Board of Directors

JAIME AUGUSTO ZOBEL DE AYALA

Executive Director, Chairman, and
Chief Executive Officer

FERNANDO ZOBEL DE AYALA

Executive Director, Vice Chairman,
President, and Chief Operating Officer

DELFIN L. LAZARO

Non-Executive Director

KEIICHI MATSUNAGA

Non-Executive Director

XAVIER P. LOINAZ

Lead Independent Director

ANTONIO JOSE U. PERIQUET

Lead Independent Director

RIZALINA G. MANTARING

Independent Director

CEZAR P. CONSING

Executive Director

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Directors' Profiles About the Board of Directors

JAIME AUGUSTO ZOBEL DE AYALA
Filipino, 61
Executive Director, Chairman, and Chief Executive Officer

Date of Appointment
Director of Ayala Corporation since May 1987

Length of Service (As of 31 December 2020)
33 years

Academic/Professional Qualification

  • B.A. in Economics (Cum Laude) from Harvard College in 1981
  • MBA at Harvard Graduate School of Business Administration in 1987
  • Chairman and CEO of Ayala Corporation since April 2006

Present Directorship(s)/Position(s)
Other Publicly Listed Companies – within Ayala Group:

  • Chairman of Globe Telecom, Inc., Integrated Micro-Electronics, Inc. and Bank of the Philippine Islands
  • Vice Chairman of Ayala Land, Inc., Manila Water Company, Inc. and AC Energy Corporation (formerly AC Energy Philippines, Inc.)

Other Non-Listed Companies – within Ayala Group:

  • Chairman of Ayala Retirement Fund Holdings, Inc., AC Industrial Technology Holdings, Inc., AC Ventures Holdings Corp., AC Infrastructure Holdings Corporation, AC Energy International, Inc. and Asiacom Philippines, Inc.
  • Co-Chairman of Ayala Foundation, Inc. and Ayala Group Club, Inc.
  • Director of Alabang Commercial Corporation, Ayala International Pte. Ltd., AC Energy and Infrastructure Corporation (formerly AC Energy, Inc.), Ayala Healthcare Holdings, Inc., Light Rail Manila Holdings, Inc. and AG Holdings Ltd.

Other Non-Listed Companies/Organizations – outside Ayala Group:

  • Member of various business and socio-civic organizations in the Philippines and abroad, including the JP Morgan International Council, JP Morgan Asia Pacific Council and Mitsubishi Corporation International Advisory Council
  • Member of the Board of the Singapore Management University and Eisenhower Fellowships
  • Member of various advisory boards of Harvard University, including the Global Advisory Council, HBS Board of Dean’s Advisors, and HBS Asia- Pacific Advisory Board (Chairman)
  • Chairman Emeritus of the Asia Business Council and Chairman of Endeavor Philippines
  • Member of the Global Board of Adviser of the Council on Foreign Relations
  • Co-Vice Chairman of the Makati Business Club

FERNANDO ZOBEL DE AYALA
Filipino, 60
Executive Director, Vice Chairman, President, and Chief Operating Officer

Date of Appointment
Director of Ayala Corporation since May 1994

Length of Service (As of 31 December 2020)
26 years

Academic/Professional Qualification

  • B.A. Liberal Arts from Harvard College in 1982
  • CIM from INSEAD, France in 1993
  • President and Chief Operating Officer of Ayala Corporation since April 2006

Present Directorship(s)/Position(s)
Other Publicly Listed Companies – within Ayala Group:

  • Chairman of Ayala Land, Inc., Manila Water Company, Inc., and AC Energy Corporation (formerly AC Energy Philippines, Inc.)
  • Director of Bank of the Philippine Islands, Globe Telecom, Inc. and Integrated Micro-Electronics, Inc.

