Meetings and Attendance
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. The Board attendance in 2023 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 23, 2024
- March 12, 2024
- April 26, 2024
The members of the Board of the Directors, upon their election on the April 26, 2024, 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:
- June 27, 2024
- September 29, 2024
- December 12, 2024
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 meetings without the executive director present on January 24, 2023 and December 11, 2023.
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.
The following is the attendance of the Directors in 2023:
Board Meeting Attendance
| Office | Name of Director | No. of Meetings Held/Attendance* | % |
|---|---|---|---|
| Chairman (NED) | Jaime Augusto Zobel de Ayala | 6/6 | 100% |
| Member (NED) | Delfin L. Lazaro | 6/6 | 100% |
| Member (ED) | Cezar P. Consing | 6/6 | 100% |
| Member (NED) | Fernando Zobel de Ayala** | 2/2 | 100% |
| Member (ID) | Rizalina G. Mantaring | 6/6 | 100% |
| Member (ID) | Chua Sock Koong | 6/6 | 100% |
| Member (ID) | Cesar V. Purisima | 6/6 | 100% |
| Member (NED) | Mercedita S. Nolledo | 4/4 | 100% |
*In 2023 and during the incumbency of the directors
**Mr. Zobel was re-elected to the Board on September 28, 2023, replacing Ms. Nolledo.
The non-executive directors held separate meetings on January 24, 2023 and December 11, 2023. All the nonexecutive directors were present in these meetings, except for Mr. Purisima, who was unable to attend the December 11, 2023 meeting.