For an effective Board composition, the selection of Members of the Board is based on the following qualifications: (i) ownership of at least one (1) share of stock of AEV in compliance with the Corporation Code of the Philippines; (ii) university education or sufficient experience in managing the business, in lieu of a college education, (iii) at least twenty one (21) years old; (iv) proven to possess integrity and probity; (v) no conflict of interest; (vi) able to devote his time in fulfilling his duties and responsibilities as Director; (vii) practical understanding of the businesses of the Company; (viii) membership in good standing in relevant industry, business or professional organizations; and (ix) previous business experience.
Three out of the nine directors of the Company’s Board of Directors, or thirty three percent (33%), are Independent Directors. This is more than the requirement under the law, requiring covered companies to have Independent Directors constituting at least two or twenty percent (20%) of the members of the Board, whichever is lesser.
For a full discussion on the process of election of the members of the Board of Directors, their roles and responsibilities, refer to the Company’s Article of Incorporation and By-Laws, Guidelines for the Constitution of the Nomination Committee and the Election of Independent Directors, the Full Corporate Governance Report and the Manual of Corporate Governance.
At the 2018 ASM, shareholders elected the following Board members for the 2018-2019 term:
At the 2017 ASM, shareholders elected the following Board members for the 2017-2018 term:
The Company’s Board Committees consist of the following: Board Audit Committee, Board Risk and Reputation Management Committee, Board Corporate Governance Committee, Board Related Party Transactions Committee and Executive Committee.
Members of the Board Committees are the duly elected directors of the Company’s Board of Directors as regular members assisted by key officers of the Company on ex-officio basis. These Board Committees hold meetings at least every quarter to ensure that sound strategies for the Company’s development are reviewed, monitored and achieved.
Board Corporate Governance Committee
The Board Corporate Governance Committee provides information and recommendations necessary for making good governance decisions. The Board’s ability to make decisions with governance impact is supported by the work of the Board Corporate Governance Committee. The Board Corporate Governance Committee assists the Board but does not pre-empt any board responsibilities in making final decisions on corporate governance, nomination and compensation matters.
In performing its duties, the Board Corporate Governance Committee maintains effective working relationships with the Board and the Group’s senior leadership to enable it to perform its role effectively. Each Committee member strives to obtain an understanding of the detailed responsibilities of Committee members as well as the Group’s businesses and operating environment. The Committee is expected to contribute to the management of the Group’s affairs through good governance practices for the overall interests of the stakeholders.
Below are the members of the Board Corporate Governance Committee for 2017-2018:
Board Audit Committee
The Board Audit Committee represents the Board on all audit-related matters of the Company’s group companies. Its work focuses on the optimization of effective financial management, as well as compliance with regulatory reporting requirements for all business units. The Company recreated its internal audit group into the Group Internal Audit and is overseen by the Board through the Board Audit Committee. Click here for a copy of the Internal Audit Charter.
The Board Audit Committee oversees the function of the Group Internal Audit in maintaining a comprehensive enterprise-wide compliance program and a robust and institutionalized quality service platform for the Company’s internal audit functions that are annually reviewed. The Board Audit Committee, in conjunction with the Group Internal Audit, performs the following functions: reviews and approves non-audit services conducted by the external auditor sand corresponding fees, assesses and recommends the external auditor on behalf of the Board to ensure a selection of credible, competent, external auditor with the ability to understand the complexity of the entire range of the transactions of the Company, provides the Board with adequate and relevant information on the external auditors for a fair and transparent selection or tender process, and schedules regular meetings and dialogues with the external audit team (with and without management teams present). The Company’s CFO, when invited by the Board Audit Committee, attends the meetings of the Board Audit Committee (a) to ensure immediate clarification and feedback of audit issues to the Board Audit Committee, and (b) to give prompt instructions to the Company of any policy that the Board Audit Committee proposes to implement.
For a full detailed discussion on the Corporate Audit Policies Control and Compliance System, as well as the role and function of the Audit Committee and Board Audit Committee Charter and Manual on Corporate Governance.
Below are the members of the Board Audit Committee for 2018-2019:
Below are the members of the Board Audit Committee for 2017-2018:
Board Risk and Reputation Management Committee
The Board is committed to establishing a fully functioning enterprise risk management system for the Company and its businesses and oversees the Company’s risk management functions through the Board Risk and Reputation Management Committee.
The Board Risk and Reputation Management Committee represents the Board in discharging its responsibility relating to all risk management related matters across the Aboitiz group companies. Among many tasks, the Committee considers and reviews operational risks, environmental risks, financial asset risks, security risks, and any other form of risk as approved by the Board, with the objective of assessing exposures and strategies, and recommending actions to mitigate these risks. This Committee does not have decision-making authority, except in the circumstances outlined in the Manual or to the extent that the Board expressly delegates certain authority to it.
The functions of the Board Risk and Reputation Management Committee are laid down in the Manual on Corporate Governance and Board Risk and Reputation Management Committee Charter.
Below are the members of the Board Risk and Reputation Management Committee for 2018-2019:
Below are the members of the Board Risk and Reputation Management Committee for 2017-2018:
Board Related Party Transaction Committee
For purposes of ensuring transparency and fairness for all stakeholders, the Board constituted the Board Related Party Transactions (RPT) Committee to review proposed RPTs for the purpose of determining whether or not the transaction is conducted at an arm’s length basis and on terms no less than favorable than any such terms available to unconnected third parties under the same or similar circumstances.
The Committee evaluates on an ongoing basis existing relations between and among business and counterparties to ensure that all related parties are continuously identified, RPTs are monitored, and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured.
Below are the members of the Board Related Party Transactions Committee for 2018-2019:
The Board of Directors hereby constitutes the Committee to assist the Board of Directors in overseeing the Company’s day-to-day operations. This will ensure agility in the management of the Company and in strategic decision-making, as well as compliance with the Company’s governance policies, during the intervening period between Board meetings.
For a full discussion on the purpose, structure, and duties & responsibilities of the Committee, click here for a copy of the Executive Committee Charter.
Below are the members of the Executive Committee for 2018-2019:
Mr. Manuel Alberto R. Colayco, 48 years old, Filipino, has been Corporate Secretary of AboitizPower since March 1, 2018. He is concurrently First Vice President and Chief Legal Officer of AEV since July 11, 2016, and AEV’s Corporate Secretary and Compliance Officer since March 1, 2018. Mr. Colayco has practice in the areas of corporate law, mergers and acquisitions, joint ventures, securities regulation, corporate and financial restructuring, and litigation.
Prior to joining the Aboitiz Group, Mr. Colayco acted as an independent legal consultant providing professional advice, representation, and transactional assistance to private companies and individuals. His previous work experience includes: General Counsel for AGP International Holdings Ltd. and Atlantic, Gulf & Pacific Company of Manila, Inc. from August 2013 to December 2014; Executive Director and Assistant General Counsel of J.P. Morgan Chase Bank N.A. from July 2010 to August 2013; and Vice President and Legal Counsel of DKR Oasis (Hong Kong) LLC, a private investment management firm, from August 2007 until March 2010. He was an Associate at Skadden, Arps, Slate, Meagher & Flom, LLP from 2000 to 2007, and at Romulo Mabanta Buenaventura Sayoc & De Los Angeles from 1996 to 2000. Mr. Colayco earned his undergraduate and Juris Doctor degrees from the Ateneo de Manila University, and his Master of Laws degree from New York University School of Law in New York, U.S.A.
He is not connected with any government agency or instrumentality. He is not a director of any publicly listed company.
The Business Unit Heads for the year 2017-2018 are as follows: