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 28, 2023, 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 Non-Executive Director	Mermac, Inc.	Elma B. Guinto	May 1987	36
Delfin L. Lazaro Non-Executive Director	N.A.	Elma B. Guinto	January 2007	16
Cezar P. Consing Executive Director*	N.A.	Elma B. Guinto	December 3, 2020	2.25
Mercedita S. Nolledo Non-Executive Director	N.A.	Elma B. Guinto	September 27, 2022	.5
Rizalina G. Mantaring Lead Independent Director**	N.A.	Elma B. Guinto (no relation to Ms. Mantaring)	April 24, 2020	3
Chua Sock Koong Independent Director	N.A.	Elma B. Guinto (no relation to Ms. Chua)	April 29, 2022	1
Cesar V. Purisima Independent Director	N.A.	Elma B. Guinto (no relation to Mr. Purisima)	April 29, 2022	1

*Executive Director effective August 15, 2022.

**Lead Independent Director effective April 29, 2022.

Jaime Augusto Zobel de Ayala is the Chairman of the Board, who assumed the position in 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

Mmes. Mantaring and Chua and Mr. Purisima are 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.

The definition of Independent Director may be found in our Revised Manual of Corporate Governance.

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. On April 29, 2022, our Board of Directors elected Ms. Mantaring as the Company’s Lead Independent Director. She 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.

Ms. Mantaring has served as Independent Director of the Company for two years. Mr. Purisima and Ms. Chua were elected as Independent Director for the first time on April 29, 2022.

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, gender, and ethnicity. With respect to gender, the Board shall be composed of at least 30% female directors or at least two (2) female directors, whichever is lower, by 2025.

On April 29, 2022, the Corporation has already elected two (2) female independent directors. With this, the female composition of AC Board is presently at 28.57%. Another female director was elected to the Board on September 27, 2022, bringing the female composition of AC Board to 42.86%.

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 is our Chairman of the Board.

Mr. Cezar P. Consing is the President and CEO effective September 27, 2022. He served as our Acting President and CEO from August 15, 2022 to September 26, 2022, following the medical leave of absence of Mr. F .Zobel de Ayala.

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 responsibilities 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 minimum 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 had her orientation program for Audit Committee related matters on April 30, 2020.

Orientation on the Governance Code and Policies, Articles of Incorporation and By-Laws, Manual on Corporate Governance, Board and Committee Charters, Code of Conduct and Ethics, RPT Policy and Whistleblower Policy was given to Mr. Cezar P. Consing on May 18, 2021.

The orientation of Mr. Cesar V. Purisima and Ms. Chua Sock Koong were held on July 7, 2022 and July 8, 2022, respectively.

The orientation of Ms. Mercedita S. Nolledo will be scheduled in due course.

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 28, 2023, the Board of Directors considered and approved the election of Chairpersons and Members of the Board Committees.

Executive Committee

Jaime Augusto Zobel de Ayala

Non-Executive Director

Chairman

Delfin L. Lazaro

Non-Executive Director

Vice Chairman*

Cezar P. Consing

Executive Director

Member

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Audit Committee

Rizalina G. Mantaring

Lead Independent Director

Chairman

Cesar V. Purisima

Independent Director

Member

Chua Sock Koong

Independent Director

Member

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Risk Management and Related Party Transactions Committee

Cesar V. Purisima

Independent Director

Chairman

Rizalina G. Mantaring

Lead Independent Director

Member

Mercedita S. Nolledo

Non-Executive Director

Member

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Corporate Governance and Nomination Committee

Chua Sock Koong

Independent Director

Chairman

Rizalina G. Mantaring

Lead Independent Director

Member

Cesar V. Purisima

Independent Director

Member

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Personnel and Compensation Committee

Chua Sock Koong

Independent Director

Chairman

Mercedita S. Nolledo

Non-Executive Director

Member

Rizalina G. Mantaring

Independent Director

Member

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Finance Committee

Delfin L. Lazaro Non-Executive Director	Chairman
Jaime Augusto Zobel de Ayala Non-Executive Director	Member
Cezar P. Consing Executive Director	Member

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Sustainability Committee

Mercedita S. Nolledo

Non-Executive Director

Chairman

Cesar V. Purisima

Independent Director

Member

Chua Sock Koong

Independent 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, without 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 2021 was 100%.

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 24, 2023

March 8, 2023

April 28, 2023

The members of the Board of the Directors, upon their election on the April 28, 2023, 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:

July 18, 2023

September 28, 2023

December 11, 2023

NON-EXECUTIVE DIRECTORS (NED’s) MEETINGS

Periodic meetings are held by the NEDs and IDs without the presence of executive directors. Under the chairmanship of Ms. Mantaring as the lead independent director, the company’s NEDs and IDs had a meeting without the executive director present on December 13, 2022. The Strategic Adviser for Human Resources was invited as resource person for the discussion on the leadership pipeline and the programs in place for talent development.

