Notice of the 2025 Annual General Membership Meeting of the Institute of Corporate Directors

15 August 2025

NOTICE & AGENDA, ANNUAL GENERAL MEMBERSHIP

MEETING OF THE INSTITUTE OF CORPORATE DIRECTORS

10 October 2025, Friday, 2:00 PM to 4:00 PM

NOTICE IS HEREBY GIVEN that the Annual General Membership Meeting of the Institute of Corporate Directors (ICD) will be held on, Friday, 10 October 2025, at 2:00PM via videoconference using Zoom platform as well as onsite at the Mayuree 2, Dusit Thani Manila, Ayala Center, 1223 Makati City.

The Agenda items are as follows:

1. Invocation and National Anthem

2. Call to Order

3. Proof of Notice of Meeting & Certification of Quorum

4. Induction of Members

5. Approval of Minutes of the 16 October 2024 Annual General Membership Meeting

6. Message of the Chairman

7. Report of the President

8. Messages from the Trustees

9. Report of the Approved Audited Financial Statements as of 31 December 2024 by the Treasurer

10. Appointment of External Auditor for Fiscal/Calendar Years 2025 & 2026

11. Ratification of all Acts and Resolutions of the Officers and Board of Trustees from 01 October 2024 to 30 September 2025

12. Election of the Board of Trustees (announcement of results of Online Voting)

13. Open Forum

14. Closing Message from the Chairman Emeritus

15. Adjournment

Please note that only Fellows (FICD) in good standing are entitled to nominate, be nominated, vote, and be elected to the Board of Trustees. Separate notices for nomination and election, including relevant deadlines, will be sent directly to qualified Fellows. The membership book will be closed 20 days before the meeting, on 20 September 2025.

All members in good standing may attend the meeting in person or via Zoom. The Zoom link for the meeting will be shared on 09 October 2025.

For Fellows who wish to be represented at the meeting by proxy for quorum purposes, a signed proxy authorization should be submitted through the online proxy form on or before the close of business day at 5:00 PM of 09 October 2025.

Four (4) seats on the Board of Trustees are up for election this year 2025 to fill up the corresponding vacancies in the Board due to the conclusion of regular terms of four trustees. The final list of nominees will be announced on 18 September 2025, and thereafter, election and voting will follow. Similar to last year, voting shall be online. Instructions for the online elections will be emailed to Fellows in good standing on 18 September 2025. The voting results and the names of the duly elected trustees will be announced during the Annual General Membership Meeting.

The organizational meeting of ICD’s newly-elected Board of Trustees shall be held immediately after the adjournment of the members’ meeting, if there is a quorum for the Board meeting.

Please note that both the annual general membership meeting and, if it proceeds, the organizational meeting shall be recorded.

For questions about the meeting, you may email membersrelations@icd.ph. Thank you and we look forward to your participation on 10 October 2025.

Sincerely,

Atty. Felix Sy

Corporate Secretary

Note: Registration and materials for the 2025 Annual General Membership Meeting are sent via email to all ICD Members. For inquiries, kindly email ICD Members Relations at membersrelations@icd.ph.