Board Matters

Composition Appointment Committees and Charters Meetings And Attendance Remuneration Continuing Education and Training Annual Performance Assessment

Composition

Board Matters > Composition

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The Board of Directors of Ayala is composed of seven (7) directors who are elected annually at the Company’s stockholders’ meeting. At the annual stockholders’ meeting on April 24, 2020, the following were elected to the Board:

Director	If nominee, identify the principal	Nominator in the last election (if ID, state the relationship with the nominator)	Date first elected	No. of years served as director
Jaime Augusto Zobel de Ayala Executive Director	Mermac, Inc.	Nina Jacinto Aquino	May 1987	33
Fernando Zobel de Ayala Executive Director	Mermac, Inc.	Nina Jacinto Aquino	May 1994	26
Delfin L. Lazaro Non-Executive Director	N.A.	Nina Jacinto Aquino	January 2007	13
Keiichi Matsunaga Non-Executive Director	Mitsubishi Corporation (MC)	Nina Jacinto Aquino	April 2017	3
Xavier P. Loinaz Lead Independent Director*	N.A.	Nina Jacinto Aquino (no relation to Mr. Loinaz)	April 2009 (Served as ID for 9 years from April 2012)	11
Antonio Jose U. Periquet** Independent Director	N.A.	Nina Jacinto Aquino (no relation to Mr. Periquet)	September 2010 (Served as ID for 8 years from April 2012)	10
Rizalina G. Mantaring Independent Director	N.A.	Nina Jacinto Aquino (no relation to Ms. Mantaring)	April 2020	–

*Lead Independent Director from April 2017 to December 3, 2020.

**Lead Independent Director since December 3, 2020.

On December 3, 2020, our Board of Directors accepted the resignation of Mr. Xavier P. Loinaz from the Board due to health reasons. Upon the endorsement of our Corporate Governance and Nomination Committee, the remaining members of our Board, still constituting a quorum, elected Mr. Cezar P. Consing as director of the Corporation to serve the unexpired term of Mr. Loinaz.

The Chairman of the Board is Jaime Augusto Zobel de Ayala, who assumed the position in 2006. Fernando Zobel de Ayala has held the position of Co-Vice Chairman since 1994 and sole Vice Chairman since 2006. The profiles of each board director may be viewed here- http://www.ayala.com.ph/board-directors

The independent directors have no interest or relationship with the company that may hinder their independence from the company, Management or shareholders which could materially interfere with their exercise of independent judgment in carrying out their responsibilities as directors.

Independent Directors

Messrs. Loinaz and Periquet and Ms. Mantaring our independent directors. They have no interest or relationship with the company that may hinder their independence from the company, Management or shareholders which could materially interfere with their exercise of independent judgment in carrying out their responsibilities as directors. None of them have served the company for more than nine years, reckoning from 2012, in compliance with SEC Memorandum Circular No. 19, series of 2016.

The definition of Independent Director may be found in our Manual of Corporate Governance (https://ayala.com.ph/sites/default/files/AC%20Revised%20CG%20Manual%20as%20of%20March%2012%2C%202020.pdf).

A Lead Independent Director shall be appointed if the Chairman of the Board is not independent from Management, such as when the positions of the Chairman of the Board and the CEO are held by one person. Since 2017, Mr. Loinaz has served as our Lead Independent Director. He has the following functions:

intermediate between the Chairman of the Board and other Directors, if and when needed;
convene and chair the periodic meetings of the Non-Executive Directors with the external auditor and heads of internal audit, compliance, and risk, as may be needed; and
contribute to the performance evaluation of the Chairman of the Board.

Independent Directors can serve for a cumulative term of nine (9) years reckoning from 2012. After which, the independent director shall be perpetually barred from being re-election as such in the Corporation, without prejudice to being elected as a non-Independent Director in the Corporation and as an Independent Director in other companies outside of the business conglomerate, where applicable, under the same conditions provided for in the rules and regulations of the SEC. In case the Corporation wants to retain an Independent Director who has already served for nine (9) years, the Board should provide meritorious justifications and seek shareholders’ approval during the annual shareholders’ meeting.

Board Diversity, Directorship Limit, Director Term, and Retirement Age

Diversity

We are committed to having our Board comprised of qualified and dedicated Directors with a diverse mix of expertise, experience, skills, and backgrounds. Diversity includes business experience, age, genter, and ethnicity. With respect ot gender, the Board shall be composed of at least 30% female directors or at least two (2) female directors, whichever is lower, by 2025.

