here - Ayala

Globe 2012 annual report
corporate governance
Key Officers and Consultants
Board Performance
Alberto M. de Larrazabal
Carmina J. Herbosa
Chief Financial Officer and Treasurer
Head, Internal Audit
The ASM is held annually wherein shareholders have the opportunity to raise questions and clarify issues relevant to the
Company. The Board members, President and CEO together with the external auditors are in attendance. Queries raised during
the meeting are addressed and swiftly handled.
In 2012, a total of 7 meetings were held including the ASM. The attendance of each board member is enumerated below:
Chee Loo Fun
Gil B. Genio
Henry Rhoel R. Aguda
Marisalve Ciocson-Co
Senior Adviser for Consumer Marketing
Head, Business & International Markets and Corporate Strategy and
Business Development
President, Innove Communications, Inc.
Head, Information Systems Group
Chief Information Officer
Compliance Officer and Assistant Corporate Secretary
Board Member
Jaime Augusto Zobel de Ayala
Gerardo C. Ablaza Jr.
Hui Weng Cheong
Meetings
Attended
6
6
8
2011 2012
Meetings
held
8
8
8
Percent
Present
75%
75%
100%
Meetings
Attended
6
7
7
Meetings
held
7
7
7
Percent
Present
86%
100%
100%
Peter Bithos
Bernard P. Llamzon
Advisor for the Consumer Customer Facing Unit
Head, Consumer Sales
Delfin L. Lazaro
Tay Soo Meng
Ernest L. Cu
7
8
7
8
8
8
88%
100%
88%
7
6
7
7
7
7
100%
86%
100%
Rebecca V. Eclipse
Renato M. Jiao
Head, Office of Strategy Management
Head, Human Resources
Fernando Zobel de Ayala
Romeo L. Bernardo
Roberto F. de Ocampo 1
7
8
3
8
8
3
88%
100%
100%
5
7
-
7
7
-
71%
100%
-
Robert Tan
Rodolfo A. Salalima
Chief Technical Adviser
Chief Legal Counsel and Senior Advisor
Manuel A. Pacis 2
Xavier P. Loinaz
Guillermo D. Luchangco
6
8
8
6
8
8
100%
100%
100%
7
7
6
7
7
7
100%
100%
86%
Solomon M. Hermosura
Vicente Froilan M. Castelo
Board Remuneration
Corporate Secretary
Head, Corporate and Legal Services Group
1
Mr. de Ocampo served as Director until April 12, 2011
2
Mr. Pacis was elected as an Independent Director on April 12, 2011.
The Board is provided board documents prior to meetings. These contain the reports on the Company’s strategic, operational
and financial performance and other regulatory matters. The Corporate Secretary serves as adviser to the directors on their
responsibilities and obligations and functions to oversee the flow of information prior to meetings as well. The Board may also
clarify with the management the matters concerning items submitted during the meeting for their consideration.
An annual self-assessment is conducted to be able to ensure the effectiveness of processes and identify areas for
improvement. Every last meeting of the year, an executive session takes place to evaluate and discuss various matters
concerning the Board. This includes evaluating Company performance and its management team.
The Board member’s remuneration is set at an optimum level to attract and retain high caliber directors to continue delivering
their services effectively. In accordance with the Company’s By-Laws, the Board members shall receive, pursuant to a resolution
of the stockholders, fees and other compensation for their services as directors and members of committees of the Board of
Directors. As approved by the shareholders during the ASM held on April 1, 2003, the Board members shall receive a per diem
of ₱100,000 per board or committee meeting. The remuneration is a form of recognition for the responsibilities of the Board for
delivering high standard services for continuous growth of the Company.
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