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YA AyalaLand CHARTER OF THE BOARD OF DIRECTORS Table of Contents Charter of the Board of Directors, 1 Scope. Membership. 2A Composition ene 2.2 Policy on Multip’s Board Seats 2.8 Election of Directors... 2.4 Vacancy. : 25 Compensation : Board Independence and Conflict of Interest Powers, Duties and Responsibiltie.. 441. The Chairman ef the Board. 42 The Corporate Secretary. 43 Board Committees. Resolutions and Actions... 5.1 Meetings, Quorum and Actions. 52 Minutes... Miscellaneous 6.1. Access to Information. 6.2 Technical Assis‘ance 6.3 Records/Confidentialty 6.4 Annual Review/Self-Evaluation.... 65 Effectivity....... ~ © eo Soom mVOaOrRBBENH a> Charter of the Board of Directors ‘The Board of Directors (‘Board’) of Ayala Land, Inc. (the “Corporation” or “Ayala Land”) hereby adopts this Charter. 4. Scope ‘The Board is the supreme authority in matters of governance and in managing the business of the Corporation. Within their authority under the Corporation Code and other applicable laws and the By-laws of the Corporation (the "By-laws’), the Directors, acting as a Board, must have the fullest powers to regulate the concems of the Corporation according to their best judgment. It shall be the Board's responsibilty to ‘promote and adhere to the principles and best practices of corporate governance and to foster the long- term success of the Corporation and secure its sustained competitiveness in the global environment in a ‘manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Corporation, its shareholders and other stakeholders. Membership 24 Composition ‘The Board shall be composed of nine (9) members (each a “member" or *Director’), more than {50% of whom shall be independent and/or non-executive Directors. Independent Directors may serve for a period of not more than nine (9) years. ‘The Board has to be composed in such a way that it possesses, as a group, the necessary knowledge, skills and experience required to properly perform its duties. ‘The Board shall regularly review its composition, taking into account the evolving requirements of the Corporation, and best practices in corporate governance. “The Board shall encourage the selection of a mix of competent Directors, each of whom can add value and contribute independent judgment in the formulation of sound corporate strategies and policies. In the selection of candidates for the Board, the objectives set by the Board for its ‘composition are to be seriously considered, as well as the required knowledge, abilities and ‘experience needled to successfully manage the Corporation. Careful attention must be given to ‘ensure that there is independence and diversity, and appropriate representation of women in the Board. Each independent Director shall hold no interest and relationship with the Corporation that may hinder his independence from the Corporation or management or interfere with his exercise of independent judgment in carrying out the responsibilities of a Director. An independent Director shall submit to the Corporate Secretary a letter of confirmation stating that he holds no interests. affliated with the corporation, management or controlling shareholder at the time of is election or