Other Publicly Listed Company – outside Ayala Group:

  • Independent Director of Pilipinas Shell Petroleum Corporation

Other Non-Listed Companies – within Ayala Group:

  • Chairman of AC International Finance Ltd., Liontide Holdings, Inc., AC Energy and Infrastructure Corporation (formerly AC Energy, Inc.), Ayala Healthcare Holdings, Inc., Automobile Central Enterprise, Inc., Alabang Commercial Corporation, Accendo Commercial Corp. and Hero Foundation, Inc.
  • Co-Chairman of Ayala Foundation, Inc. and Ayala Group Club, Inc.
  • Vice-Chairman of AC Industrial Technology Holdings, Inc., ALI Eton Property Development Corporation, Ceci Realty Inc., Fort Bonifacio Development Corporation, Bonifacio Land Corporation, Emerging City Holdings, Inc., Columbus Holdings, Inc., Berkshires Holdings, Inc. AKL Properties, Inc., AC Ventures Holdings Corp., and Bonifacio Art Foundation, Inc.
  • Director of LiveIt Investments, Ltd., AG Holdings Ltd., AC Infrastructure Holdings Corporation, Altaraza Development Corporation, Asiacom Philippines, Inc., and Ayala Retirement Fund Holdings, Inc.

Other Non-Listed Companies/Organizations – outside Ayala Group:

  • Director of Honda Cars Philippines, Inc., Isuzu Philippines Corporation, and Manila Peninsula
  • Member of the Board of INSEAD Business School and Georgetown University
  • Member of the International Advisory Board of Tikehau Capital and Hispanic Society Museum & Library International Advisory Council
  • Vice Chairman of the Philippine-Singapore Business Council
  • Member of the Chief Executives Organization
  • Chairman of Habitat for Humanity International’s Asia-Pacific Capital Campaign Steering Committee Trustee of Caritas Manila, Pilipinas Shell Foundation, and the National Museum

DELFIN L. LAZARO
Filipino, 74
Non-Executive Director

Date of Appointment
Director of Ayala Corporation since January 2007

Length of Service (As of 31 December 2020)
14 years

Academic/Professional Qualification

  • BS Metallurgical Engineering from University of the Philippines in 1967
  • MBA (with Distinction) at Harvard Graduate School of Business in 1971

Present Directorship(s)/Position(s)
Other Publicly Listed Companies – within Ayala Group:

  • Director of Integrated Micro-Electronics, Inc., Manila Water Company, Inc., and Globe Telecom, Inc.
  • Independent Adviser to the Board of Directors of Ayala Land, Inc.

Other Non-Listed Companies – within Ayala Group:

  • Chairman and President of A.C.S.T. Business Holdings, Inc.
  • Vice Chairman and President of Asiacom Philippines, Inc.
  • Director of AC Industrial Technology Holdings, Inc., AYC Holdings, Ltd., AC International Finance, Ltd., and Purefoods International Limited

Other Non-Listed Companies/Organizations – outside Ayala Group:

  • Chairman of Atlas Fertilizer & Chemicals Inc.
  • Director of Probe Productions, Inc.

KEIICHI MATSUNAGA
Japanese, 56
Non-Executive Director

Date of Appointment
Director of Ayala Corporation since April 2017

Length of Service (As of 31 December 2020)
4 years

Academic/Professional Qualification

  • Graduate from the Faculty of Law at Waseda University in 1988
  • Connected with Mitsubishi Corporation for over 30 years in various leadership positions

Present Directorship(s)/Position(s)

Other Non-Listed Company – within Ayala Group:

  • Director of Portico Land Corp.

Other Non-Listed Companies/Organizations – outside Ayala Group:

  • General Manager of Mitsubishi Corporation Manila Branch
  • Chairman of International Elevator & Equipment Inc.
  • President of MC Diamond Realty Investment Phils., MC Oranbo Investment, MC Cavite Holdings, Inc., FMT Kalayaan, Inc., and Japanese Chamber of Commerce & Industry of the Philippines (JCCIPI)
  • Director of Century City Development II Corporation (CCDC II), Isuzu Philippines Corporation, Kepco Ilijan Corporation, and The Japanese Association Manila, Inc. (JAMI)

XAVIER P. LOINAZ
Filipino, 77
Lead Independent Director

Date of Appointment

  • Director of Ayala Corporation from April 2009 – December 3, 2020
  • Lead Independent Director of Ayala Corporation since from April 2017 – December 3, 2020

Length of Service (As of 03 December 2020)