In 2020, the Corporation has already elected one female independent director, Ms. Rizalina G. Mantaring. With this, the female composition of AC Board is presently at 14.29%.

Directorship Limit

To ensure that our Directors devote adequate time and attention to their duties, we encourage our Independent Directors and Non-Executive Directors to hold no more than five (5) board seats in publicly listed companies (PLCs), and our Executive Directors to hold no more than two (2) board seats in PLCs outside our group. These limits may be waived by the Board at its discretion provided the interests of our stockholders and stakeholders are not prejudiced. The Board may also allow Executive Directors to hold directorships that are necessary or desirable in the pursuit of the Corporation’s business

Director Term

Directors shall hold office for one year and until their successors are elected and qualified in accordance with the By-Laws.

Retirement Age

No person eighty (80) years of age or older shall be eligible for election,re-election,appointment or reappointment as a member of the Board.

Chairman of Board/CEO and President/COO

Messrs. Jaime Augusto Zobel de Ayala and Fernando Zobel de Ayala are our Chairman and CEO and President and COO, respectively.

Roles, Accountabilities and Deliverables

	Chairman of the Board	Chief Executive Officer	President/CEO
Roles, Accountabilities, and Deliverables	Schedule meetings to enable the Board to perform its duties responsibly while not interfering with the flow of the Corporation’s operations; Prepare the meeting agenda; Exercise control over quality, quantity and timeliness of the flow of information between Management and the Board; and Assist in ensuring compliance with the Corporation’s guidelines on corporate governance.	Have general supervision of the business, affairs, and property of the Corporation, and over its employees and officers; See that all orders and resolutions of the Board of Directors are carried into effect; Submit to the Board as soon as possible after the close of each fiscal year, and to the stockholders at the annual meeting, a complete report of the operations of the Corporation for the preceding year, and the state of its affairs; and Report to the Board from time to time all matters within its knowledge which the interest of the Corporation may require to be brought to their notice.	Has general supervision of the business, affairs, and property of the Corporation, and over its employees and officers; See that all orders and resolutions of the Board of Directors are carried into effect; Submit to the Board as soon as possible after the close of each fiscal year, and to the stockholders at the annual meeting, a complete report of the operations of the Corporation for the preceding year, and the state of its affairs; and Report to the Board from time to time all matters within its knowledge which the interest of the Corporation may require to be brought to their notice.

Among the check and balances laid down to ensure that the Board gets the benefit of independent views are:

the powers and resposibilities of the Chairman and of the CEO are specified and separate in the By-laws;
only two of the seven directors are executive directors and the powers and responsibilities of directors are clearly delineated from the powers and responsibilities of management; and
three of the seven directors are independent directors.

Appointment

Board Matters > Appointment

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A stockholder of the Company may nominate members of the Board of Directors. The Corporate Governance and Nomination Committee evaluates the nominees and approves a list of nominees eligible to be elected as members of the Board and may make use of professional search firms and other external sources of candidates.

A director of the Company shall have the following qualifications:

Ownership of at least one (1) share of the capital stock of the Corporation standing in his name in the books of the Corporation;
College degree or its equivalent or adequate competence and understanding of the fundamentals of doing business or sufficient experience and competence in managing a business to substitute for such formal education;
Relevant qualifications, such as previous business experience, membership in good standing in relevant industry and membership in business or professional organizations;
Integrity, probity, diligence and assiduousness in the performance of duties;
Directorships in other companies, taking into account the following factors:
- (i) directorships in other companies, taking into account the following factors:
- (ii) the number of directorships in other companies;
- (iii) any possible conflict of interest; and
- (iv) the age of the director;
for independent directors, beneficial equity ownership in the Corporation or in its related companies, which must not exceed two percent (2%), and
the term limit set for independent directors under applicable laws, rules and regulations.

Directors shall hold office for a term of one (1) year, more or less, immediately upon their election and until their successors shall have been elected and qualified in accordance with the Company By-Laws and applicable rules. In case any vacancy or vacancies should occur on the Board of Directors other than removal or expiration of term, due to death, resignation or other causes, the remaining Directors, if still consisting a quorum, may fill said vacancies by election from among the stockholders and the stockholders so elected shall act as members of said Board only for the unexpired term of the previous director.