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 2022, 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 (NED)	Jaime Augusto Zobel de Ayala	9/9	100%
Member (ED)	Fernando Zobel de Ayala**	6/7	86%
Member (NED)	Delfin L. Lazaro	9/9	100%
Member (ED)	Cezar P. Consing	9/9	100%
Member (Lead ID) Member (NED)	Antonio Jose U. Periquet* Keiichi Matsunaga**	3/3 3/3	100% 100%
Member (ID) Member (ID)	Rizalina G. Mantaring Chua Sock Koong*****	9/9 6/6	100% 100%
Member (ID) Member (NED)	Cesar V. Purisima*** Mercedita S. Nolledo****	6/6 2/2	100% 100%

*In 2022 and during the incumbency of the directors

**Mr. Zobel went on medical leave from August 15, 2022 and resigned from the Board on September 12, 2022.

***Served as Independent Director until April 29, 2022.

****Served as Non-Executive Director until April 29, 2022.

*****Elected as Independent Director on April 29, 2022.

******Elected on September 27, 2022 to serve the unexpired term of Mr. Fernando Zobel de Ayala

Executive Committee Meeting

Office	Name of Director	Date of Appointment
Chairman	Jaime Augusto Zobel de Ayala	May 10, 1996
Vice Chairman	Delfin L. Lazaro*	April 29, 2022 – Member August 14, 2023 – Vice Chairman
Member	Cezar P. Consing*	August 14, 2023

Office

Name of Director

Date of Appointment

Chairman

Jaime Augusto Zobel de Ayala

May 10, 1996

Vice Chairman

Delfin L. Lazaro*

April 29, 2022 – Member

August 14, 2023 – Vice Chairman

Member

Cezar P. Consing*

August 14, 2023

*Mr. Consing replaced Mr. Fernando Zobel de Ayala

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 2022 can be found in the Report of the Executive Committee to the Board of Directors in the 2022 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

Audit Committee Meeting

Office	Name of Director	Date of Appointment	Attendance*	%
Chairman	Rizalina G. Mantaring**	April 24, 2020 as Member and December 3, 2020 as Chairman	5/5	100%
Member	Keiichi Matsunaga	April 21, 2017	1/1	100%
Member	Antonio Jose U. Periquet	December 3, 2020	1/1	100%
Member	Cesar V. Purisima**	April 29, 2022	4/4	100%
Member	Chua Sock Koong***	April 29, 2022	4/4	100%

*In 2022 and during the incumbency of the directors
**Replaced Mr. Keiichi Matsunaga on April 29, 2022.
***Replaced Mr. Antonio Jose U. Periquet on April 29, 2022.

The actions taken and matters deliberated and approved by the Audit Committee in 2022 are found in the Report of the Audit Committee to the Board of Directors in the 2022 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 Chairman	Antonio Jose U. Periquet Chua Sock Koong	April 20, 2012 April 29, 2022	3/3 5/5	100% 100%
Member	Rizalina G. Mantaring	April 24, 2020	8/8	100%
Member Member	Keiichi Matsunaga Cezar V. Purisima***	December 3, 2020 April 29, 2022	3/3 5/5	100% 100%

Office

Name of Director

Date of Appointment

Attendance*

Chairman

Antonio Jose U. Periquet

Chua Sock Koong

April 20, 2012

April 29, 2022

3/3

5/5

100%

Member

Rizalina G. Mantaring

April 24, 2020

8/8

100%

Member

Keiichi Matsunaga

Cezar V. Purisima***

December 3, 2020

April 29, 2022

3/3

5/5

100%

*In 2022 and during the incumbency of the directors

** Replaced Mr. Antonio Jose U. Periquet on April 29, 2022.

***Replaced Mr. Keiichi Matsunaga on April 29, 2022.

The actions taken and matters deliberated and approved by the Corporate Governance and Nomination Committee in 2022 can be found in the Report of the Corporate Governance and Nomination Committee to the Board of Directors in the 2022 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

Personnel and Compensation Committee Meeting

Office	Name of Director	Date of Appointment	Attendance*	%
Chairman Chairman	Rizalina G. Mantaring Chua Sock Koong**	April 24, 2020 April 29, 2022	3/3 1/1	100% 100%
Member Member	Keiichi Matsunaga Cezar V. Purisima***	April 21, 2017 April 29, 2022	3/3 1/1	100% 100%
Member	Delfin L. Lazaro	March 30, 2007	4/4	100%