  • 11 years as Director
  • 8 years as Independent Director (reckoned from 2012, in compliance with SEC Memorandum Circular No. 19, Series of 2016)
  • 4 years as Lead Independent Director

Academic/Professional Qualification

  • AB Economics degree from Ateneo de Manila University in 1963
  • MBA-Finance at Wharton School, University of Pennsylvania in 1965
  • President of the Bank of the Philippine Islands from 1982 to 2004
  • President of Bankers Association of the Philippines from 1989 to 1991

Directorship(s)/Position(s) (until 03 December 2020)
Other Publicly Listed Company – within Ayala Group:

  • Independent Director of the Bank of the Philippine Islands

Other Non-Listed Companies – within Ayala Group:

  • Independent Director of BPI Family Savings Bank, Inc., and BPI/MS Insurance Corporation

Other Non-Listed Companies/Organizations – outside Ayala Group:

  • Trustee of E. Zobel Foundation
  • Chairman of Alay Kapwa Kilusan Pangkalusugan and XPL Manitou Properties, Inc.
  • Vice Chairman of XPL MTJL Properties, Inc.

ANTONIO JOSE U. PERIQUET
Filipino, 59
Lead Independent Director

Date of Appointment
Director of Ayala Corporation since September 2010

Length of Service (As of 31 December 2020)

  • 10 years
  • 8 years as Independent Director (reckoned from 2012, in compliance with SEC Memorandum Circular No. 19, Series of 2016)
  • > 1 year as Lead Independent Director (appointed on December 3, 2020)

Academic/Professional Qualification

  • AB Economics from Ateneo de Manila University in 1982
  • Masters of Science in Economics at the Oxford University, UK in 1988
  • MBA at University of Virginia, USA in 1990
  • Director of DBP Insurance Brokerage from 2010 to 2012
  • Chairman of Deutsche Regis Partners from 1999 to August 2010
  • Awarded as Best Strategist from 2003 to 2010 and as Best Analyst in 2009 to 2010 by the Fund Managers Association of the Philippines
  • Honorary Investment Adviser to the British Government from 2016 to 2017

Present Directorship(s)/Position(s)
Other Publicly Listed Company – within Ayala Group:

  • Independent Director of the Bank of the Philippine Islands

Other Publicly Listed Companies – outside Ayala Group:

  • Independent Director of ABS-CBN Corporation, DMCI Holdings, The Max’s Group of Companies, Semirara Mining and Power Corporation and The Philippine Seven Corporation

Other Non-Listed Company – within Ayala Group:

  • Chairman of BPI Asset Management and Trust Corporation

Other Non-Listed Companies/Organizations – outside Ayala Group:

  • Chairman of Campden Hill Group, Inc.
  • Independent Director of Albizia ASEAN Tenggara Fund
  • Trustee of Lyceum of the Philippines University
  • Member of the Dean’s Global Advisory Council at the University of Virginia’s Darden School of Business

RIZALINA G. MANTARING
Filipino, 61
Independent Director

Date of Appointment
Director of Ayala Corporation since April 2020

Length of Service (As of 31 December 2020)
> 1 year

Academic/Professional Qualification

  • BS Electrical Engineering (with honors) from University of the Philippines in 1982
  • Masters of Science in Computer Science from State University of New York at Albany in 1993
  • Chairman of Sun Life Financial Philippine Holding Co. from 2018 to 2019
  • CEO of Sun Life Finance Philippines from 2009 to 2018
  • Recipient of the Asia Talent Management Award in the Asia Business Leaders Award by global business news network CNBC in 2017

Present Directorship(s)/Position(s)
Other Publicly Listed Company – within Ayala Group:

  • Independent Director of Ayala Land, Inc.

