2015 Annual Stockholders' Meeting, Makati City

Board Attendance in Meetings

In accordance with the Manual, all the members of the Board attended at least fifty percent of the Board meetings held in 2015.  A total of seven meetings were held by the Board in 2015, as follows:

  • a regular meeting on February 20, 2015;
  • a special meeting on March 17, 2015;
  • an organizational meeting on April 7, 2015;
  • a meeting of the Non-Executive Directors on April 7, 2015; and
  • regular meetings on June 9, 2015, August 11, 2015 and November 26, 2015.

Mr. Gerardo C. Ablaza Jr., the sole executive director, was not required to attend the meeting of the non-executive directors.

During the 2015 Annual Stockholders’ Meeting held on April 7, 2015 at Fairmont Makati in Makati City, the Chairman of the Board of Directors, President and CEO of the Company, and the Chairman of the Audit and Governance Committee along with all the other directors and executive officers of the Company, were in complete attendance.

Quorum

Under the Charter of the Board, at least 2/3 of the members of Board (as fixed in the Articles of Incorporation) shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except:

  • as may have been provided in contracts binding on the Company; and
  • for the election of officers which shall require the vote of a majority of all the members of the Board.

In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is obtained.

On the other hand, unless otherwise provided by law or regulations, all regular or special meetings of stockholders, the attendance of the stockholders constituting at least a majority of the outstanding voting capital stock of the Company must be present in person or by proxy, in order to constitute a quorum.

 

Generally, the affirmative vote of the stockholders constituting at least a majority of the outstanding voting capital stock of the Company shall be necessary to approve matters requiring stockholders’ action. However, for the following corporate acts and measures, stockholders constituting at least two thirds of the outstanding capital stock of the Company must be present in person or by proxy:

  1. Amendment of the Articles of Incorporation
  2. Adoption and/or amendment of the By-Laws
  3. Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate property
  4. Incurring, creating or increasing bonded indebtedness  
  5. Increase or decrease of capital stock
  6. Merger or consolidation of the Company with another company
  7. Investment of corporate funds in another corporation or business for any purpose other than the primary purpose for which it was organized  
  8. Dissolution of the corporation
Board Committees and its Members Meeting Attended/Held
Executive
     Fernando Zobel de Ayala (Chairman) 3/3
     Gerardo C. Ablaza, Jr. 3/3
     Antonino T. Aquino 2/3
     John Eric T. Francia 3/3
     Sherisa P. Nuesa (ID) 3/3
Audit and Governance
     Oscar S. Reyes (Chairman)(ID) 5/5
     Jose L. Cuisia, Jr. (ID) 4/5
     Jaime C. Laya (ID) 4/5
    Victoria P. Garchitorena 5/5
Nomination
    Jose L. Cuisia, Jr. (Chairman)(ID) 2/2
    Jaime Augusto Zobel de Ayala 2/2
    Jaime C. Laya (ID) 2/2
    Oscar S. Reyes (ID) 2/2
Remuneration
    Oscar S. Reyes (Chairman)(ID) 2/2
    Fernando Zobel de Ayala 2/2
    Jose L. Cuisia, Jr. (ID) 2/2
    Sherisa P. Nuesa (ID) 2/2
Risk
    Jaime C. Laya (Chairman)(ID) 1/1
    Oscar S. Reyes (ID) 1/1
    Jose L. Cuisia, Jr. (ID) 1/1
    Victoria P. Garchitorena 1/1
Related Party Transactions
    Oscar S. Reyes (Chairman)(ID) 2/2
    Jaime C. Laya (ID) 2/2
    Jose L. Cuisa, Jr. (ID) 2/2
Committee of Inspectors of Ballots and Proxies
    Xerxes Noel O. Ordanez, Department Head of Internal Audit (Chairman) 1/1
    Jhoel P. Raquedan, Chief Legal Counsel 1/1
    Representative of External Auditor 1/1

ID: Independent Director