Orientation

Prior to assuming office, all new Directors shall undergo at the mininum an orientation program on the Corporation’s business and corporate structure, its vision, mission and corporate strategy, the By-laws and Manual of Corporate Governance, and other relevant matters essential for the effective performance of their duties and responsibilities.

The Corporate Secretary briefs each new director of the By-laws and Manual of Corporate Governance, the schedule of regular meetings of the Board and Board committees, their rights, including access to information and advice, and the procedure and processes for the provision of information to them.

The Office of Corporate Strategy and Chief Finance Officer also give each new director a briefing of existing and planned investments, current strategic directions, budgets and internal controls and processes.

Ms. Rizalina G. Mantaring, being a newly elected director of the Company had her orientation programs on April 30, 2020 for Audit Committee related matters.

Re-Appointment/Removal/Re-Instatement/Suspension

RE-APPOINTMENT

A stockholder of the Company may submit in writing to the Corporate Governance and Nomination Committee his or her nominees to the Board of Directors at least 30 business days before the date of the regular meeting. The Corporate Governance and Nomination Committee evaluates the nominees and comes up with list of nominees eligible to be elected as members of the Board.

REMOVAL

A director may be removed with or without cause with the affirmative vote of shareholders owning 2/3 of outstanding capital stock. However, a director may not be removed without cause if it will deny minority shareholders representation in the Board.

RE-INSTATEMENT

A temporarily disqualified director shall, within 60 business days from such disqualification, take the appropriate action to remedy or correct the disqualification.

If the beneficial security ownership of an independent director in the Corporation or in its related companies exceeds 2%, the Corporation shall cease to consider him as an independent director until his beneficial security ownership is reduced to 2% or lower.

SUSPENSION

After due notice and hearing, a director who violates the Manual of Corporate Governance will be subjected to the penalties as set forth in the said Manual.

Permanent and Temporary Disqualification

PERMANENT DISQUALIFICATION

The following persons are disqualified from being a director of the Corporation:

Any person who has been finally convicted by a competent judicial or administrative body of any crime involving the purchase or sale securities, arising out of the person’s conduct as an underwriter, broker, dealer, and arising out of his relationship with a bank, quasi-bank and investment house.
Any person finally convicted judicially of an offense involving moral turpitude or fraudulent acts or transgressions;
Any person finally found by the SEC or a court or other administrative body to have willfully violated or willfully aided any provision of the Securities Regulation Code;
Any person judicially declared to be insolvent;
Any person finally found guilty by a foreign court or equivalent financial regulatory authority of acts, violation or misconduct listed above;
Any person convicted by final and executory judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code, committed within five (5) years prior to the date of his election of appointment; and
Any person engaged in any business which competes with or is antagonistic to that of the Corporation.

TEMPORARY DISQUALIFICATION

The temporary disqualification of the director requires a resolution of a majority of the Board.

The following persons are disqualified from being a director of the Corporation:

Refusal to fully disclose the extent of his business interest as required under the Securities Regulation Code and Implementing Rules and Regulations.
Absence or non-participation for whatever reason/s other than illness, death of immediate family or serious accident in more than fifty percent of all board meetings during his incumbency, or any twelve-month period during his incumbency.
Dismissal or termination from directorship in another listed corporation;
Being under preventive suspension by the Corporation for any reason;
Conviction that has not yet become final referred to in the grounds for disqualification of directors.

Committees and Charters

Board Matters > Committees and Charters

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The Board has established committees to assist in exercising its authority in monitoring the performance of the company. The committees provide organized and focused means for the directors to achieve specific goals and address issues, including those related to governance.

At its organizational meeting held immediately after the stockholders’ meeting on April 24, 2020, the Board of Directors considered and approved the election of Chairpersons and Members of the Board Committees.

