Annual Performance Assessment
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, July 14, 2022 and July 18, 2023 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.
Download Certification
Criteria Used in assessing the annual performance of the Board, Committees, Individual Director, and CEO / President
Board of Directors
Process
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.
Activities
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
Process
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.
Activities
- 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
Process
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.
Activities
- 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
Process
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.
Activities
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:
- Board Composition,
- Board Roles, Functions and Processes,
- Information Management,
- Representation of Shareholders and ESG Factors,
- Managing Company’s Performance,
- Senior Executive’s Talent Management and Succession Planning,
- Dynamics and relationships, and
- 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.
- Has added significant value to the Board.
The results of the assessment was reported by Aon plc to the Board in the meeting following the completion of the evaluation process.