Other Publicly Listed Companies – outside Ayala Group:

  • Independent Director of First Philippine Holdings Corp., Inc., Phinma Corp. Inc. and Universal Robina Corporation

Other Non-Listed Companies/Organizations – outside Ayala Group:

  • Director of Sun Life Grepa Financial, Inc.
  • Independent Director of East Asia Computer Center, Inc. and Microventures Foundation, Inc.
  • Trustee of Makati Business Club and Philippine Business for Education

CEZAR P. CONSING
Filipino, 61
Executive Director

Date of Appointment
Director of Ayala Corporation since December 3, 2020

Length of Service (As of 31 December 2020)
> 1 year

Academic/Professional Qualification

  • A.B. (Accelerated Program) Economics (Magna cum Laude) from De La Salle University in 1979
  • M.A. Applied Economic from the University of Michigan, Ann Arbor in 1980
  • Senior Managing Director of Ayala Corporation and member of Ayala Group Management Committee since April 2013
  • Chairman of the National Reinsurance Corporation from 2018 to 2019
  • Independent Director of CIMB Group Holdings from 2006 to 2013 and First Gen Corporation from 2005 to 2013
  • Co-head of J.P. Morgan & Co’s investment banking business in Asia Pacific from 1997-2004 and President of J.P. Morgan Securities (Asia Pacific) Ltd. from 1999 – 2004
  • Partner at The Rohatyn Group from 2004-2013

Present Directorship(s)/Position(s)
Other Publicly Listed Company – within Ayala Group:

  • President and Chief Executive Officer of the Bank of the Philippine Islands

Other Publicly Listed Company – outside Ayala Group:

  • Independent Director of Jollibee Foods Corporation

Other Non-Listed Companies/Organizations – outside Ayala Group:

  • President of Bancnet, Inc.
  • Chairman of Philippine Dealing Systems Holdings Corp
  • Chairman and President of the Bankers Association of the Philippines
  • Director of Filgifts.com, The Rohatyn Group, Sqreem Technologies, Endeavor Philippines and US-Philippines Society
  • Trustee of Manila Golf Club Foundation and member of the Trilateral Commission

    Taking the helm of Ayala’s governance system is its Board of Directors, which has the over-all responsibility of promoting recognized best corporate governance practices. As evident in the company’s COVID-19 response, both internally and externally, the Board provides the tone from the top and ensures adherence to the core principles of fairness, responsibility, accountability and transparency. The Board exercises active oversight over management, promotes individual accountability and fosters a culture of trust, openness, and shared responsibility. A key consideration in the exercise of the Board’s powers and responsibilities is the best interest of the company, its shareholders and other stakeholders.

    The Board’s roles and responsibilities are formalized in its Charter found in the company website, including its responsibility of overseeing the business affairs and being accountable to the shareholders for the long-term performance of the company. To gain insights into each specific business area, it meets regularly and allots time to discuss strategic issues with the Ayala Group Management Committee.

    2020 Board Accomplishments

    1. The Board reviewed and affirmed the appropriateness of Ayala’s vision and mission statement.
    2. The Board reviewed and approved the group’s corporate strategy and performance objectives and monitored and oversaw their implementation.
    3. The Board also reviewed and ensured the adequacy of the company’s internal control mechanisms and risk management process for good governance, and the proper implementation of the Code of Conduct and Ethics.
    4. The Board reviewed and affirmed the true and fair representation of the annual financial statements, as it did for the financial statements for fiscal year 2019.
    5. The Board selected and appointed senior management and assessed their performance in accordance with the process and criteria set in the Corporate Governance and Nomination Committee Charter.

    BOARD COMPOSITION
    The Corporate Governance and Nomination Committee is tasked with annually reviewing and monitoring the structure, size, and composition of the Board to ensure the appropriate mix of directors to guide management in navigating the changing business environment and in facing market opportunities and challenges. Currently, the directors possess the right combination of background, skills, experience and expertise to meet the needs of the company and that is aligned with the company’s strategic direction. None of the directors have worked for Ayala’s external auditing firm within the three years immediately preceding the date of their election or appointment.

