUCTURE OF COMPENSATION PACKAGE OF THE EXECUTIVE AND NON-EXECUTIVE DIRECTORS
|Remuneration Policy||Structure of Compensation Packages||How Compensation is Calculated|
Directors who hold executive or management positions do not receive directors’ fees.
Each director shall be entitled to receive from the Corporation, pursuant to a resolution of the Board of directors, fees and other compensation for his services as director. 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 Remuneration 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.
Fixed and variable compensation, stock options and other benefits (for the executive position).
Based on the role, responsibility, performance of the company and the individual, contribution to the organization, and market. 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. 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.
Retainer fee: P3,000,000;
Board meeting fee per meeting attended: P200,000;
Committee meeting fee per meeting attended: P100,000;
At its Annual Stockholders’ Meeting on April 18, 2011, the stockholders of the Corporation approved the increase in the compensation of the non-executive directors of the Company. On the same meeting, the stockholders granted the sole authority to determine the amount, form and structure of the fees and other compensation of the directors to the Board of Directors.
In the exercise of the delegated power and authority, the Board of Directors, at its meeting on April 21, 2017, approved the new directors’ fees, as follows:
|Remuneration Scheme||Date of Stockholders’ Approval|
|Retainer Fee: P3 Million annually||April 21, 2017|
|Board Meeting Fee: P200,000 for every meeting attended||April 21, 2017|
|Committee Meeting: P100,000 for every meeting attended||April 21, 2017|
The rationale for such increase in compensation is to recognize the invaluable services rendered by the directors of the Corporation in successfully governing the business of the Corporation.
AGGREGATE REMUNERATION OF THE DIRECTORS DURING THE MOST RECENT YEAR
|Remuneration Item||Executive Directors||Non-Executive Directors (other than independent directors)||Independent Directors|
|(a) Fixed Remuneration||The Executive Directors do not receive remuneration as directors.||P6,000,000.00||P9,000,000.00|
|(b) Variable Remuneration||none||none|
|(c) Per diem Allowance||P5,200,000.00||P7,250,000.00|
|(e) Stock Options and/or other financial instruments||none||none|
|(f) Others (Specify)||none||none|
|Total||P 11,200,000.00||P 16,250,000.00|
|Other Benefits||Executive Directors||Non-Executive Directors (other than independent directors)||Independent Directors|
|(a) Advances||The Executive Directors do not receive remuneration as directors.||none||none|
|(b) Credit granted||none||none|
|(c) Pension Plan/s Contributions||none||none|
|(d) Pension Plans, Obligations incurred||none||none|
|(e) Life Insurance Premium||none||none|
|(f) Hospitalization Plan||none||none|
|(g) Car Plan||none||none|
|(h) Others (Specify)||none||none|
STOCK RIGHTS, OPTIONS AND WARRANTS GRANTED TO THE DIRECTORS
Number of Direct Option/Rights/ Warrants
|Number of Indirect Option/Rights/ Warrants||Number of Equivalent Shares||Total % from Capital Stock|
|Delfin L. Lazaro*||3,060||None||3,060||0.0005%|
|Fernando Zobel de Ayala||27,633||None||27,633||0.0045%|
*Grants given during his employment in the Company.
No rights and warrants were given to directors with their position as director of the company. Non-executive and Independent Directors do not receive any compensation as director other than the retainer fee and per diem as set forth above.
AMENDMENT OF INCENTIVE PROGRAMS
|Incentive Program||Amendments||Date of Stockholders’ Approval|