CORPORATE GOVERNANCE REPORT 2007


BOARD STRUCTURE AND PROCESS

Key Role and Responsibilities
Ayala Corporation is led by the Board of Directors. Its primary role is to represent the shareholders to whom it is accountable for creating and delivering value through the effective governance of the business. It is the highest authority in matters of governance and in managing the business of the company. The Board establishes the vision, strategic objectives, key policies, and procedures for the management of the Company, as well as the mechanism for monitoring and evaluating Management’s performance. The Board also ensures the presence and adequacy of internal control mechanisms for good governance.

Composition
The Board consists of seven members who are each elected by stockholders entitled to vote at the annual meeting. The Board members hold office for one year and until their successors are elected and qualified in accordance with the By-laws of the Company.


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