Meetings And Attendance

Governance  > Board Matters > Meetings And Attendance

The Board meets at least six times every year. Board materials are made available to the directors at least five working days in advance of the scheduled meeting. 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 2018 was 95%.

The directors are encouraged to attend all meetings, either in person or via teleconferencing facility. The Corporate Secretary provides dial-in numbers to the directors who wish to join the meetings via teleconferencing facility.

The meetings of the board of directors are scheduled at the beginning of the year. The non-executive and independent directors met on April 21, 2017 without the presence of any of the executive directors and/or management, except for the Compliance Officer and Corporate Secretary. On March 9, 2018, non-executive and independent directors of the Company had a meeting where the Compliance Officer and Corporate Secretary and the Chief Audit Executive were present. 

In 2018,  the Board and each of its committees reported the following attendance in their respective meetings:

Board Meeting
Office Name of Director Date of Election No. of Meetings Held/Attendance* %
Chairman (ED) Jaime Augusto Zobel de Ayala April 20, 2018 6/6 100%
Member (ED) Fernando Zobel de Ayala April 20, 2018 5/6 83%
Member (NED) Delfin L. Lazaro April 20, 2018 6/6 100%
Member (Lead ID) Xavier P. Loinaz April 20, 2018 6/6 100%
Member (ID) Antonio Jose U. Periquet April 20, 2018 6/6 100%
Member (ID) Ramon R. del Rosario, Jr. April 20, 2018 5/6 83%
Member (NED) Keiichi Matsunaga** April 20, 2018 6/6 100%

*In 2018 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 Executive Committe deliberated on and passed resolutions vis-a-vis the following matters, which the Board of Directors has ratified in 2018. 

1. Participation in the Stock Rights Offering of the Bank of the Philippine Islands;

2. Additional Capital Allocation to AC Industrials;

3. Availment of a Term Loan Facility from Metropolitan Bank and Trust Company;

4. Amendment of the terms of the Term Loan Facility with Bank of Tokyo - Mitsubishi UFJ;

5. Amendment of the terms of the Revolving Credit Facility with Sumitomo Mitsui Banking Corporation/Mizuho Bank, Ltd.;

6. Issuance of Common Shares to CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC;

7. Execution of Lease Agreement with Pilipinas Shell Petroleum Corporation;

8. Filing of Petition for the Periodic Toll Rate Adjustment of the Muntinlupa-Cavite Expressway;

9. Merger of AC Education, Inc. and iPeople, inc,;

10. Appointment of New Treasurer;

11. MCX Payment-in-Kind Lease Agreements; and 

12. Additional Capital Allocation to AC Infrastructure Holdings Corporation

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 2018 and during the incumbency of the directors. 

The following were the work done and issues addressed by the Audit Committee and ratified by the Board of Directors in 2018 : 

1. Reviewed the 2017 audited consolidated and parent financial statements and endorsed the same for Board approval;

2. Reviewed the 2017 Audit and Non-Audit Fees paid to Sycip Gorres & Velayo (SGV) for inclusion in the Annual Report;

3. Reviewed the performance of SGV as external auditor of the Corporation, and recommended its re-engagement for 2018 for a fee of PhP6 Million, inclusive of value-added-tax;

4. Reviewed the Attestation of Internal Control and Compliance System;

5. Approved the Report to the Board for the year 2017 and recommended its inclusion in the Annual Report;

6. Discussed the Committee’s performance self-assessment results;

7. Reviewed and approved the first quarter 2018 (1Q 2018) financial statements for the Parent Company and on a consolidated basis together with Management’s Discussion of the Results of Operation;

8. Reviewed and approved the group financial statements and related fees of SGV and PWC for the conduct of mid-year review of the group financial statements;

9. Reviewed and approved the whistleblower channel outsourcing and related fee of Punongbayan & Araullo (P&A Grant Thornton);

10. Reviewed SGV's 2017 management letter comments;

11. Reviewed the on-going works of Internal Audit endorsed to the Board for approval the 1Q 2018 consolidated financial statements of the Corporation and the above-mentioned audit engagements and fees of SGV and PWC;

12. Reviewed and approved the first half 2018 (1H 2018) financial statements of Corporation;

13. Reviewed and approved the 2018 audit plan of SGV;

14. Reviewed the on-going work of the Ayala Group Internal Audit;

15. Reviewed and approved the third quarter 2018 financial statements of the Corporation;

16. Reviewed and approved the 2019 calendar of activities of the Committee; and

17. Reviewed and approved the 2019 internal audit work plan.

The Audit Committee had an executive session with SGV on November 9, 2017. 

Corporate Governance and Nomination Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Ramon R. del Rosario, Jr April 18, 2011 2/2 100%
Member Antonio Jose U. Periquet April 20, 2012 2/2 100%
Member Xavier P. Loinaz April 15, 2016 2/2 100%

*In 2018 and during the incumbency of the directors.

