Annual Corporate Governance Report

Ayala continues to raise the bar of good governance by pursuing measures that bring up the level of awareness and practices in the organization to help drive value creation and long-term growth.

In 2013, in compliance with new requirements of the Philippine Securities and Exchange Commission, Ayala filed and made public its Annual Corporate Governance Report for 2012. It has updated the report in 2014, 2015 and 2016.

UPDATED 2016 ANNUAL CORPORATE GOVERNANCE REPORT Last update January 5, 2016

With updates on:

  • Attendance of the Board of Directors in 2016
  • Participation of an Assistant Corporate Secretary in a Corporate Governance Seminar on December 9, 2016;
  • Participation of Officers in the Distinguised Corporate Governance Speaker Series on October 7, 2016;
  • Participation of the New Assistant Corporate Secretary in a Corporate Governance Seminar on August 3, 2016;
  • Shareholdings of New Assistant Corporate Secretary;
  • Information on the date of last election, name of nominator and years in service of the directors;
  • Profiles of the board of directors;
  • Brief policy on board responsibilities;
  • The inclusion of the mission statement;
  • List of directorships of our directors in the Ayala group of companies;
  • The process on selection/appointment, re-election, disqualification, removal, reinstatement and suspension of directors;
  • Voting results of the 2016 annual stockholders’ meeting;
  • Number of shares held in the Company by our directors;
  • The procedure on the review and approval of material/significant related party transactions;
  • Schedules of the meeting of our Board from January 2016 to March 2017;
  • The composition of board committees and the length of service of in each committee members;
  • The Company policy and activities on supplier/contractor selection practice, environmentally friendly value-chain, and community interaction
  • Data for 2015 relating to health, safety and welfare of our employees;
  • Data for 2015 relating to training and development programs for employees;
  • The procedure for handling complaints by employees concerning illegal and unethical behavior;
  • Number of shares owned by our stockholders owning 5% or more shareholdings;
  • Number of shares owned by our officers;
  • The date of sending out of notice of 2016 annual stockholders’ meeting to stockholders;
  • The date of the 2016 annual stockholders’ meeting;
  • The questions and answers during the 2016 annual stockholders’ meeting;
  • The results of the 2016 annual stockholders’ meeting’s resolutions;
  • The date of publishing of the result of the votes taken during the 2016 annual stockholders’ meeting;
  • The details of attendance in the 2016 annual stockholders’ meeting;
  • The number of stockholders entitled to receive the definitive Definitive information InformationStatement and ManagementReports, and the date of actual distribution of such documents;
  • The name of investor relations officer;
  • The process and criteria of the Company’s performance assessment of the Board of directors, board committees, individual directors, and the CEO/President in 2015;
  • The orientation and education program attended by Mr. Antonio Jose U. Periquet, an independent director, on April 11, 201
  • Amount of aggregate remuneration of our non-executive and independent directors in 2015, and of the five members of our management who are not members of our Board;
  • Information on the grant of stock options to the members of our Board;
  • Work done and issues addressed by our Executive Committee, Audit Committee, Personnel and Compensation Committee, Nomination Committee, Finance Committee, and Risk Management and Related Party Transactions Committee;
  • Planned programs and issues to be addressed by our Audit Committee;
  • Attendance of our directors in our board committee meetings in 2015;
  • Threshold for the material related party transactions;
  • Risk management policy and the procedure for its review by our directors;
  • Risk control system and that for the group;
  • Changes in the composition of our Internal Audit team;
  • Review of the effectiveness of our internal control for the year-ended 31 December 2015;
  • Information on our submission of the Consolidated Changes in the ACGR for the year 2015;
  • External audit fees in 2015;
  • Date of release of our 2015 Audited Financial Statements; and
  • Related party transactions in 2015;
  • Corporate social responsibility initiatives in 2015;
  • Criteria used in assessing the annual performance of our board and of individual directors; and
  • The orientation and education program attended by the Board of Directors and Officers on March 8, 2016

CONSOLIDATED CHANGES IN THE ANNUAL CORPORATE GOVERNANCE REPORT FOR 2015

UPDATED 2015 ANNUAL CORPORATE GOVERNANCE REPORT Last update December 21, 2015

With updates on:

