Committees
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 26, 2024, the Board of Directors considered and approved the election of Chairpersons and Members of the Board Committees.
Executive Committee
Download Charter
Chairman
Jaime Augusto Zobel de Ayala
Director Type
Non-Executive Director
Vice Chairman
Delfin L. Lazaro
Director Type
Non-Executive Director
Member
Cezar P. Consing
Director Type
Executive Director
Executive Committee Meeting Attendance
| Office | Name of Director | Date of Appointment |
|---|---|---|
| Chairman | Jaime Augusto Zobel de Ayala | May 10, 2996 |
| Vice Chairman | Delfin L. Lazaro | April 29, 2022 - as Member August 14, 2023 - as Vice Chairman |
| Member | Cezar P. Consing* | August 14, 2023 |
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
Download CharterChairman
Rizalina G. Mantaring**
Director Type
Lead Independent Director
Member
Cesar V. Purisima
Director Type
Independent Director
Member
Chua Sock Koong
Director Type
Independent Director
Audit Committee Meeting Attendance
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Rizalina G. Mantaring | April 24, 2020 as Member and December 3, 2020 as Chairman | 6/6** | 100% |
| Member | Cesar V. Purisima | April 29, 2022 | 6/6** | 100% |
| Member | Chua Sock Koong | April 29, 2022 | 6/6** | 100% |
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**Inclusive of one (1) joint meeting with Risk Management and Related Party Transactions Commitee.
The actions taken and matters deliberated and approved by the Audit Committee in 2023 are found in the Report of the Audit Committee to the Board of Directors in the 2023 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Risk Management And Related Party Transactions Committee
Download CharterChairman
Cesar V. Purisima
Director Type
Independent Director
Member
Rizalina G. Mantaring
Director Type
Lead Independent Director
Member
Fernando Zobel de Ayala (vice Mercedita S. Nolledo effective September 28, 2023)
Director Type
Non-Executive Director
Attendance
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Cezar V. Purisima | April 27, 2022 | 10/10 | 100% |
| Member | Delfin L. Lazaro** | September 27, 2022 | 2/2 | 100% |
| Member | Rizalina G. Mantaring | April 24, 2020 | 10/10 | 100% |
| Member | Mercedita S. Nolledo*** | April 28, 2023 | 5/5 | 100% |
| Member | Fernando Zobel de Ayala | September 28, 2023 | 2/3 | 67% |
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** Replaced by Mercedita S. Nolledo on April 28, 2023.
***Replaced by Mr. Fernando Zobel de Ayala on September 28, 2023.
The actions taken and matters deliberated and approved by the Risk Management and Related Party Transactions Committee in 2023 are found in the Report of the Risk Management and Related Party Transactions Committee to the Board of Directors in the 2023 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Corporate Governance and Nomination Committee
Download CharterChairman
Chua Sock Koong
Director Type
Independent Director
Chairman
Rizalina G. Mantaring
Director Type
Lead Independent Director
Member
Cesar V. Purisima
Director Type
Independent Director
Attendance
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Chua Sock Koong | April 29, 2022 | 9/9 | 100% |
| Member | Rizalina G. Mantaring | April 24, 2020 | 9/9 | 100% |
| Member | Cezar V. Purisima | April 29, 2022 | 9/9 | 100% |
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The actions taken and matters deliberated and approved by the Corporate Governance and Nomination Committee in 2023 can be found in the Report of the Corporate Governance and Nomination Committee to the Board of Directors in the 2023 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Personnel and Compensation Committee
Download CharterChairman
Chua Sock Koong
Director Type
Independent Director
Member
Fernando Zobel de Ayala (vice Mercedita S. Nolledo effective September 28, 2023)
Director Type
Non-Executive Director
Member
Rizalina G. Mantaring
Director Type
Independent Director
Attendance
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Chua Sock Koong | April 29, 2022 | 3/3 | 100% |
| Member | Rizalina G. Mantaring | April 28, 2023 (Chairman from April 20, 2020 - April 29, 2022) | 1/1 | 100% |
| Member | Cezar V. Purisima** | April 29, 2022 | 2/2 | 100% |
| Member | Delfin L. Lazaro*** | March 30, 2007 | 2/2 | 100% |
| Member | Mercedita S. Nolledo**** | April 28, 2023 | 1/1 | 100% |
| Member | Fernando Zobel de Ayala | September 28, 2023 | Not Applicable | - |
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** Replaced by Rizalina G. Mantaring on April 28, 2023.
***Replaced by Mercedita S. Nolledo on April 28, 2023.
****Replaced by Fernando Zobel de Ayala on September 28, 2023.
The actions taken and matters deliberated and approved by the Personnel and Compensation Committee in 2023 are found in the Report of the Personnel and Compensation Committee to the Board of Directors in the 2023 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Finance Committee
Download CharterChairman*
Delfin L. Lazaro
Director Type
Non-Executive Director
Member
Jaime Augusto Zobel de Ayala
Director Type
Non-Executive Director
Member
Cezar P. Consing
Director Type
Executive Director
Member
Fernando Zobel de Ayala (elected on April 26, 2024)
Director Type
Non-Executive Director
Finance Committee Meeting Attendance
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Delfin L. Lazaro | April 16, 2010 | 7/7 | 100% |
| Member | Jaime Augusto Zobel de Ayala | May 29, 2011 | 7/7 | 100% |
| Member | Cesar V. Purisima** | September 27, 2022 | 1/1 | 100% |
| Member | Cezar P. Consing | December 3, 2020 | 7/7 | 100% |
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**Until April 28, 2023
The actions aken and matters deliberated and approved by the Finance Committee in 2023 can be found in the Report of the Finance Committee to the Board of Directors in the 2023 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).
Sustainability Committee
Download CharterChairman
Fernando Zobel de Ayala (vice Mercedita S. Nolledo effective September 28, 2023)
Director Type
Non- Executive Director
Member
Cesar V. Purisima
Director Type
Independent Director
Member
Chua Sock Koong
Director Type
Independent Director
Sustainability Committee Meeting Attendance
| Office | Name of Director | Date of Appointment | Attendance* | % |
|---|---|---|---|---|
| Chairman | Cezar P. Consing** | April 23, 2021 | 2/2 | 100% |
| Member | Rizalina G. Mantaring*** | April 23, 20213 | 2/2 | 100% |
| Member | Chua Sock Koong | April 29, 2022 | 4/4 | 100% |
| Chairman | Mercedita S. Nolledo**** | April 28, 2023 | 1/1 | 100% |
| Member | Cesar V. Purisima | April 28, 2023 | 2/2 | 100% |
| Chairman | Fernando Zobel de Ayala | September 28, 2023 | 1/1 | 100% |
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** Replaced by Mercedita S. Nolledo on April 28, 2023.
***Replaced by Cesar V. Purisima on April 28, 2023.
****Replaced by Fernando Zobel de Ayala on September 28, 2023.
The actions taken and matters deliberated and approved by the Sustainability Committee in 2023 are found in the Report of the Sustainability Committee to the Board of Directors in the 2023 Ayala Integrated Report (www.ayala.com.ph/investors/annual-reports).