Board of Directors

The Board works closely with management while maintaining independent oversight to help shape the Company’s long-term direction, competitiveness, and sustainability. It is responsible for articulating and reviewing the Company’s purpose, vision, mission, and strategies, and for ensuring that the strategic direction of its businesses is clearly defined, properly managed, and aligned with the broader goals of the Aboitiz Group.

Composed of nine directors from diverse professional backgrounds, including finance, engineering, auditing, accounting, and executive leadership, the AEV Board brings a broad range of experience from the private and public sectors, as well as multilateral institutions. A majority of the Board is made up of Non-Executive and Independent Directors. The Chairman, who is a Non-Executive Director, serves independently from management and focuses on the effective conduct of Board activities and the proper discharge of the Board’s duties and responsibilities. The Lead Independent Director likewise plays an important role in supporting Board effectiveness, bringing an independent perspective and a strong understanding of the Company’s operations and industries.

AEV expects its Directors to serve with diligence, preparedness, and active participation. The Company has strengthened its governance protocols by increasing the quorum and voting requirement to two-thirds of the Board and raising the minimum attendance requirement to 75%. Attendance is closely monitored by the Chief Compliance Officer, and failure to meet the requirement may be a ground for preventive suspension.
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Regular Board and Committee meeting schedules are approved and circulated before the start of each year to support full participation. Meetings may be held in person or through a secure videoconferencing platform, with materials made available through a secure digital platform at least five days in advance. Directors are expected to contribute not only their presence, but also their professional judgment, strategic insight, and constructive guidance.
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For the latest Board attendance record, please refer to AEV’s Annual Report.

AEV’s Board plays an active role in guiding the Company toward profitable and sustainable growth. It represents and protects the interests of shareholders and other key stakeholders by providing strategic direction and engaging regularly with management on matters that shape the Company’s long-term success. Its discussions are guided by the Aboitiz Group’s purpose, brand promise, mission, and vision.
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To support this, the Board approves an annual 12-month thematic agenda that identifies the key matters for discussion throughout the year. With the support of the Corporate Secretary, this helps ensure that important strategic, governance, operational, and risk matters are taken up in an organized and timely manner. It also helps ensure that the Company’s strategic direction is cascaded to the Corporate Strategic Units and Strategic Business Units for implementation, monitoring, and guidance, strengthening alignment between Board oversight and execution across the Group.

The Company believes that compliance with the principles of good governance begins with the Board of Directors. The Director’s office is one of utmost trust and confidence.

The Board of Directors is expected to act on a fully informed basis, in good faith, with due diligence and care and act in the best interest of the Company in a manner characterized by transparency, accountability and fairness in the exercise of leadership in directing the Company’s sustainable growth. The roles and responsibilities of the members of the Board of Directors are outlined in the Company’s Corporate Governance Manual and the Board Charter.

The Company acknowledges that Independent Directors play a crucial role in fostering accountability and transparency. By offering unbiased insights and challenging management decisions, they safeguard against conflicts of interest and ensure ethical operations. Their presence on the Board strengthens investor confidence and demonstrates the Company’s commitment to governance practices that prioritize shareholder value and stakeholder trust.

To enhance the independence of the Board, the Corporate Governance Manual mandates that the AEV Board of Directors must have at least three Independent Directors. These Independent Directors provide an impartial perspective, ensuring the best interests of the Company and all stakeholders are prioritized. Their independence must be clear to stakeholders, beneficiaries, and the public.

To qualify as Independent, a Director must have no interests or relationships with the Company that could compromise their impartiality. Upon election or re-election, an Independent Director submits a letter of confirmation to the Corporate Secretary, affirming their lack of affiliations with the Company, management, or controlling shareholders. This certification is included in the Company’s Information Statement, distributed to shareholders for the Annual Shareholders’ Meeting where Directors are elected.

The AEV Board is composed of a majority of Non-Executive Directors, including three qualified Independent Directors. Additionally, the AEV Board appointed a Lead Independent Director to act as an intermediary between the Chairman and other directors when necessary. This role is pivotal in maintaining Board effectiveness by serving as a liaison between the Chairman and other Directors, ensuring effective communication and mediation when needed.

In accordance with the Board Protocol, the Company ensures that its Independent Directors meet at least once a year for an Executive Session. Additionally, Independent Directors have the prerogative to meet periodically in executive sessions without the presence of executive directors or management, providing a platform for candid and unbiased discussions. These sessions are presided over by the Lead Independent Director.

