Meetings
Board meetings are scheduled before the start of the financial year, usually approved by the Board of Directors during their last meeting of each year. The schedule is posted under the Corporate Governance (CG) section of our company website. Committee meetings are scheduled by the respective committees. Consultation with, reports from, and discussion with Management on specific financial and operational matters take place as needed. In accordance with CG best practice and our Manual of Corporate Governance, the Board receives board documents and materials containing reports on Globe’s strategic, operational, and financial performance, and other regulatory and relevant matters, at least seven (7) business days in advance of Board meetings.
Attendance
In 2022, the Board of Directors had a total of seven Board meetings. Attendance of each director in Board meetings held in 2022 is enumerated below. The average rate of attendance of the Board of Directors, including independent directors, was ninety-nine percent (99%) in 2022, which is more than compliant with the SEC’s minimum attendance requirement of fifty percent (50%).
The Non-Executive Directors (NEDs) also meet separately during the year without any executives present. The NEDs held their meeting in December 2022, which was led by Mr. Rex Ma. A. Mendoza, the lead ID. All NEDs were present at the meeting. Among the agenda items covered during the meeting were updates on talent management and structure.
Directors | No. of Meetings Attended/Held* | Percent Present |
|---|---|---|
Jaime Augusto Zobel de Ayala | 7/7 | 100% |
Lew Yoong Keong, Allen | 6/7 | 86% |
Fernando Zobel de Ayala1 | 5/5 | 100% |
Jaime Alfonzo Antonio Zobel de Ayala2 | 2/2 | 100% |
Ng Kuo Pin | 7/7 | 100% |
Ernest L. Cu | 7/7 | 100% |
Delfin L. Lazaro | 7/7 | 100% |
Romeo L. Bernardo | 7/7 | 100% |
Cezar P. Consing | 7/7 | 100% |
Rex Ma. A. Mendoza | 7/7 | 100% |
Saw Phaik Hwa | 7/7 | 100% |
Cirilo P. Noel | 7/7 | 100% |
*Represents Board meetings held in 2022 and during the incumbency of the director.
1Mr. Fernando Zobel de Ayala tendered his resignation as member and Co-Vice Chairman of the Board of Directors effective immediately, as stated in a disclosure dated September 12, 2022.
2Mr. Jaime Alfonzo Antonio Zobel de Ayala was elected Director, effective November 11, 2022.
Discussions with independent views during meetings are encouraged, given due consideration and properly documented through the minutes of meetings.
The Board has access to the Corporate Secretary who, among his duties and responsibilities, acts as the adviser to directors regarding their responsibilities and obligations, and oversees the flow of information prior to meetings. The Board is also assisted by the Chief Compliance Officer to ensure regulatory compliance and sustain engagement on CG-related matters, among other duties and responsibilities.
OTHER INFORMATION
BOARD OF DIRECTORS
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Jaime Augusto Zobel de Ayala Chairman, Non-Executive Director
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Tan Mee Ling Aileen Co-Vice Chair, Non-Executive Director
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Cezar P. Consing Co-Vice Chair, Non-Executive Director
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Ernest L. Cu Executive Director, President and Chief Executive Officer
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Jaime Alfonso Antonio Zobel de Ayala Non-Executive Director
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Delfin L. Lazaro Non-Executive Director
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Ng Kuo Pin Non-Executive Director
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Natividad N. Alejo Non-Executive and Independent Director
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Ramon L. Jocson Non-Executive and Independent Director
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Antonio Jose U. Periquet, Jr. Non-Executive and Independent Director
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Cirilo P. Noel Non-Executive and Lead Independent Director