    Ayala’s Board at a Glance 

    • 7 Directors
    • Chairman: Jaime Augusto Zobel de Ayala
    • Vice-Chairman: Fernando Zobel de Ayala
    • Lead Independent Director: Xavier P. Loinaz/Antonio Jose U. Periquet●
    • Term of Office – 1 year
    • Independent directors owning more than 2% of outstanding capital stock – None (0)

    BOARD SKILLS MATRIX

    Directors as of December 31, 2020
    Industry Knowledge/Experience JAZA FZA DLL KM AUP RGM● CPC●
    Industry Experience – Conglomerate ■ ■ ■
    Industry Experience – Other Business Holdings ■ ■ ■ ■ ■ ■ ■
    Understanding of Business Environment ■ ■ ■ ■ ■ ■ ■
    Experience, Skills, Expertise
    Executive Leadership (CEO, CFO) ■ ■ ■ ■ ■ ■ ■
    Legal/Regulatory ■ ■ ■
    Risk Management ■ ■ ■
    International Expertise ■ ■ ■ ■ ■
    Finance ■ ■ ■
    Economics ■ ■ ■
    Engineering ■ ■
    Investment Banking ■ ■
    Corporate and Investment Strategy ■ ■ ■ ■ ■ ■ ■
    Corporate Governance ■ ■ ■ ■ ■ ■ ■
    Environmental and Social Initiatives ■ ■ ■ ■ ■ ■ ■
    Board Tenure
    Years 33 26 14 4 8● >1 >1
    Age
    Years 61 60 74 56 59 61 61

    Board Diversity Policy
    Ayala’s board diversity policy encourages the selection of an appropriate mix of competent and qualified directors. In determining the right composition of the Board, value is placed on diversity of business experience, expertise, skills, background, age, and gender. With respect to gender, the Board shall strive to be composed of at least 30 percent or two (2) female directors by 2025 as stated in its board diversity policy.

    In 2020, Ayala elected its first female director to the Board, Ms. Rizalina G. Mantaring.

    CHAIRMAN AND VICE CHAIRMAN
    The Chairman of the Board is Jaime Augusto Zobel de Ayala while the Vice-Chairman is Fernando Zobel de Ayala.

    The Chairman is responsible for leading and ensuring the effectiveness of the Board, facilitating discussions on key issues by encouraging constructive dialogue and active participation among the individual directors. The Chairman also guides and steers the Board in performing its oversight function, fostering a culture of agility and innovation necessary for the long-term success of the Corporation. In the absence of the Chairman, the Vice Chairman performs the duties of the Chairman.

    The company’s Board Charter as found in its website provides more detailed information on the responsibilities of the Chairman.

    The Chairman is also concurrently the CEO. Appropriate checks and balances are effectuated to avoid any potential or actual conflicts between the two positions. The company’s Corporate Governance Manual provides a clear delineation of the two functions that enables the Chairman and CEO to properly perform the two separate functions.

    NON-EXECUTIVE DIRECTORS AND INDEPENDENT DIRECTORS
    Non-executive directors (NEDs) and independent directors (IDs) foster the exercise of independent and objective judgement and safeguard the continuing soundness, effectiveness and adequacy of the company’s internal controls. NEDs and IDs make up more than 50 percent of the Board’s membership.

    Ayala prescribes a term limit of nine years for its IDs, in accordance with the rules set by the SEC. As of 2020, no independent director has served the company for more than nine years, reckoning from 2012, in compliance with SEC Memorandum Circular No. 19, Series of 2016.

    The company’s NEDs and IDs have periodic meetings without executive directors present. Chaired by the lead independent director, the non-executive and independent directors met on 15 December 2020 without the presence of any executive director. The Chief Finance Officer was invited as a resource person. They discussed the following matters: accountability of business managers relative to the proposed budgets of their projects and investments, as presented to the Finance Committee and the AC Board; the accountability of AC executives who are serving as officers of the subsidiaries to the Corporation’s Board and to the Boards of the subsidiaries; more formal involvement of the Board during crisis or other special situations; succession planning; and talent management.

    LEAD INDEPENDENT DIRECTOR
    Adopting recognized best corporate governance practice, a lead independent director is appointed since the Chairman is not an independent director. The lead independent director has a vital role in the Board by serving as an equalizer to the Chairman to assure a more open communication and objective discussion in the boardroom.

    As stated in the Board’s Charter, it is the lead independent director’s role, among others, to act as an intermediary between the Chairman of the Board and the other directors, when the need arises; to convene and lead the periodic meetings of NEDs and IDs with the external auditor and heads of internal audit, compliance and risk management, as needed; and contribute to the performance evaluation of the Chairman of the Board.

