Board Committees

 

The Board may create committees as it deems necessary, in accordance with our By-Laws and MCG, to support it in the performance of its functions and to aid in CG. Currently, there are five Board Committees whose members were appointed at the organizational meeting held after our most recent Annual Stockholders’ Meeting on April 18, 2017. Proper disclosure of the same is performed and made available on the same day through the Annual Stockholders’ Meeting page of our website.

 

Changes in the composition of members and names of board committees were effected in May 2017 to further our thrust for a strong CG culture and in compliance with the Securities and Exchange Commission’s Code of Corporate Governance for Publicly-Listed Companies. Proper disclosure of the same to pertinent regulators was also completed. All the committees have their own charters that are aligned with the objectives and responsibilities of each committee. Risk management is a responsibility shared by all Board Committees. Therefore, each Committee is responsible for identifying and addressing risk areas and factors that are relevant to the duties, functions, and objectives of the respective Committee. The roles of each Committee are explained in our Annual and Sustainability Report (page 106), Annual Corporate Governance Report and in each Committee Charter. The Committee Charters are also posted in our company website as seen below:

 

Executive Committee Charter of the Executive Committee
Jaime Augusto Zobel de Ayala Chairman
Lang Tao Yih, Arthur Member
Jose Teodoro K. Limcaoco Member
Ernest L. Cu Member
Samba Natarajan Member
Nomination and Governance Committee Charter of the Nomination and Governance Committee
Rex Ma. A. Mendoza Chairman (ID)
Manuel A. Pacis Member (ID – Lead ID)
Saw Phaik Hwa Member (ID)
Compensation and Remuneration Committee Charter of the Compensation and Remuneration Committee
Rex Ma. A. Mendoza Chairman (ID)
Fernando Zobel de Ayala Member
Lang Tao Yih, Arthur Member
Manuel A. Pacis Member (ID – Lead ID)
Saw Phaik Hwa Member (ID)
Audit and Related Party Transactions Committee Charter of the Audit and Related Party Transactions Committee
Manuel A. Pacis Chairman (ID – Lead ID)
Saw Phaik Hwa Member (ID)
Rex Ma. A. Mendoza Member (ID)
Romeo L. Bernardo Member
Finance Committee Charter of the Finance Committee
Delfin L. Lazaro Chairman
Romeo L. Bernardo Member
Fernando Zobel de Ayala Member
Samba Natarajan Member
Notes:
- “(ID)” refers to Independent Director
- All directors are non-executive directors except for Mr. Cu

 

Board Committee Attendance

The attendance of each director to his/her respective committee/s held in 2016 is identified below:

TOTAL MEETINGS BOARD COMMITTEE MEMBERS PRESENT ABSENT
10 Executive
Jaime Augusto Zobel de Ayala 10 -
Mark Chong Chin Kok 10 -
Jose Teodoro K. Limcaoco1 7 -
Ernest L. Cu 10 -
Samba Natarajan 10 -
Gerardo C. Ablaza, Jr.2 1 -
5 Audit
Manuel A. Pacis 5 -
Saw Phaik Hwa 5 -
Rex Ma. A. Mendoza 5 -
2 Compensation and Remuneration
Rex Ma. A. Mendoza 2 -
Fernando Zobel de Ayala 2 -
Mark Chong Chin Kok 2 -
Romeo L. Bernardo 1 1
2 Nomination Committee
Rex Ma. A. Mendoza 2 -
Manuel A. Pacis 1 -
Saw Phaik Hwa 1 -
Mark Chong Chin Kok3 1 -
Romeo L. Bernardo3 1 -
Gerardo C. Ablaza, Jr.2 1 -
11 Finance Committee
Delfin L. Lazaro 8 3
Romeo L. Bernardo 10 1
Fernando Zobel de Ayala 10 1
Samba Natarajan 11 -


1Mr. Limcaoco was elected Director on 13 April 2016.
2Mr. Ablaza was a Director until 13 April 2016.
3Mr. Chong Chin Kok and Mr. Bernardo were members of the Nomination Committee until 13 April 2016, who were replaced by Mr. Pacis and Ms. Saw thereafter.

 

Board of Directors

  • Jaime Augusto Zobel de Ayala

    CHAIRMAN

  • Fernando Zobel de Ayala

    CO-VICE CHAIRMAN

  • Lang Tao Yih, Arthur

    CO-VICE CHAIRMAN

  • Ernest L. Cu

    DIRECTOR, PRESIDENT AND CEO

  • Delfin L. Lazaro

    DIRECTOR

  • Samba Natarajan

    DIRECTOR

  • Romeo L. Bernardo

    DIRECTOR

  • Jose Teodoro K. Limcaoco

    DIRECTOR

  • Rex Ma. A. Mendoza

    INDEPENDENT DIRECTOR

  • Manuel A. Pacis

    INDEPENDENT DIRECTOR

  • Saw Phaik Hwa

    INDEPENDENT DIRECTOR

Committed to Creating More Value for Shareholders