Board Duties and Responsibilities
The Board is the supreme authority on matters of governance and in managing the business of the Corporation. It shall be the Board’s responsibility to promote and adhere to the principles and best practices of corporate governance and to foster the long-term success of the Corporation and secure its sustained competitiveness in the global environment in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Corporation, its shareholders and other stakeholders.
To ensure good governance of the corporation, the Board should establish the vision and mission and strategic objectives and key policies and procedures for management of the Corporation, as well as the mechanism for monitoring and evaluating Management’s performance.
The Board shall have the following duties, powers and attributes, in addition to those assigned to it by the Corporation Code or other applicable law and the By-Laws which are not set forth herein:
(a) Determine the period, manner and conditions under which the Corporation shall engage in the kinds of business comprised in the second Article of the Articles of Incorporation;
(b) Review the Vision and Mission statement of Corporation every year;
(c) Determine the manner in which the capital shall be invested, subject to the provisions of the Articles of Incorporation and By-Laws
(d) Make rules for the internal regulation of the Corporation;
(e) Create committees and other bodies it may deem advantageous or necessary in running the affairs of the Corporation; appoint advisory directors who can participate in Board deliberations but whose functions shall strictly be advisory and are non-voting; appoint Executive Vice-Presidents, Senior Vice-Presidents, Vice-Presidents and Assistant Vice-Presidents, who need not necessarily be members of the Board, Attorney’s-in-Fact, Managers, Assistant Managers, Assistant Secretaries and Legal Counsel for the Corporation, Members of the Proxy Validation Committee, and fix their duties and powers;
(f) Determine the creation of branches, agencies, office departments of any class, under the conditions it may deem convenient;
(g) Decide as to the safekeeping of the funds of the Corporation, open current accounts, fixed deposit accounts and savings accounts with any bank authorized to operate in the Philippines and/or abroad;
(h) Approve the budgets and general expense accounts of the Corporation each year;
(i) Fix annually the percentage to be written off on all capital expenditures of the Corporation such as buildings, furniture and fixtures, etc.and determine the distribution of profits and dividends;
(j) Submit annually to the regular general meeting of stockholders the Balance Sheet, Income Statement and Annual Report on the condition of the Corporation;
(k) Call special meetings;
(l) Authorize any other person or persons it may deem fit to purchase, sell or mortgage the real or personal properties of the Corporation;
(m)Authorize any other person or persons it may deem fit to cancel mortgages or pledges executed as securities for loans and bonds when the mortgages have been repaid to the Corporation and when the bonds have been cancelled;
(n) Determine the time and manner of issuance of unissued stocks of the Corporation;
(o) Fix the budget of administration expenses;
(p) Determine the manner and conditions under which employees of the Corporation shall be granted pensions, retirement gratuity or life insurance protection;
(q) Institute, maintain, defend, compromise or drop any litigation in which the Corporation or its officers may be interested in as plaintiff or Corporation and grant extension of time for the payment or settlement of any indebtedness in favor of the Corporation;
(r) Settle any doubts that may arise relative to the interpretation of the Corporation’s By-Laws and supply any omissions, reporting thereon to the stockholders’ general meeting for such action as it may see fit to take;
(s) Conduct an annual assessment of the performance of the Board, its individual members, its committees, the President and CEO, and its other key officials; adopt a clear procedure and criteria to be used for the performance assessment; and engage an external consultant to facilitate the Board assessment at least once every three (3) years;
(t) Ensure that all directors, executives and employees adhere to the Corporation’s Code of Ethics;
(u) Obtain a regular update from the Corporation’s Management Committee on any issuesconcerning the Corporation’s strategy, risk management and compliance; and the status of the implementation of the Corporation’s strategy including variances from the approved plans and targets;
(v) Based on the report by the Audit Committee, and with the help of independent directors, approve the financial statements of the Corporation;
(w) Approve the annual plans and budget of the Corporation, as well as the corresponding investments and personnel movements;
(x) Approve individual transactions or projects that are worth at least one billion pesos.
Chairman, Vice Chairman and President and CEO
The roles of the Chairman and the Chief Executive Officer (CEO) are separate to ensure Board independence from management, an appropriate balance of power and increased accountability. Of the nine members of the Board, only the President and CEO is an executive director. The rest are non-executive directors who are neither officers nor consultants of the Company.
The Chairman of the Board is Mr. Fernando Zobel de Ayala who assumed the position in April 1999.
The Chairman of the Board shall act as the legal representative of the Corporation and has powers:
i. To execute the resolutions of the stockholders’ General meetings and of the Board;
ii. To sign, in accordance with said resolutions, such contracts, instruments and powers of attorney as may be necessary;
iii. To represent the Corporation and vote at the stockholders’ meetings or designate proxy on all stocks owned by the Corporation in other corporations or companies;
The Chairman of the Board shall receive such remuneration as may be fixed by the Board each year, aside from that which each director may be entitled to receive. The Chairman of the Board shall chair all Board meetings, or may assign his alternate in cases when he or she is not available. The Chairman of the Board shall ensure that each director is allowed to freely express his opinions aboutany matter being discussed.
The Vice Chairman is Mr. Jaime Augusto Zobel de Ayala and has served as Director and member of the Executive Committee since June 1988.
The President and CEO is Mr. Bernard Vincent O. Dy who assumed the position in April 2014.
Each independent director holds no interest and relationship with the Corporation that may hinder his or her independence from the Corporation or management or interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. Independent directors submit to the Corporate Secretary a letter of confirmation stating that he or she holds no interests affiliated with the Corporation,management or controlling shareholder at the time of his or her election or re-election as a director. Moreover, for purposes of compliance with the legal requirement on independent directors,
(a) Officers, executives and employees of the Corporation may be elected as directors but cannot and shall not be characterized as independent directors;
(b) If a director elected or appointed as an independent director subsequently becomes an officer or employee of the Corporation, the Corporation shall forthwith cease to consider him or her as an independent director;
(c) If the beneficial security ownership of an independent director in the Corporation or in its related companies exceeds two (2) percent, the Corporation shall forthwith cease to consider him or her as an independent director until the beneficial security ownership of the director is reduced to two (2) percent or lower; and
(d) Independent directors are not entitled to receive options, performance shares and bonuses except pursuant to a resolution approved by stockholders owning at least a majority of outstanding capital stock.
The Corporation shall, as appropriate, provide each independent director with technical support staff to assist him or her in performing his duties.
An independent director may, when necessary, also request and receive support from executives, employees or outside professionals such as auditors, advisers and counsel to perform his or her duties. The Corporation shall cover the reasonable expenses in providing such support. As a company listed in the PSE, Ayala Land exceeds the regulatory requirement of having at least two independent directors on the Board. Ayala Land has three independent directors equivalent to thirty three (33) percent of the nine-man board.
Policy on Multiple Board Seats
The Corporation shall ensure that adequate time and attention is given to the fulfillment of each directors’ duties. Independent directors shall hold no more than five (5) board seats in any group of publicly-listed companies and executive directors shall hold no more than two (2) board seats in listed companies outside the Corporation’s group.