    The Board’s lead independent director was Xavier P. Loinaz until his resignation on December 3, 2020. Mr. Antonio Jose U. Periquet assumed the position and is currently the Board’s lead independent director.

    BOARD PERFORMANCE
    The challenges of the COVID-19 pandemic did little to forestall the Board in performing its functions and the directors remained dedicated in fulfilling their duties and responsibilities. Sufficient time and attention were devoted by the directors in performing their functions and in attending meetings. The calendar of activities for the Board and Committees, including the schedule of board meetings, are determined and approved, before the start of each financial year. The Board meets at least six times for each fiscal year. As provided in the company’s By-Laws, the presence of at least two-thirds of the number of directors constitutes a quorum for the transaction of corporate business.

    The Corporate Secretary monitors the board meeting schedule and ensures that adequate meeting materials with the necessary information are made available to the directors at least five working days before the scheduled meeting to provide the Board sufficient time to prepare and to arrive at well-informed decisions. The meeting materials give the Board critical information on relevant issues, current trends, challenges and opportunities that would significantly impact the Ayala group of companies. In addition to matters for the approval of the Board, the Board meeting agenda typically includes summaries of the company’s and group’s operations and financial performance; updates on business, technological developments and the regulatory environment; and reports of the different Board Committees.

    Independent and objective discussion during board meetings is the norm, where open communication is encouraged, and different views are respected. In compliance with company policy, board members abstain from participating in discussions on matters in which they have a potential or actual conflict of interest.

    The details of the Directors’ attendance and number of board meetings held in 2020 are shown in the table below. All the incumbent board members were present during the 2020 Annual Stockholders’ Meeting.

    BOARD AND BOARD COMMITTEE MEMBERSHIP AND ATTENDANCE

    STOCKHOLDERS, BOARD AND BOARD COMMITTEE MEETINGS
    For The Year Ended December 31, 2020
    DETAILS MEMBERSHIP AND ATTENDANCE
    STOCKHOLDERS & BOARDBOARD COMMITTEE
    MEETING AS BOD● NED & ID EC● FC● CGNC● AC● RMRPTC● PCC●
    NO. OF MEETINGS 1 6 1 x 11 6 4 2 2
    Jaime Augusto Zobel de Ayala
    Executive Director    		 C
    1/1    		 C
    6/6    		 – C M
    11/11    		 – – – –
    Fernando Zobel de Ayala
    Executive Director    		 –
    1/1    		 VC
    6/6    		 – M M
    11/11    		 – – – –
    Delfin L. Lazaro
    Non-Executive Director    		 –
    1/1    		 M
    6/6    		 M
    1/1    		 – C
    11/11    		 – – – M
    2/2
    Keiichi Matsunaga
    Non-Executive Director    		 –
    1/1    		 M
    6/6    		 M
    1/1    		 M M M
    4/4    		 M
    2/2    		 M
    2/2
    Cezar P. Consing ●
    Executive Director    		 –
    1/1    		 M
    1/1    		 M
    Xavier P. Loinaz ●
    Lead Independent Director    		 –
    1/1    		 M
    4/5    		 – – M
    4/5    		 C
    3/4    		 – –
    Antonio Jose U. Periquet ●
    Lead Independent Director    		 –
    1/1    		 M
    6/6    		 M
    1/1    		 – M
    11/11    		 C
    6/6    		 M C
    2/2    		 –
    Rizalina G. Mantaring ●
    Independent Director    		 –
    1/1    		 M
    4/4    		 M
    1/1    		 – M
    3/3    		 C
    3/3    		 M
    1/1    		 C
    Ramon R. Del Rosario, Jr. ●
    Independent Director    		 –
    1/1    		 M
    2/2    		 C
    3/3    		 M
    1/1    		 M
    1/1    		 C
    2/2
    AS Annual Stockholders
    BOD Board of Directors
    NED Non-Executive Director
    ID Independent Director
    EC Executive Committee
    FC Finance Committee
    CGNC Corporate Governance and
    Nomination Committee
    AC Audit Committee
    RMRPTC Risk Management and
    Related Party Transactions Committee
    PCC Personnel and Compensation Committee
    C Chairman
    VC Vice Chairman
    M Member

    Performance Assessment
    The Board conducts annually a formal assessment of the Board, its Committees and the individual members to review and evaluate their performance. The assessment also measures the effectiveness of the company’s board and governance practices and determines areas for improvement. From the results of the assessment, new methodologies are adopted to further strengthen the company’s corporate governance. 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 evalution
    conducted on Ayala’s Board
    of Directors.

