Nomination Committee

Committee roles and responsibilities


The Nominations Committee ensures that the Board of Directors is made up of individuals of proven integrity and competence, and that each possesses the ability and resolve to effectively oversee the bank in their capacity as Director and member in their respective board committees. This committee also reviews and evaluates the qualifications of all persons nominated the Board.


Board Diversity Policy


We have a Board Diversity Policy which sets out the approach of the bank to realize diversity on its Board of Directors on an on-going basis. We recognize and embrace the benefits of having a diverse board, and see increasing diversity at board level as an essential element in maintaining sound corporate governance, realize sustainable and balanced development and achieve strategic objectives. The Nomination Committee ensures board diversity, considered from varied aspects when designing the board’s composition including but not limited to gender, age, cultural and educational background, geographical location, professional experience, skills, knowledge, and length of service of directors, and other regulatory requirements. The board likewise strives to ensure that there is independence and appropriate representation of women in the Board.


Measurable Diversity Objectives or Targets
Best practice under the SEC Code of Corporate Governance for Publicly-Listed Companies recommends the establishment of measurable objectives or targets for achieving board diversity. In this respect, the following are the Board’s diversity goals, considered as rolling targets over a 5-year period, that, together with the Board Skills and Expertise Matrix, are reviewed annually and updated as needed:


1. Number of Female Directors on the Board: At least 2.
2. Target Number of Independent Directors on the Board: At least 5.
3. At least 1 director with knowledge of IT systems and technology governance in the financial services industry.
4. At least 1 director with marketing and customer management expertise.


Progress towards the diversity goals are also made through one or more of the following activities:

  • Increasing the number of female candidates to be considered for the shortlist of nominees for the election of the board of directors at the annual stockholders’ meeting.
  • Conduct of a regular review of list of retired bank employees for consideration of directorship positions within parent, subsidiaries and affiliates.
  • Close coordination within Ayala Group of Companies for information on and shortlisting of independent candidates.
  • Liaison and relationship development with regulators for information on possible candidates for directorship.
  • Use of professional search firms/industry databases and associations to shortlist candidates.


Click here to read the bank's Board Diversity Policy in full.


Committee Composition (Term 2021 - 2022)

Chairman 
Cesar V. Purisima
Independent Director
MemberJaime Augusto Zobel de Ayala
Non-Executive Director
Fernando Zobel de Ayala
Non-Executive Director
Antonio Jose U. Periquet
Non-Executive Director


During 2020, the committee members attended meetings as set out in the following table:


Office

Name

Date of Appointment

Attendance / Meetings

%

Years served on Committee

Chairman (ID)

Antonio Jose U. Periquet1

April 23, 2020

1/15

100%

0.7

Member

Jaime Augusto Zobel de Ayala2

April 03, 2003

3/35

100%

17.7

Member

Fernando Zobel de Ayala

April 10, 2014

3/35

100%

6.7

Member (ID)

Xavier P. Loinaz3

April 03, 2003

2/2

100%

16.8

Member

Aurelio R. Montinola III

April 20, 2017

3/35

100%

3.7

Member

Romeo L. Bernardo4

April 07, 2005

2/2

100%

9.7

Member

Ramon R. Del Rosario, Jr.

April 23, 2020

1/15

100%

0.7

1 Committee chairman (ID) from April 2020 to April 22, 2021
2 Committee chairman from April 2003 to April 2011
3 Committee member (ED/NED) from April 2003 to March 2009; Committee member (ID) from March 2009 to October 2020
4 Committee member (ID) April 2005 to April 2011; Committee chairman (ID) April 2011 to April 2019; Committee chairman (NED) April 2019 to April 2020
5 Includes Joint PerCom & NomCom Meeting


Committee Performance


As part of the annual Board effectiveness review, a separate exercise was conducted to assess the Committee’s 2020 performance. The survey found the Committee to have performed its duties and responsibilities effectively.


Committee Charter


Click here to read the Nominations Committee charter.