The Board determines a level of remuneration for directors that shall be sufficient to attract and retain directors, and compensate them for attendance at meetings of the Board and Board Committees and their performance of numerous responsibilities a Board member. The Remuneration Committee is responsible for recommending to the Board the fees and other compensation for directors. In fulfilling this duty, the Remuneration Committee is guided by the objective of ensuring that the proposed compensation should fairly pay directors for work required of the Company’s size and scope.
In a special meeting held on April 11, 2011, the Board approved an increase in the Board remuneration. The approved remuneration for the members of the Board consists of a fixed annual retainer fee of ₱500,000, ₱200,000 for each meeting of the Board actually attended, and ₱50,000 for each Committee meeting actually attended. This Board remuneration structure was approved by the stockholders in its annual stockholders’ meeting of even date, and has not been modified since then. In the same annual meeting held on April 11, 2011, the stockholders approved the amendment of the By-Laws, giving the Board of Directors the authority to determine the amount, form, and structure of the fees and other compensation of the directors.
The table below summarizes the total compensation/remuneration received by and/or to be paid to the directors for 2015 as members of the Board of Directors of the Company:
2015 BOARD OF DIRECTORS’ ATTENDANCE AND REMUNERATION
|Name||Attendance||Remuneration (in Pesos)|
|Meetings Attended/Held||Percentage||Fixed Retainer||ASM and Board Meetings**||Committee Meetings**||Total|
|Fernando Zobel de Ayala***||7/7||100%||500,000||1,400,000||200,000||2,100,000|
|Jaime Augusto Zobel de Ayala***||7/7||100%||500,000||1,400,000||100,000||2,000,000|
|Gerardo C. Ablaza, Jr.***||6/6*||100%||500,000||1,400,000||150,000||2,050,000|
|Antonino T. Aquino||7/7||100%||500,000||1,400,000||100,000||2,000,000|
|Jose L. Cuisia, Jr.||7/7||100%||500,000||1,400,000||550,000||2,450,000|
|John Eric T. Francia***||7/7||100%||500,000||1,400,000||150,000||2,050,000|
|Victoria P. Garchitorena||7/7||100%||500,000||1,400,000||300,000||2,200,000|
|Jaime C. Laya||7/7||100%||500,000||1,400,000||450,000||2,350,000|
|Delfin L. Lazaro***||6/7||86%||500,000||1,200,000||-||1,700,000|
|Sherisa P. Nuesa||7/7||100%||500,000||1,400,000||250,000||2,150,000|
|Oscar S. Reyes||7/7||100%||500,000||1,400,000||600,000||2,500,000|
* Mr. Ablaza is not required to attend the meeting of the Non-Executive Directors.
** Amounts (in Pesos) are tax-inclusive.
*** Board remuneration of Messrs. Fernando Zobel de Ayala, Jaime Augusto Zobel de Ayala, Gerardo C. Ablaza Jr., John Eric T. Francia and Delfin L. Lazaro were paid directly to Ayala Corporation.