Executive Committee

Jaime Augusto Zobel de Ayala

Executive Director

Chairman

Fernando Zobel de Ayala

Executive Director

Member

Keiichi Matsunaga

Non-Executive Director

Member

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Audit Committee

Rizalina G. Mantaring

Independent Director

Chairman

Antonio Jose U. Periquet

Lead Independent Director

Member

Keiichi Matsunaga

Non-Executive Director

Member

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Risk Management and Related Party Transactions Committee

Antonio Jose U. Periquet

Lead Independent Director

Chairman

Rizalina G. Mantaring

Independent Director

Member

Keiichi Matsunaga

Non-Executive Director

Member

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Corporate Governance and Nomination Committee

Antonio Jose U. Periquet

Lead Independent Director

Chairman

Rizalina G. Mantaring

Independent Director

Member

Keiichi Matsunaga

Non-Executive Director

Member

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Personnel and Compensation Committee

Rizalina G. Mantaring

Independent Director

Chairman

Delfin L. Lazaro

Non-Executive Director

Member

Keiichi Matsunaga

Non-Executive Director

Member

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Finance Committee

Delfin L. Lazaro Non-Executive Director	Chairman
Antonio Jose U. Periquet Lead Independent Director	Member
Jaime Augusto Zobel de Ayala Executive Director	Member
Fernando Zobel de Ayala Executive Director	Member
Cezar P. Consing Executive Director	Member

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Meetings And Attendance

Board Matters > Meetings And Attendance

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The Board meets at least six times every year. 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 2019 was 98%.

The directors are encouraged to attend all meetings, either in person or via video or teleconferencing facility. The Corporate Secretary provides dial-in numbers to the directors who wish to join the meetings via video or teleconferencing facility. Two-thirds (2/3) of the number of Directors as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business.

At the beginning of the year, the Office of the Corporate Secretary sends to the directors through email the schedule of the board meetings for the year as follows:

January 16, 2020

March 12, 2020

April 24, 2020

The members of the Board of the Directors, upon their election on the April 24, 2020, set the dates of their meetings during their term. For the rest of the year, the meetings of the Board will be held on the following dates:

June 16, 2020

September 22, 2020

December 3, 2020

NON-EXECUTIVE DIRECTORS (NED’s) MEETINGS

Periodic meetings are held by the NEDs and IDs without the presence of executive directors. In 2019, the NEDs and IDs had a meeting held on July 16, 2019 chaired by the Lead Independent Director, Xavier P. Loinaz. The Chief Finance Officer was invited as a resource person. Discussions centered on how the Code of Conduct and Ethics is being implemented and how compliance with it is being monitored, whistleblower reports involving certain companies within the group, the performance of the Chief Executive Officer and the need to periodically review the succession plans of the operating subsidiaries.

ACCESS TO INFORMATION

Board materials are made available to the directors at least five working days in advance of the scheduled meeting.

The board members are free to contact the Chief Legal Officer 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.

The Chief Legal Officer and Corporate Secretary of the Company attends to the directors’ concerns. When necessary, the Chief Legal Officer and Corporate Secretary may recommend to the directors to seek for an advice from third parties.

In 2019, the Board and each of its committees reported the following attendance in their respective meetings:

Board Meeting

Office	Name of Director	No. of Meetings Held/Attendance*	%
Chairman (ED)	Jaime Augusto Zobel de Ayala	7/7	100%
Member (ED)	Fernando Zobel de Ayala	7/7	100%
Member (NED)	Delfin L. Lazaro	7/7	100%
Member (Lead ID)	Xavier P. Loinaz	7/7	100%
Member (ID)	Antonio Jose U. Periquet	7/7	100%
Member (ID)	Ramon R. del Rosario, Jr.	7/7	100%
Member (NED)	Keiichi Matsunaga	6/7	86%

*In 2019 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 actions taken and resolutions passed by the Executive Committee in 2019 are found in the Report of the Executive Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

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 2019 and during the incumbency of the directors.

The actions taken and matters deliberated and approved by the Audit Committee in 2019 are found in the Report of the Audit Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

Corporate Governance and Nomination Committee Meeting

Office	Name of Director	Date of Appointment	Attendance*	%
Chairman	Ramon R. del Rosario, Jr	April 18, 2011	4/4	100%
Member	Antonio Jose U. Periquet	April 20, 2012	4/4	100%
Member	Xavier P. Loinaz	April 15, 2016	4/4	100%

*In 2019 and during the incumbency of the directors.

The actions taken and matters deliberated and approved by the Corporate Governance and Nomination Committee in 2019 are found in the Report of the Corporate Governance and Nomination Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

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 2019 and during the incumbency of the directors.