Office

Name of Director

Date of Appointment

Attendance*

Chairman

Rizalina G. Mantaring

Chua Sock Koong**

April 24, 2020

April 29, 2022

3/3

1/1

100%

Member

Keiichi Matsunaga

Cezar V. Purisima***

April 21, 2017

April 29, 2022

3/3

1/1

100%

Member

Delfin L. Lazaro

March 30, 2007

4/4

100%

*In 2022 and during the incumbency of the directors

** Replaced Ms. Rizalina G. Mantaring on April 29, 2022.

***Replaced Mr. Keiichi Matsunaga on April 29, 2022.

The actions taken and matters deliberated and approved by the Personnel and Compensation Committee in 2022 are found in the Report of the Personnel and Compensation Committee to the Board of Directors in the 2022 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	9/9	100%
Member	Antonio Jose U. Periquet**	April 18, 2011	4/4	100%
Member	Jaime Augusto Zobel de Ayala	May 29, 2011	9/9	100%
Member Member	Fernando Zobel de Ayala Cesar V. Purisima***	April 15, 2016 September 27, 2022	5/6 3/3	100% 100%
Member	Cezar P. Consing	December 3, 2020	9/9	100%

*In 2022 and during the incumbency of the directors

** Until April 29, 2022.

*** Replaced Mr. Fernando Zobel de Ayala on September 27, 2022

The actions taken and matters deliberated and approved by the Finance Committee in 2022 can be found in the Report of the Finance Committee to the Board of Directors in the 2022 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 Chairman	Antonio Jose U. Periquet Cezar V. Purisima**	September 1, 2014 April 27, 2022	3/3 7/7	100% 100%
Member Member	Cezar P. Consing Delfin L. Lazaro***	April 23, 2021 September 27, 2022	8/8 2/2	100% 100%
Member	Rizalina G. Mantaring	April 24, 2020	10/10	100%

Office

Name of Director

Date of Appointment

Attendance*

Chairman

Antonio Jose U. Periquet

Cezar V. Purisima**

September 1, 2014

April 27, 2022

3/3

7/7

100%

Member

Cezar P. Consing

Delfin L. Lazaro***

April 23, 2021

September 27, 2022

8/8

2/2

100%

Member

Rizalina G. Mantaring

April 24, 2020

10/10

100%

*In 2022 and during the incumbency of the directors

** Replaced Mr. Antonio Jose U. Periquet on April 29, 2022.

***Replaced Mr. Cezar P. Consing on September 27, 2022.

The actions taken and matters deliberated and approved by the Risk Management and Related Party Transactions Committee in 2022 are found in the Report of the Risk Management and Related Party Transactions Committee to the Board of Directors in the 2022 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

Sustainability Committee

Office	Name of Director	Date of Appointment	Attendance*	%
Chairman	Cezar P. Consing	April 23, 2021	3/3	100%
Member	Rizalina G. Mantaring	April 23, 20213	3/3	100%
Member Member	Keiichi Matsunaga Chua Sock Koong**	April 23, 2021 April 29, 2022	1/1 2/2	100% 100%

Office

Name of Director

Date of Appointment

Attendance*

Chairman

Cezar P. Consing

April 23, 2021

3/3

100%

Member

Rizalina G. Mantaring

April 23, 20213

3/3

100%

Member

Keiichi Matsunaga

Chua Sock Koong**

April 23, 2021

April 29, 2022

1/1

2/2

100%

*In 2022 and during the incumbency of the directors

** Replaced Mr. Keiichi Matsunaga on April 29, 2022

The actions taken and matters deliberated and approved by the Sustainability Committee in 2022 are found in the Report of the Sustainability Committee to the Board of Directors in the 2022 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 5, 2022, 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, with additional P3,000,000 for the Chairman of Board, and P1,500,000 for the Chairman of the Audit Committee; 2) a per diem of P200,000 for each Board meeting attended and P100,000 for each Written Resolution of the Board; 3) a per diem of P100,000 per Committee meeting attended and P50,000 for each Written Resolution of the Committee; and 4) a per diem of P100,000 per Non-Executive Directors meeting attended. The Non-executive Directors travelling outside their country of residence are entitled to P100,000 travel allowance, business class round trip airfare and accommodation on a five-star hotel.

