Board Meetings and Attendance
Governance > Annual Corporate Governance Report > Board Meetings and Attendance
1) Are Board of Directors’ meetings scheduled before or at the beginning of the year?
Yes. At the beginning of the year, the Office of the Corporate Secretary sends to the directors, though email, the schedule of board meetings for the year as follows:
January 19, 2017
March 10, 2017
April 21, 2017 (Organizational Board Meeting)
The members of the Board of Directors, upon their election on the April 21, 2017 Annual Stockholders’ Meeting, set the dates of the Board meetings for the ensuing year 2017 to 2018, as follows:
June 22, 2017
September 13, 2017
December 1, 2017
January 19, 2018
March 9, 2018
2) Attendance of Directors
|Board||Name||Date of Election||No. of Meetings Held during the year*||No. of Meetings Attended*||%|
|Chairman||Jaime Augusto Zobel de Ayala||April 21, 2017||7||7||100%|
|Member||Fernando Zobel de Ayala||April 21, 2017||7||7||100%|
|Member||Delfin L. Lazaro||April 21, 2017||7||7||100%|
|Member||Yoshio Amano**||April 21, 2017||3||3||100%|
|Independent||Xavier P. Loinaz||April 21, 2017||7||7||100%|
|Independent||Ramon R. Del Rosario, Jr.||April 21, 2017||7||7||100%|
|Independent||Antonio Jose U. Periquet||April 21, 2017||7||7||100%|
|Member||Keiichi Matsunaga||April 21, 2017||4||4||100%|
*Meetings in 2016 and during the incumbency of the director.
**Replaced by Mr. Keiichi Matsunaga on April 21, 2017.
3) Do non-executive directors have a separate meeting during the year without the presence of any executive? If yes, how many times?
Yes. The Non-Executive and Independent Directors of the Company held a meeting without the presence of any Executive on April 21, 2017.
4) Is the minimum quorum requirement for Board decisions set at two-thirds of board members? Please explain.
Yes. Two-thirds (2/3) of the number of directors as fixed in the articles of incorporation constitute a quorum for the transaction of corporate business.
5) Access to Information
a.) How many days in advance are board papers5 for board of directors meetings provided to the board?
The board materials for the board of directors’ meetings are being distributed to the directors at least five business days before the meeting.
b.) Do board members have independent access to Management and the Corporate Secretary?
Yes, board members are free to contact the General Counsel 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
(c) State the policy of the role of the company secretary. Does such role include assisting the Chairman in preparing the board agenda, facilitating training of directors, keeping directors updated regarding any relevant statutory and regulatory changes, etc?
The Corporate Secretary of the Corporation has the following functions:
(a) Serve as an adviser to the directors on their responsibilities and obligations;
(b) Keep the minutes of meetings of the stockholders, the Board of Directors, the Executive Committee, and all other committees in a book or books kept for that purpose, and shall furnish copies thereof to the Chairman, the President and other members of the Board as appropriate;
(c) Keep in safe custody the seal of the Corporation and affix it to any instrument requiring the same;
(d) Have charge of the stock certificate book and such other books and papers as the Board may direct;
(e) Attend to the giving and serving of notices of Board and shareholder meetings;
(f) Be fully informed and be part of the scheduling process of other activities of the Board;
(g) Prepare an annual schedule of board meetings and the regular agendas of meetings, and put the Board on notice of such agenda at every meeting;
(h) Oversee the adequate flow of information to the Board prior to meetings;
(i) Ensure fulfillment of disclosure requirements of the Securities and Exchange Commission and the Philippine Stock Exchange.
Yes, the role of the Corporate Secretary includes assisting the Chairman in preparing the board agenda, facilitating training of directors, keeping directors updated regarding any relevant statutory and regulatory changes, etc.
(d) Is the company secretary trained in legal, accountancy or company secretarial practices? Please explain should
the answer be in the negative.
Yes. The Corporate Secretary possesses organizational and interpersonal skills, and the legal skills of a chief
legal officer. He also has financial and accounting knowledge.
(e) Committee Procedures
Disclose whether there is a procedure that Directors can avail of to enable them to get information necessary
to be able to prepare in advance for the meetings of different committees:
Yes [ X ] No [ ]
|Committee||Details of the procedures|
1. The Office of the Corporate Secretary sends the board materials at least five business days before the scheduled meeting.
2. The board materials provide supporting information for matters for approval of the directors during the meeting.
3. The Company meets with the independent directors, nonexecutive directors and executive directors, individually or in groups, as may be necessary for management to keep the directors informed and to seek guidance.
Risk Management and Related Party Transactions
|Inspectors of Proxies and Ballots|
6) External Advice
Indicate whether or not a procedure exists whereby directors can receive external advice and, if so, provide details:
The General Counsel and Corporate Secretary of the Company attends to the directors’ concerns. When necessary, the General Counsel and Corporate Secretary may recommend to the directors to seek for an advice from third parties.
7) Change/s in existing policies
Indicate, if applicable, any change/s introduced by the Board of Directors (during its most recent term) on existing policies that may have an effect on the business of the company and the reason/s for the change: