Composition
Independent Directors
The Board of Directors of Ayala is the supreme authority in matters of governance and in overseeing the business of the Corporation
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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 judgement 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. Ms. Mantaring has been the Company’s Lead Independent Director since April 29, 2020. 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 four years. Mr. Purisima and Ms. Chua were elected as Independent Director for the first time on April 29, 2022.
Ms. Mantaring has served as Independent Director of the Company for four 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 was 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%.
Currently, the Board is again composed of 28.57% female directors following the election of Mr. Fernando Zobel de Ayala vice Ms. Mercedita S. Nolledo on September 28, 2023.
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 Team
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.
Roles, Accountabilities, and Deliverables
Chairman of the Board
- 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.
President and Chief Executive Officer
- 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.