Board Compensation in 2022

Director	Retainer Fee	Per Diem		Total
Director	Retainer Fee	Board Meetings	Committee Meetings	Total
Jaime Augusto Zobel de Ayala	6,000,000.00*	2,200,000.00	700,000.00	8,900,000.00
Cesar P. Consing Chua Sock Koong	3,000,000.00 3,000,000.00	1,500,000.00 1,600,000.00	1,450,000.00 1,100,000.00	5,700,000.00
Delfin L. Lazaro	3,000,000.00	2,200,000.00	1,350,000.00	6,550,000.00
Rizalina G. Mantaring	4,500,000.00**	2,200,000.00	2,950,000.00	9,650,000.00
Antonio Jose U. Periquet Keiichi Matsunaga		600,000.00 600,000.00	1,000,000.00 800,000.00	1,600,000.00 1,400,000.00
Mercedita S. Nolledo Cezar V. Purisima	1,750,000.00 3,000,000.00	700,000.00 1,600,000.00	1,800,000.00	2,450,000.00 6,400,000.00
TOTAL	24,25,000.00	13,200,000.00	11,150,000.00	48,600,000.00

*Includes additional retainer fee for the Chairman of the Board amounting to P3,000,000.00

**Includes additional retainer fee for the Chairman of the Audit Committee amounting to P1,500,000.00.

Board Compensation in 2021

Director	Retainer Fee	Per Diem		Total
Director	Retainer Fee	Board Meetings	Committee Meetings*	Total
Jaime Augusto Zobel de Ayala**	3,000,000.00	800,000.00	600,000.00	4,400,000.00
Cesar P. Consing**	3,000,000.00	800,000.00	1,200,000.00	5,000,000.00
Delfin L. Lazaro	3,000,000.00	1,200,000.00	1,500,000.00	5,700,000.00
Rizalina G. Mantaring	3,000,000.00	1,200,000.00	1,900,000.00	6,100,000.00
Antonio Jose U. Periquet	3,000,000.00	1,200,000.00	2,500,000.00	6,700,000.00
Keiichi Matsunaga	3,000,000.00	1,200,000.00	1,500,000.00	5,700,000.00
TOTAL	18,000,000.00	6,400,000.00	9,200,000.00	33,600,000.00

*Includes per diem of P100K for Non-Executive Directors Meeting

**Mr. Zobel de Ayala and Consing are Non-Executive Directors of the Company since April 23, 2021.

Board Compensation in 2020

Director	Retainer Fee	Per Diem		Total
Director	Retainer Fee	Board Meetings	Committee Meetings*	Total
Delfin L. Lazaro	3,000,000.00	1,200,000.00	1,400,000.00	5,600,000.00
Xavier P. Loinaz**	3,000,000.00	800,000.00	700,000.00	4,500,000.00
Ramon R. Del Rosario, Jr.***	–	400,000.00	700,000.00	1,100,000.00
Rizalina G. Mantaring***	3,000,000.00	800,000.00	800,000.00	4,600,000.00
Antonio Jose U. Periquet	3,000,000.00	1,200,000.00	2,000,000.00	6,200,000.00
Keiichi Matsunaga	3,000,000.00	1,200,000.00	900,000.00	5,100,000.00
TOTAL	15,000,000.00	5,600,000.00	6,500,000.00	27,100,000.00

*Included per diem of P100K for NED Meeting, except for Messrs. Loinaz and del Rosario. Mr. Consing was an Executive Director in 2020.
**Mr. Loinaz was Independent Director until December 3, 2020.
***Ms. Mantaring replaced Mr. del Rosario as Independent Director on April 24, 2020.

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.

In 2020, the Ayala Group held its first ever fully virtual Integrated Corporate Governance, Risk Management and Sustainability Summit with the theme “The Board’s Agenda: The Business of Building Back Better.

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)
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
Family Business Governance on October 23, 2020
Ayala Group Integrated Corporate Governance, Risk Management and Sustainability Summit on November 20, 2020
Future Trends on December 16, 2020
SGV Corporate Governance Training on December 16, 2020

Corporate Governance Training of Directors

In compliance with our Revised Code of Corporate Governance, please be informed that our directors and key officers joined online seminars on Corporate Governance for at least four (4) hours in 2022. The details of the seminars attended by the directors and officers were disclosed to PSE, SEC and PDEx – https://drive.google.com/file/d/1KZZ7lx2_C9AdiaZwsrsG1fh-CUYbRTKZ/view

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 December 3, 2020 (with third party validation), July 15, 2021 and July 14, 2022 Board meetings.

Every three years, an independent consultant is appointed to assist in the evaluation process of the Board. Aon plc facilitated in 2020 an independent third-party evaluation of the Board.

Aon plc’s certification on third party evaluation conducted on Ayala’s Board of Directors.

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.

Aon plc’s evaluation was conducted through an evaluation questionnaire answered by each director. The evaluation criteria include: (1) Board Composition, (2) Board Roles, Functions and Processes, (3) Information Management, (4) Representation of Shareholders and ESG Factors, (5) Managing Company’s Performance, (6) Senior Executive’s Talent Management and Succession Planning, (7) Dynamics and relationships, and (8) Corporate Governance Practices related to the Strategy, Policy, Risk, Oversight, and Accountability functions giving insights on the effectiveness of the Board, the Committee, the Chairperson, and the Directors. The results of the assessment was reported by Aon plc to the Board in the meeting following the completion of the evaluation process.