    Aon plc’s evaluation was conducted through an evaluation questionnaire answered by each director. The evaluation criteria include: (1) Board Composition, (2) Board Roles, Functions and Processes, (3) Information Management, (4) Representation of Shareholders and ESG Factors, (5) Managing Company’s Performance, (6) Senior Executive’s Talent Management and Succession Planning, (7) Dynamics and relationships, and (8) 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. The results of the assessment was reported by Aon plc to the Board in the meeting following the completion of the evaluation process.

    TRAINING OF DIRECTORS
    Ayala places emphasis on continuous director development and allots an annual budget for relevant training and professional development programs, courses and seminars. Directors are encouraged to assess their training and developmental needs, which the company supports and aims to address.

    The company has a training policy that all directors should annually attend at least a four-hour training on corporate governance. In addition, all new directors are required to undergo at a minimum an eight-hour orientation program on the company’s business and structure, vision and mission, business strategy, Governance Codes and Policies, Articles, By-Laws, Corporate Governance Manual, Board and Committee Charters, SEC-mandated topics on governance matters and other subjects essential for the effective performance of their duties and responsibilities. It is the Chief Compliance Officer’s responsibility to ensure that each director has underdone the necessary trainings for the year.

    As a group-wide initiative, a Corporate Governance and Risk Management Summit has been held annually since 2014. The summit serves as a continuing education program for the Board, CEOs, and senior management, promotes the importance of strengthening corporate governance structures, and provides a venue for collaboration. In 2020, the first virtual and the second Integrated Corporate Governance, Risk Management and Sustainability Summit with the theme “The Board’s Agenda: The Business of Building Back Better” was held on November 10, 2020. The Summit’s theme and sessions were intended to direct the participants to move towards building a better, resilient and more sustainable future in light of the COVID-19 pandemic, which has highlighted the importance of integrating the three disciplines.

    All of the company’s directors and senior management met the SEC requirement for an annual corporate governance (CG) training in 2020. The trainings attended were the Integrated Corporate Governance, Risk Management and Sustainability Summit and attendance in other CG trainings administered by either the Institute of Corporate Directors (ICD) or SGV & Co.

    For the past seven years, Ayala has partnered with the ICD and continuously supported its advocacy to promote professional directorship in line with global principles.

    DIRECTOR COMPENSATION
    The Personnel and Compensation Committee is tasked with recommending to the Board the remuneration packages for directors. The Committee ensures that compensation is consistent with the company’s culture, strategy, and control environment, and is aligned with the long-term interests of the company and its stakeholders. Stockholders approve the total remuneration or changes thereto during the annual stockholders’ meeting.

    Executive Directors Remuneration
    Ayala’s executive directors, Jaime Augusto Zobel de Ayala and Fernando Zobel de Ayala, who are the company’s CEO and COO, respectively, do not receive remuneration for attending Board meetings and the fixed retainer fee for directors.

    Non-Executive and Independent Directors Remuneration
    Director fees are given only to the company’s NEDs and IDs. The current remuneration framework adopted by the company for the NEDs and IDs consists of a fixed retainer fee and meeting fees.