Held every January of every year, the Independent Directors determine the agenda for these executive sessions, focusing on topics that they deem important for the Company. While these discussions are essential for in-depth deliberation, formal actions of the Board are reserved for official Board meetings. This structure allows Independent Directors to explore issues thoroughly and provide well-considered input during Board meetings.

The Executive Sessions of Independent Directors are a critical aspect of AEV’s commitment to robust corporate governance. These sessions enhance the Board’s effectiveness by fostering an environment where Independent Directors can freely discuss and address issues, ultimately contributing to the Company’s strategic direction and governance.

By upholding this practice, AEV demonstrates its dedication to maintaining transparency, accountability, and integrity within its leadership, reinforcing the trust and confidence of its shareholders and stakeholders.

The diversity in professional and personal backgrounds of the members of the AEV Board, encompassing age, ethnicity, culture, skills, competence, gender, knowledge, and expertise, is instrumental in ensuring a balanced deliberation and decision-making process. This diversity prevents any Director or group of Directors from dominating discussions, leading to well-rounded decisions that benefit from a wide array of perspectives. AEV leverages this diversity to formulate sound corporate strategies, driving the organization towards long-term success.

The annual selection process of Directors aims to appoint a diverse mix of highly competent individuals with in-depth knowledge and experience in AEV’s core industries. Factors such as independent-mindedness, ethical behavior, and value contribution are carefully considered.

Recognizing that a sustainable enterprise transcends current leadership, the AEV Board appointed Ms. Ana Maria A. Delgado as Director in 2018. Ana represents a new generation of homegrown leaders, bringing fresh perspectives to the Board’s deliberations.

Every year, the AEV Board conducts a review of its members’ profiles, aligning them with an ideal Board profile to determine their qualifications in relation to the Group’s long-term strategic direction. This initiative aims to identify areas for improvement, ensuring that the Board’s members possess complementary competencies and skill sets. Additionally, it assesses the qualifications of potential future candidates, enhancing the Board’s ability to adapt to evolving challenges and opportunities.

By prioritizing diversity and leadership renewal, the AEV Board demonstrates its commitment to governance practices that foster agility, resilience, and sustainable growth, positioning the organization for continued success in the dynamic business landscape.

AEV complies with the requirements of SEC Memorandum Circular No. 7, Series of 2026, prescribing a maximum term of nine years for independent directors. At the same time, the Company recognizes and respects the inviolable statutory right of each shareholder to vote and be voted for as a director.

All independent directors have tenured less than nine years since they were first elected.

The GCRPT Committee, acting as the Nomination Committee, selects qualified nominees for election as directors. One consideration is the number of directorships a nominee has in other corporations or organizations and the ability of the nominee director to diligently and effectively perform his or her duties and responsibilities. Directors should notify the Board prior to accepting any nomination to a directorship outside the Aboitiz Group.

AEV directors, including Independent Directors, are discouraged to sit in more than five publicly-listed companies outside the Aboitiz Group.

The nomination period for the Board of Directors is from January 1 to February 15 of the same year the Directors are to be elected. After rigorous screening, the GCRPT Committee submits the final list of director candidates to the Company’s Corporate Secretary. The profiles of each nominee are disclosed and included in the Information Statement distributed to shareholders in preparation for the ASM. This transparency allows shareholders to evaluate the background and qualifications of nominees before the ASM.

During the ASMs, AEV shareholders elect their representatives to the Board by voting in person, by proxy, or by voting in absentia. Proxy votes received by the Corporate Secretary before the ASM are validated by the Company’s Proxy Validation Committee, comprising the Chief Compliance Officer, the principal accounting officer, and the Group Internal Audit Head. AEV adheres to the “One-Share, One-Vote” rule, allowing any minority shareholder to influence Board composition through individual nominations and cumulative voting rights. This statutory right, granted by the Revised Corporation Code, ensures that all shareholders have a voice in the election process.

Directors serve a one-year term until their successors are elected at the next ASM, in accordance with the Revised Corporation Code, the Company’s by-laws, and relevant SEC guidelines. This process underscores AEV’s commitment to robust corporate governance and the continuous enhancement of its leadership framework.

Members of the AEV Board follow the qualifications for directors outlined in the Revised Corporation Code, Securities and Regulation Code, its Implementing Rules and Regulations, related SEC issuances, and best practices in corporate governance. Annually, the AEV Board reviews the profiles of its current members against an ideal Board profile. This assessment ensures that directors possess the necessary qualifications aligned with the Group’s long-term strategic direction, reinforcing the Board selection process by ensuring directors have complementary competencies, skill sets, and capabilities to contribute to the Company’s success.