The following were the work done and issues addressed by the Corporate Governance and Nomination Committee and ratified by the Board of Directors in 2018: 

1. Reviewed the qualifications of all persons nominated to positions requiring appointment by the Board;

2. Approved the final list of nominees for directors for election at the 2018 annual stockholders’ meeting after ensuring that all nominees to the Board have met all the qualifications and none of the disqualifications as set forth in the Corporation’s By-Laws, Revised Manual of Corporate Governance and the rules of the SEC; and 

3. Reviewed the qualifications of the new Treasurer and recommended his appointment for approval by the Board.

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 2018 and during the incumbency of the directors.  

The following were the resolutions approved by the Personnel and Compensation Committee and ratified by the Board of Directors in the 2018:

1. Approved the 2017 performance bonus and merit increase of the employees of the Corporation;

2. Approved the 2018 Employee Stock Ownership Plan (ESOWN);

3. Approved the 2017 Performance Bonus for the Chief Executive Officer and Chief Operating Officer; and

4. Approved the 2018 Salary Adjustment for the Chief Executive Officer and Chief Operating Officer.

Finance Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Delfin L. Lazaro April 16, 2010 6/7 86%
Member Antonio Jose U. Periquet April 18, 2011 7/7 100%
Member Jaime Augusto Zobel de Ayala May 29, 2011 7/7 100%
Member Fernando Zobel de Ayala April 15, 2016 5/7 71%

*In 2018 and during the incumbency of the directors. 

The following matters were discussed, deliberated on and approved by the Finance Committee and ratified by the Board of Directors in 2018: 

1. Renewal of two (2) Term Loan Facilities with the Bank of the Philippine Islands;

2. Increase of the Amount of Term Loan Facility with Union Bank of the Philippines;

3. Re-characterization of the PhP3.3 Billion capital allocation to AC Education as unrestricted and the additional capital allocation to AC Industrials of up to PhP2.1 Billion for additional investments;

4. Re-allocation of the unutilized funds for the Stock Rights Offering to the General Investment Fund;

5. Additional PhP 12 Billion Capital Allocation to Ayala Healthcare Holdings, Inc.; and

6. Additional Capital Allocation to AC Infrastructure Holdings Corp.

In 2018, the Committee conducted a portfolio review of the Corporation, its affiliates and associates. It also discussed the options for the Corporation's maturing bonds and its confidential credit rating. 

Risk Management and Related Party Transactions Committee Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Antonio Jose U. Periquet September 1, 2014 4/4 100%
Member Ramon R. del Rosario, Jr. September 1, 2014 4/4 100%
Member Keiichi Matsunaga** April 21, 2017 4/4 100%

*In 2018 and during the incumbency of the directors.

The following were the resolutions approved by the Risk Management and Related Party Transactions Committee and ratified by the Board of Directors in 2018:                              

1. Proposed one change to the Related Party Transaction Policy which is to exclude transfer of resources between wholly-owned subsidiaries of an ultimate common parent company as well as between a wholly-owned subsidiary and its parent company;

2. Reviewed the risks identified by the managers of the business units;

3. Discussed the results of its annual performance self-assessment.;

4. Approved the sale of San Antonio Inner Wheel Lot to Ayala Land, Inc.;

5. Discussed (i) Risk Mitigation Plans for Political and Regulatory Risks, (ii) Risk Maturity Assessment Results, (iii) Group Insurance Optimization, (iv) Identification of the Top Risks of the Corporation and the Group, and (v) Annual Risk Assessment Results;

6. Approved the 25-year lease of approximately 1,690 square meter lot along Quezon Avenue by AC Industrial Technology Holdings, Inc. from Quezon Avenue Holdings, a company owned by one of the Corporation’s directors;

7. Approved the rendition of ATM Management Services to Bank of the Philippine Islands by the joint venture company of Euronet Worldwide, Inc. and AC Infrastructure Holdings Corporation (AC Infra); and

8. Approved AC Infra’s lease of a 16,000 square meter-portion of the MCX Rotunda from the Corporation and lease by AC Infra of the e-commerce center facility to be constructed thereon to Zalora Philippines and Entrego.

Committee of Inspectors of Proxies and Ballots Meeting
Office Name of Director Date of Appointment Attendance* %
Chairman Solomon M. Hermosura April 16, 201 2/2 100%
Member Catherine H. Ang April 11, 2014 2/2 100%
Member Josephine G. de Asis April 19, 2013 2/2 100%

*In 2018 and during the incumbency of the directors. 

The following are the work done by the Committee and ratified by the Board of Directors in 2018: 

1. Validated and tabulated the proxy votes received for the 2018 Annual Stockholders’ Meeting; and

2. Tabulated the stockholders’ votes for items taken up during the 2018 Annual Stockholders Meeting.

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