    FEE STRUCTURE RETAINER FEE FOR BOARD FOR COMMITTEES
    Non- Executive and
    Independent Directors
    		 ₱3 million per annum ₱0.2 million per meeting attended ₱0.1 million per meeting attended

    In 2020, the following NEDs and IDs received gross remuneration as follows:

    NON-EXECUTIVE AND INDEPENDENT DIRECTORS RETAINER FEE MEETINGS’ ATTENDANCE FEES GROSS REMUNERATION
    Ramon R. Del Rosario, Jr. – ₱1,100,000 ₱1,100,000
    Delfin L. Lazaro ₱3,000,000 ₱2,600,000 ₱5,600,000
    Xavier P. Loinaz ₱3,000,000 ₱1,500,000 ₱4,500,000
    Keiichi Matsunaga ₱3,000,000 ₱2,100,000 ₱5,100,000
    Rizalina G. Mantaring● ₱3,000,000 ₱1,600,000 ₱4,600,000
    Antonio Jose U. Periquet ₱3,000,000 ₱3,200,000 ₱6,200,000
    TOTAL ₱15,000,000 ₱12,100,000 ₱27,100,000

    None of the NEDs and IDs receive compensation from Ayala for services other than those provided as a director. They are not entitled to stock options and performance bonuses from the company.

    BOARD COMMITTEES
    The Board Committees aid in promoting good corporate governance by allowing the Board to optimally perform its roles and responsibilities. Each Board Committee focuses on specific delegated functions and allows the directors to use their time more efficiently. The roles and responsibilities are defined in their respective Committee Charters duly approved by the Board, which are available on the company’s website. Each Committee’s composition and attendance details can be found in the table on Board and Board Committee Membership and Attendance.

    Executive Committee
    The Executive Committee is authorized to exercise powers and perform duties within the competence of the Board, as may have been delegated to it by the Board, in the intervening period between scheduled board meetings. It acts by majority vote of all its members.

    Executive Committee report

    Finance Committee
    The Finance Committee oversees the company’s financial policy and strategy, including capital structure, dividend policy and capital allocation decisions. The Committee discussed, deliberated on and approved various transactions in 2020.

    Finance Committee report

    Corporate Governance and Nomination Committee
    The Corporate Governance and Nomination Committee is tasked with directing the implementation of the company’s corporate governance policies and practices. This includes the review of the succession plans for directors and senior executives and the adoption of an effective Board process in the nomination, election, or replacement of Board members. The Committee strives to maintain a suitable number of independent directors and to ensure a Board composition that allows it to effectively exercise its decision-making powers.

    It is the Committees role to recommend to the Board for nomination and election qualified individuals based on established criteria to ensure proper competencies and sufficient diversity in the Board as well as alignment with the company’s vision, mission, strategic directions, its By-Laws, Revised Manual of Corporate Governance, and the rules of the SEC. Recommendations are done annually and as necessary (i.e. upon vacancy of position or when additional directors are required). For this purpose, the Committee may make use of professional search firms or other external sources of candidates to search for qualified candidates to the Board.

    Corporate Governance and Nomination Committee report

    Audit Committee
    The Audit Committee has oversight responsibility over matters relating to the integrity of the of the company’s financial statements and financial reporting process, the effectiveness of the internal control system, the robustness of the internal and external audit process, the performance of the internal audit function, and the company’s compliance with applicable legal and regulatory requirements.

    Audit Committee report

    Risk Management and Related Party Transactions Committee
    The Risk Management and Related Party Transactions Committee provides assistance to the Board in performing its oversight responsibilities relating to the company’s enterprise risk management system, including ensuring active management oversight of sustainability efforts and climate-related risks and opportunities. Further, the Committee ensures that management maintains a sound risk management framework and internal control system to mitigate material risk exposures identified by the company. Another responsibility of the Committee is to review all material RPTs for endorsement to the Board to ensure that these are at arm’s length, and the terms and conditions are fair and will inure to the best interest of the company and its subsidiaries or affiliates and the shareholders.

    Risk Management and RPT Committee report

    Personnel and Compensation Committee
    The Personnel and Compensation Committee has the duty of establishing a formal and transparent procedure for the development of an executive remuneration policy and of fixing the remuneration packages of corporate officers and directors. The Committee ensures that compensation is aligned with the long-term interests of the company and its stakeholders, and is consistent with the company’s culture, strategy, and control environment, while remaining competitive against the market. The Committee is guided by the objective of ensuring that the level of compensation should fairly pay for the work required, considering the company’s size and scope.

    Personnel and Compensation Committee report