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, 2020, our Board of Directors elected Ms. Mantaring as the Company’s Lead Independent Director. She has the following functions:

1. intermediate between the Chairman of the Board and other Directors, if and when needed;
2. 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
3. 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 been an independent director since 2020 and has served the recommended nine-year term (reckoned from 2012) provided in the SEC Corporate Governance Code for Publicly-Listed Companies. The Corporate Governance and Nomination Committee endorsed his nomination still as an independent director given his proven track record in exercising independent and objective judgment in all matters raised to the Board and the Committees he is chairing or he is a member of. The Corporate Governance and Nomination Committee also took into account the immense value Mr. Periquet provides to the Corporation through his active participation and expert insights during Board and Committee discussions. Mr. Periquet has been re-elected by the stockholders as Independent Director of the Company during the Annual Stockholders’ Meeting on April 23, 2021.

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.

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%.

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.

Messrs. Jaime Augusto Zobel de Ayala and Fernando Zobel de Ayala are our Chairman and President and CEO, respectively. Mr. Cezar P. Consing is the Acting President and CEO effective August 15, 2022 while Mr. Fernando Zobel de Ayala takes a temporary medical leave.

Roles, Accountabilities and Deliverables

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

1. the powers and responsibilities of the Chairman and of the CEO are specified and separate in the By-laws;
2. 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
3. three of the seven directors are independent directors.

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 will be scheduled in due course.

PERMANENT DISQUALIFICATION

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

1. 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.
2. Any person finally convicted judicially of an offense involving moral turpitude or fraudulent acts or transgressions;
3. 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;
4. Any person judicially declared to be insolvent;
5. Any person finally found guilty by a foreign court or equivalent financial regulatory authority of acts, violation or misconduct listed above;
6. 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
7. 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:

1. Refusal to fully disclose the extent of his business interest as required under the Securities Regulation Code and Implementing Rules and Regulations.
2. 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.
3. Dismissal or termination from directorship in another listed corporation;
4. Being under preventive suspension by the Corporation for any reason;
5. Conviction that has not yet become final referred to in the grounds for disqualification of directors.

*In 2021 and during the incumbency of the directors

**NED since April 23, 2021

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 2021 can be found in the Report of the Executive Committee to the Board of Directors in the 2021 Ayala Integrated Report . 

*In 2020 and during the incumbency of the directors
**Replaced Mr. del Rosario as member of the Committee on April 24, 2020; Replaced Mr. Loinaz as Chairman of the Committee on December 3, 2020
***Replaced Mr. Loinaz as Member of the Committee on December 3, 2020

The actions taken and matters deliberated and approved by the Audit Committee in 2020 are found in the Report of the Audit Committee to the Board of Directors in the 2020 Ayala Integrated Report.

*In 2021 and during the incumbency of the directors

The actions taken and matters deliberated and approved by the Corporate Governance and Nomination Committee in 2021 can be  found in the Report of the Corporate Governance and Nomination Committee to the Board of Directors in the 2021 Ayala Integrated Report.

*In 2021 and during the incumbency of the directors

The actions taken and matters deliberated and approved by the Personnel and Compensation Committee in 2021 are found in the Report of the Personnel and Compensation Committee to the Board of Directors in the 2021 Ayala Integrated Report .

*In 2021 and during the incumbency of the directors

The actions taken and matters deliberated and approved by the Finance Committee in 2021 can be  found in the Report of the Finance Committee to the Board of Directors in the 2021 Ayala Integrated Report.

*In 2021 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 2021 are found in the Report of the Risk Management and Related Party Transactions Committee to the Board of Directors in the 2021Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).

At its organizational meeting held immediately after the stockholders’ meeting on April 23, 2021, our Board of Directors considered and approved the constitution of a Sustainability Committee and election of its Chairman and members.

*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.

*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.

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

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

Total Compensation Received by the members of the Board of Directors in 2017:

*Mr. Matsunaga replaced Mr. Amano on April 21, 2017.

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

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 2021, as follows:

The seminars were administered by the Institute of Corporate Directors.