  • Attendance of the Board of Directors in 2015
  • Dividend declaration on outstanding common shares as of December 17, 2015
  • Dividend declaration on preferred shares for 2016
  • Updated vision statement
  • Change in name of Risk Management Committee to Risk Management and Related Party Transactions Committee
  • Policy and Activities on Safeguarding Creditors' Rights
  • Dividend declaration on outstanding common shares as of July 9, 2015
  • Corporate Social Responsibility initiatives of the Company
  • Additional information on the nominator of members of our Board for the recently held annual stockholders' meeting
  • Profiles of the members of our Board
  • Date when the Board reviewed and approved our mission and vision
  • Policies and activities relating to customer's welfare
  • Anti-corruption programs and procedures
  • Updated date on our programs for health, safety and welfare of employees
  • Policy on employees' protection from retaliation in relation to the whistleblowing procedures
  • Policy requiring directors and offices to report transactions in company shares
  • Question and Answers during the 2015 Annual Stockholders' Meeting
  • Composition of the Board 
  • Directorship of the Board of Directors in other listed companies
  • Directors' shareholdings in the Company
  • Voting Results of the Annual Stockholders' Meeting
  • Policy on Related Party Transactions
  • Attendance of the Board of Directors
  • Schedule of Board of Directors' Meeting in 2015
  • Compensation of Directors and Management 
  • Function, Key Responsibilities and Power of the Risk Management Committee
  • Committee Members 
  • Work Done and Issues Addressed of the Executive Committee, Personnel and Compensation Committee and Risk Management Committee
  • Planned Program of the Risk Management Committee
  • Risk Management System
  • Risk Policy of the Company for the Company and the Group
  • Risk to Minority Shareholders
  • Role of Stakeholder
  • Disclosure and Transparency
  • Stockholders' Participation during the Annual Stockholders' Meeting
  • Dividend Declaration
  • Participation of the Board of Directors and Key Officers in the Ayala Group Corporate Governance and Risk Management Summit (p16)

 CONSOLIDATED CHANGES IN THE ANNUAL CORPORATE GOVERNANCE REPORT FOR 2014

 UPDATED 2014 ANNUAL CORPORATE GOVERNANCE REPORT Last update November 27, 2014

With updates on:

  • New Investor Relations Head (p72)
  • Number of Members, Function and Responsibilities of the Risk Management Committee (p 29)
  • Members of Risk Management Committee (p 34)
  • Programs, Seminars and Roundtables attended by the Directors during the year (p 16)
  • Annual review of the Company's mission and vision by the Board of Directors (p 5)
  • Limit on the number of board seats in other companies that the directors may hold simultaneously (p 7)
  • Factors to be considered by the Board of Directors in planning the succession of the CEO/Managing Director/President and top key management officials (p 9)
  • Board diversity policy (p 9)
  • Definition of "independence" of the board of directors (p 10)
  • Term limit for independent directors (p 10)
  • Process and criteria for the selection/appointment, re-election, disqualification, removal, reinstatement and suspension of directors (pp 11-15)
  • Code of Conduct and Ethics (pp 17-18)
  • Company's policy on the implementation and monitoring of compliance with the Code of Conduct and Ethics, including directors', officers' and employees' duties to report non-compliance with the Code (pp 18  to 19)
  • Minimum quorum requirement for board decisions (p 22)
  • Time frame for the distribution of board materials to the directors prior to board meetings (p 21)
  • Functions, key responsibilities and power of Risk Management Committee and re-define the same for Executive Committee, Nomination Committee and Committee of Inspectors of Proxies and Ballots (pp 27-31)
  • Information on the declaration of cash dividend on the common shares (p 64)
  • Policy for the right of minority stockholders to nominate directors (p 70)
  • Rule on voting by mail in cases of amendment of the articles of incorporation (p 65)
  • Additional Rules and guidelines on validation of proxies (pp 68-69)
  • Process followed and criteria used in assessing the annual performance of board and its committees, and individual directors (pp 76-77)
  • Information on the Board of Directors (p 4)
  • Directors' Shareholdings in the Company (p 8)
  • Directorships in other Listed Companies of Mr. Antonio Jose U. Periquet (pp 7 to 8)
  • Voting Results of the Last Annual General Meeting (p 14)
  • Participation of the Board of Directors and Key Officers in the Ayala Group Corporate Governance and Risk Management Summit (pp 14 to 15)
  • Details of Attendance of Directors (p 21)
  • Members of the Committee of Inspectors of Proxies and Ballots (p 31)
  • Results of Annual Stockholders' Meeting (pp 66 to 68)
  • Details of Attendance in the Annual or Special Stockholders' Meeting Held (p 68)
  • Appointment of Independent Party to count/ validate the votes at the ASM, (p 68)

CONSOLIDATED CHANGES IN THE ANNUAL CORPORATE GOVERNANCE REPORT FOR 2013

2012 ANNUAL CORPORATE GOVERNANCE REPORT

  • Real Estate
  • Water Infrastructures
  • Energy
  • Social Commitment
  • Financial Services
  • Electronic Manufacturing
  • Transport Infrastructure
  • Telecommunications
  • BPO and Education
  • Automotive