Corporate Governance Manual

Ayala’s Corporate Governance Manual supplements and complements the corporation′s Articles and By-Laws by setting forth principles of good and transparent governance. On the following instances, the Company revised the Manual of Corporate Governance and submitted the same to the Securities and Exchange Commission, Philippine Stock Exchange and Philippine Dealing and Exchange Corporation:

July 30, 2014

To comply with the Securities and Exchange Commission Memorandum Circular No.9, Series of 2014.

December 11, 2014

To adopt the revisions and updates in our Board Charter, board committee charters and Code of Conduct and Ethics.

July 3, 2015              

To reflect the change in name of our Board's Risk Management Committee to Risk Management and Related Party Transactions Committee.

September 28, 2015

To include in the Manual the updated vision statement the Company.

May 31, 2017

To comply with the SEC Memorandum Circular No. 19, series of 2016. 

 

CORPORATE GOVERNANCE MANUAL

CORPORATE GOVERNANCE POLICY AND FRAMEWORK

POLICY

Responsible corporate governance is a constant and priority commitment of Ayala Corporation (hereafter, we, our, Ayala or Corporation). We believe that adherence to good corporate governance principles is essential for the achievement of our strategic goals. At Ayala, we believe in doing business with integrity and in full compliance with all laws and regulations. At the core of Ayala are four corporate values: integrity, long-term vision, empowering leadership, and commitment to national development.

FRAMEWORK

Through the years, we have developed mechanisms to ensure that our corporate governance conforms to regulatory requirements and best practices, and that we pursue our goals ethically and honestly. Those mechanisms are set forth in this Corporate Governance Manual (adopted May 31, 2017), our Code of Conduct and Ethics, Policy on Conflict of Interest, Whistleblower Policy, Policy on Related Party Transactions and Enterprise Risk Management Policy (hereafter, the Governance Codes and Policies), our Articles of Incorporation (the Articles) and By-Laws (the By-laws), and the Charters of our Board of Directors (the Board) and its Committees (the Charters).

Copies of the current version of this Corporate Manual, the Governance Codes and Policies, the Articles, the By-laws and the Charters are posted in our website. In compliance with the Code of Corporate Governance for Publicly Listed Companies (CG Code for PLCs), particularly the guidelines on the contents of a corporation's manual on corporate governance, the Governance Codes and Policies, the Articles, the By-laws and the Charters are incorporated in this Corporate Governance Manual.

 

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CORPORATE GOVERNANCE MANUAL OF AYALA CORPORATION

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