C. BOARD MEETINGS & ATTENDANCE 1) Are Board of Directors’ meetings scheduled before or at the beginning of the year? Board meetings are normally scheduled prior to the start of the succeeding year. These are adjusted as needed prior to each of the scheduled meetings.
2) Attendance of Directors
Board Chairman Member Member Member Independent Independent Independent
Name HELEN Y. DEE MILAGROS V. REYES YVONNE S. YUCHENGCO RAUL M. LEOPANDO CESAR A. BUENAVENTURA BASIL L. ONG ELISEO B. SANTIAGO*
Date of Election July 4, 2013 July 4, 2013 July 4, 2013 July 4, 2013 July 4, 2013 July 4, 2013 July 4, 2013
No. of Meetings Held during the year 7 7 7 7 7 7 7
No. of Meetings Attended
%
7 7 7 5 7 6 3
100% 100% 100% 71% 100% 86% 43%
* - Director Santiago was elected director only during the July 4, 2013 Annual Stockholders’ Meeting, thus out of the 7 meetings for the year, he could have attended only 3 meetings. All other directors were incumbent directors at the time of the Annual Stockholders’ Meeting.
3) Do non-executive directors have a separate meeting during the year without the presence of any executive? If yes, how many times? None 4) Is the minimum quorum requirement for Board decisions set at two-thirds of board members? Please explain. No. The Company follows the minimum requirements set by the Corporation Code and that of the SEC.
5) Access to Information (a) How many days in advance are board papers5 for board of directors meetings provided to the board? 10 days. (b) Do board members have independent access to Management and the Corporate Secretary? Yes. (c) State the policy of the role of the company secretary. Does such role include assisting the Chairman in preparing the board agenda, facilitating training of directors, keeping directors updated regarding any relevant statutory and regulatory changes, etc.? The Corporate Secretary is responsible for the safekeeping and preservation of the integrity of the minutes of the meetings of the Board as well as the other official documents, records and other information essential to the conduct of his duties and responsibilities to the Corporation. 5
Board papers consist of complete and adequate information about the matters to be taken in the board meeting. Information includes the background or explanation on matters brought before the Board, disclosures, budgets, forecasts and internal financial documents. 17