The actions taken and matters deliberated and approved by the Personnel and Compensation Committee in 2019 are found in the Report of the Personnel and Compensation Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

Finance Committee Meeting

Office	Name of Director	Date of Appointment	Attendance*	%
Chairman	Delfin L. Lazaro	April 16, 2010	8/8	100%
Member	Antonio Jose U. Periquet	April 18, 2011	8/8	100%
Member	Jaime Augusto Zobel de Ayala	May 29, 2011	8/8	100%
Member	Fernando Zobel de Ayala	April 15, 2016	8/8	100%

*In 2019 and during the incumbency of the directors.

The actions taken and matters deliberated and approved by the Finance Committee in 2019 are found in the Report of the Finance Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

Risk Management and Related Party Transactions Committee Meeting

Office	Name of Director	Date of Appointment	Attendance*	%
Chairman	Antonio Jose U. Periquet	September 1, 2014	7/7	100%
Member	Ramon R. del Rosario, Jr.	September 1, 2014	6/7	86%
Member	Keiichi Matsunaga**	April 21, 2017	6/7	86%

*In 2019 and during the incumbency of the directors.

The actions taken and matters deliberated and approved by the Risk Management and Related Party Transactions Committee in 2019 are found in the Report of the Risk Management and Related Party Transactions Committee to the Board of Directors in the 2019 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

Remuneration

Board Matters > Remuneration

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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 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.

On April 21, 2017, upon the recommendation of the Committee, the Board approved a resolution fixing the current remuneration of non-executive directors. 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 2019

Total Compensation Received by the members of the Board of Directors in 2019:

Name of Directors	Total Payment
ANTONIO JOSE U. PERIQUET	6,400,000.00
KEIICHI MATSUNAGA	5,500,000.00
RAMON DEL ROSARIO, JR.	6,100,000.00
XAVIER P. LOINAZ	5,300,000.00
DELFIN L. LAZARO	5,500,000.00
TOTAL	28,800,000.00

Board Compensation in 2018

Total Compensation Received by the members of the Board of Directors in 2018:

Name of Directors	Total Payment
ANTONIO JOSE U. PERIQUET	5,700,000.00
KEIICHI MATSUNAGA	5,400,000.00
RAMON DEL ROSARIO, JR.	5,400,000.00
XAVIER P. LOINAZ	5,000,000.00
DELFIN L. LAZARO	5,200,000.00
TOTAL	26,700,000.00

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.

Continuing Education and Training

Board Matters > Continuing Education and Training

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Ayala recognizes the value of providing relevant trainings to its directors and has set aside an annual budget to allow them to attend continuing professional development programs, applicable courses, conferences and seminars.

It is the policy of the company that all directors attend at least a four-hour annual continuing training program on corporate governance. Also, all new directors must undergo at the minimum an eight-hour orientation program on the company’s business and structure, vision and mission, business strategy, Governance Codes and Policies, Articles, By-Laws, Corporate Governance Manual, Board and Committee Charters, SEC-mandated topics on governance matters and other subjects essential for the effective performance of their duties and responsibilities. Each year, the Chief Compliance Officer ensures all directors undergo the necessary trainings.

As a group-wide initiative, a Corporate Governance and Risk Management Summit has been held annually since 2014. The Summit serves as a venue for collaboration, promotes the importance of strengthening the company’s corporate governance structures, and acts as a continuing education program for the Board, CEOs, and senior management. In August 2017 and September 2018, the group held summits with the themes of “Right of Privacy and Obligation of Transparency” and “Into the Future”.

For 2019, the first ever Integrated Corporate Governance, Risk Management and Sustainability Summit with the theme “The Board’s Agenda: Sustainability Shapes Corporate Governance and Risk Management” was held in recognition of the interconnectedness of the three disciplines in ensuring responsible business growth and value creation. The Summit’s aim was to increase awareness that integrating sustainability in Ayala’s core strategies and governance framework allows for better identification, mitigation and management of risks and improvement of governance practices and procedures.

The directors of the Corporation, in their own capacity, may attend education programs, seminars, and roundtable discussions with any SEC-accredited service providers.

Consistent with the Guidelines in Conducting Performance Assessments, the Board conducts annual survey to evaluate the performance of the Board and its individual members, measure the effectiveness of the Company’s governance practices and identify areas for improvement, and adopt new methodologies to further strengthen the Company’s corporate governance standards

In-house training and external courses attended by the Directors and Management

In the past three years, directors and senior management of Ayala have attended several in-house training and external courses:

Ayala-LEAP (Ayala Leadership Acceleration Program)
EAGLE (Emerging Ayala Group Leaders Program)
The Leadership Circle (integrated within Ayala-LEAP and EAGLE)
LEAP Alumni Learning Series (presentations by visiting professors and practitioners in the fields of customer centricity, strategy, leadership, etc.)
Executive Coaching
Ayala Group Corporate Governance Summit
Corporate Governance and Risk Management for Banks
Corporate Governance Orientation Program by the Institute of Corporate Directors (ICD)
Strategic Negotiations Program on January 9 – 13, 2017
Financial Modeling and Valuation on March 13-14, 2017
Corporate Governance Seminar by SGV on February 27, 2017
Distinguished Corporate Governance Speaker Series on May 10, 2017 by the ICD
Risk Financing & Transfer Solutions on May 18, 2017 by Asia Risk Management Institute
Employee Benefits Asia on May 18-19, 2017, Singapore
Rapid Earthquake Damage Assessment System Training on June 5-10, 2017
Integrated Learning on Innovation on June 21-22, 2017 by IXL Center
HPE Philippines Executive Summit on July 5-7, 2017
Understanding Corporate University on July 7, 2017
Risk Based Auditing: A Value Add Proposition on July 21-22, 2017
IIA International Conference on July 23-26, 2017, Australia
Flexible Work Arrangements in PH on July 26, 2017 by PMAP
Corporate Governance Seminar by SGV on July 26, 2017
Level-Up Leadership on July 27-28, 2017 by Francis Kong
BCM5000 ISO 22301 BCMS Expert Implementer on July 31 – August 4, 2017, Singapore
Ayala Corporate Governance and Risk Management Summit on August 11, 2017
The Accidental Project Manager on August 11-12, 18-19, 2017
Moody’s Analytics Intro to Derivatives on August 16-17, 2017
Strategic Leadership Communication on August 30 – September 1, 2017
Aon Risk Symposium on September 4-6, 2017
Data Privacy Learning Session on September 5, 2017
Cultivating a Thriving Workforce in an Era of Disruption on September 21-22, 2017
UN Global Compact Leaders Summit on September 23-24, 2017, USA
Microsoft Envision: Digital Transformation on September 25-27, 2017
Corporate Governance Conference on September 26, 2017
Leadership for Social and Economic Renewal on September 29-30, 2017 by the Center of Asia Leadership
People Management Association of the Philippines Conference on October 11-12, 2017
Innovations in Library Tech, Communications Resources and Services on October 11-13, 2017
Advance Cash Flow Management and Working Capital Optimization on October 16-17, 207
Moody’s Advanced Financial Statement Analysis on October 16-18, 2017, Hong Kong
Adversity Quotient/GRIT Workshop on October 20, 2017
Formulating and Manualizing Policies and Procedures on October 23, 2017
Certificate in the Foundations of Organization Development on October 23-27, 2017
Risk LEADERS Masterclass on October 30 – November 1, 2017
Simplified Strategic Planning on November 2-3, 2017
Ayala HR Summit on November 7, 2017
Transformation in an Era of Disruption on November 9, 2017
Pan-Asia Risk and Insurance Management Association on November 14-15, 2017
Knowledge Management Asia Conference on November 15-16, Hong Kong
Advanced Certificate for Executive Personal Assistants on November 20-24, 2017, Singapore
Ayala Innovation Conference on November 22, 2017
SEC 2017 Annual Disclosure Seminar on November 27, 2017
Corporate Governance Seminar by SGV on December 6, 2017
Conference on Intellectual Capital and Knowledge Management on December 7-8, 2017, Hong Kong
Treasury Operations Certificate Program on December 7-9, 14-16, 2017
Distinguished Corporate Governance Speaker Series on February 13, 2018 by the ICD
Corporate Governance Seminar by SGV on August 15, 2018
Ayala Group Corporate Governance and Risk Management Summit on September 10, 2018
Advanced Corporate Governance Training on 5 October 2018
Institute of Corporate Directors Distinguished Corporate Governance Speaker Series on June 28, 2019
Good Governance Advocates and Practitioners of the Philippines Corporate Governance Training on July 17, 2019
Ayala Group Integrated Corporate Governance, Risk Management and Sustainability Summit on August 9, 2019
SGV Corporate Governance Training on August 13, 2019

Corporate Governance Training of Directors

Programs, seminars and roundtables attended in 2019:

Name of Director/Officer	Date of Training	Program*	Name of Training Institution
Jaime Augusto Zobel de Ayala (ED)	August 9, 2019	Ayala Group Integrated Corporate Governance, Risk Management and Sustainability SUmmit	Institute of Corporate Directors, Inc.
Fernando Zobel de Ayala (ED)
Delfin L. Lazaro (NED)
Keiichi Matsunaga (NED)
Xavier P. Loinaz (ID)
Ramon R. del Rosario, Jr. (ID)	August 13, 2019	Corporate Governance Training	SyCip Gorres Velayo & Co.
Antonio Jose U. Periquet (ID)	July 17, 2019	Corporate Governance Seminar	Good Governance Advocates and Practitioners of the Philippines

* each program lastes for four (4) hours

The directors of the Corporation, in their own capacity or as sponsored by the Corporation, may attend education programs, seminars, and roundtable discussions on corporate governance with service providers that are accredited by the SEC.

Annual Performance Assessment

Board Matters > Annual Performance Assessment

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An annual performance assessment is conducted to review and evaluate the performance of the Board, its Committees, its individual members, the CEO and the President to measure the effectiveness of the company’s governance practices and identify areas for improvement; and to adopt new methodologies towards further strengthening the company’s corporate governance standards.

The results of the self-assessment survey were compiled by the Compliance Officer and were reported and discussed during the June 22, 2017, June 22, 2018 and July 16, 2019 Board meetings.

CRITERIA USED IN ASSESSING THE ANNUAL PERFORMANCE OF THE BOARD, COMMITTEES, INDIVIDUAL DIRECTOR, AND CEO/PRESIDENT

	Process	Criteria
Board of Directors	The directors are requested annually to answer a performance assessment survey form where they will evaluate their performance as a director and the performance of the Board. The Corporate Secretary summarizes the result of the survey and are reported at the board meeting immediately following the completion of the survey. An outside consultant may be employed to conduct simultaneous evaluation of the Board’s performance.	The self-assessment tool will cover the following: structure of the Board; shareholder benefits; fulfillment of the Board’s key responsibilities; oversight function; effectiveness of the Board’s processes and meetings; quality of the Board-Management relationship; corporate ethics, and performance evaluation.
Board Committees	The Committees conduct an annual assessment to evaluate the effectiveness of their performance against the requirements of their Charter. The Chairman of the Committee will lead the discussion on the results of the assessment, focusing on areas which need improvement or where there is great variation in answers. The results and any action plans arising from the discussion will be reported to the Board. Audit Committee fills out a self-assessment questionnaire that shall benchmark its practices against the expectations set forth in the Audit Committee Charter.	Committee Organization – Whether the Committee is composed of appropriate number of Directors with the right balance of skills, experiences and backgrounds to ensure the proper performance of the roles and responsibilities of the Committee; Committee Meetings – Whether the Committee had adequate number of meetings to sufficiently focus on significant matters of concern; and Committee Processes and Procedures – Whether the Committee adopted processes and procedures to ensure timely resolution of matters before it.
Individual Directors	The directors are requested annually to answer a performance assessment survey form where they will evaluate their performance as a director and the performance of the Board. The Corporate Secretary summarizes the result of the survey.	Has understanding of the mission, values and strategies of the Company; Is abreast of the latest best practices in corporate governance; Attends the Board and Committee meetings on time, prepared and knowledgeable about the issues to be discussed; Avoids entering into situations where he may be placed in a conflict of interest with that of the Company and promptly discloses any conflict which might occur; Has a good record of Board and Committee meeting attendance; Participates actively in Board discussions with a sense of independence and objectivity, and encourage other Board members to express different opinions as much as possible; Promotes the work and the mission of the Company in the community whenever he has the chance to do so; Has awareness on the Company’s by-laws and governing principles and policies and keeps himself updated on the latest best practices in corporate governance; and Has added significant value to the Board
CEO/President	The performance of the Senior Management Group, including the Chairman and the President, are regularly evaluated. The Company uses an Evaluation System which includes self-assessment and discussions.	The company’s Performance Evaluation System includes metrics, deliverables, accomplishments and development plan.