Rights of Stockholders

Governance  >  Annual Corporate Governance Report  > Rights of Stockholders

1) Right to participate effectively in and vote in Annual/Special Stockholders’ Meetings

(a) Quorum

Give details on the quorum required to convene the Annual/Special Stockholders’ Meeting as set forth in its By-laws.

Quorum Required One-half of the outstanding stock is present or represented except in cases where the Corporation Law requires a greater number.

(b) System Used to Approve Corporate Acts

Explain the system used to approve corporate acts.

System Used By poll.

Description

 

 

 

 

 

 

 

 

 

 

 

 

Straight and cumulative voting.

In all items for approval, each voting share of stock entitles its registered owner as of the Record Date to one vote.

In the case of the election of directors, each stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate the aforesaid shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many nominees as he shall see fit; provided that, the whole number of votes cast by him shall not exceed the number of shares owned by him multiplied by the total number of directors to be elected.

Voting will be by poll. Upon registration at the annual stockholders’ meeting, each stockholder will be given a ballot to enable him to vote in writing on each item or proposal in the Agenda. Nonetheless, each stockholder may vote viva voce or by other means of communicating his approval or objection.

All votes will be counted and tabulated by the Office of the Corporate Secretary and the results will be validated by the external auditor of the Company, SGV & Co

 

(c) Stockholders’ Rights

List any Stockholders’ Rights concerning Annual/Special Stockholders’ Meeting that differ from those laid down in the Corporation Code.

Stockholders’ Rights under The Corporation Code Stockholders’ Rights not in The Corporation Code
Voting Right None
Pre-emptive Right
Right of Inspection
Right to Information
Right to Dividends
Appraisal Right

Dividends

Cash Dividend on Common Shares

Declaration Date Record Date Payment Date
June 26, 2014 July 10, 2014 July 25, 2014
December 4, 2014 December 18, 2014 January 3, 2015
June 25, 2015 July 9, 2015 July 24, 2015
December 3, 2015 December 17, 2015 January 2, 2016
June 24, 2016 July 11, 2016 July 24, 2016
December 2, 2016 December 16, 2016 January 1, 2016
June 22, 2017 July 7, 2017 July 22, 2017

Cash Dividend on Preferred B Series 1 Shares

Declaration Date Record Date Payment Date
December 4, 2014 January 21, 2015 February 15, 2015
December 4, 2014 April 20, 2015 May 15, 2015
December 4, 2014 July 22, 2015 August 15, 2015
December 4, 2014 October 21, 2015 November 15, 2015

 

Declaration Date Record Date Payment Date
December 3, 2015 January 19, 2016 February 15, 2016
December 3, 2015 April 19, 2016 May 15, 2016
December 3, 2015 July 20, 2016 August 15, 2016
December 3, 2015 October 21, 2016 November 15, 2016

 

Declaration Date Record Date Payment Date
December 2, 2016 January 20, 2017 February 15, 2017
December 2, 2016 April 18, 2017 May 15, 2017
December 2, 2016 July 20, 2017 August 15, 2017
December 2, 2016 October 18, 2017 November 15, 2017

Cash Dividend on Preferred B Series 2 Shares

Declaration Date Record Date Payment Date
December 4, 2014 January 12, 2015 February 5, 2015
December 4, 2014 April 7, 2015 May 5, 2015
December 4, 2014 July 10, 2015 August 5, 2015
December 4, 2014 October 12, 2015 November 5, 2015

 

Declaration Date Record Date Payment Date
December 3, 2015 January 12, 2016 February 5, 2016
December 3, 2015 April 11, 2016 May 5, 2016
December 3, 2015 July 12, 2016 August 5, 2016
December 3, 2015 October 10, 2016 November 5, 2016

 

 

Declaration Date Record Date Payment Date
December 2, 2016 January 11, 2017 February 5, 2017
December 2, 2016 April 6, 2017 May 5, 2017
December 2, 2016 July 12, 2017 August 5, 2017
December 2, 2016 October 9, 2017 November 5, 2017

Cash Dividend on Voting Preferred Shares

Declaration Date Record Date Payment Date
December 4, 2015 April 23, 2015 May 20, 2015
December 3, 2015 April 26, 2016 May 20, 2016
December 2, 2016 April 25, 2017 May 20, 2017

(d) Stockholders’ Participation

 

1. State, if any, the measures adopted to promote stockholder participation in the Annual/Special Stockholders’ Meeting, including the procedure on how stockholders and other parties interested may communicate directly with the Chairman of the Board, individual directors or board committees. Include in the discussion the steps the Board has taken to solicit and understand the views of the stockholders as well as procedures for putting forward proposals at stockholders’ meetings.

The agenda for the Annual Stockholders’ Meeting, the detailed Definitive Information Statement and the unbundled proxy form are distributed to the stockholders on record 15 business days prior to the meeting to enable the stockholders to study and understand every agenda item of the meeting. During the annual stockholders’ meeting, the Chairman of the Board encourages the stockholders to ask questions for each agenda or matters for approval during the meeting. The question and answer portion is documented in the minutes of the meeting.

2. State the company policy of asking shareholders to actively participate in corporate decisions regarding:

a. Amendments to the company's constitution

b. Authorization of additional shares

c. Transfer of all or substantially all assets, which in effect results in the sale of the company

The Company calls for a regular or special stockholders’ meeting to propose to the stockholders the actions listed above. The details of the proposed actions are presented in the Definitive Information Statement which is made available to the stockholders. During the meeting, the Company’s board and/or management present the proposed actions and encourage stockholders to ask questions. The affirmative vote of stockholders representing at least 2/3 of the issued and outstanding capital stock of the Company is required for the approval of the above items.

In cases of amendment of the Articles of Incorporation where written assent is allowed, a stockholder may deliver, in person or by mail, his vote directly to the Corporation.

3. Does the company observe a minimum of 21 business days for giving out of notices to the AGM where items to be resolved by shareholders are taken up?

a. Date of sending out notices:

On March 15, 2017, 25 business days from date of meeting, the Company distributed copies of detailed agenda of the Annual Stockholders’ Meeting to stockholders on record.

On March 24, 2017, 28 days from the date of meeting, the Company posted on its website the copy of the Definitive Information Statement and the unbundled proxy form of the Annual Stockholders’ Meeting to stockholders on record. And on March 29, 2017, 15 business days from date of meeting, the Company distributed the same to the stockholders on record.

b. Date of the Annual/Special Stockholders’ Meeting:

April 21, 2017

4. State, if any, questions and answers during the Annual/Special Stockholders’ Meeting.

Below are the questions and answers during the 2017 Annual Stockholders’ Meeting:

Q & A No. 1

Question: Referring to a particular investment made by BPI in a company which appeared to have performed badly, a stockholder asked what can be done for the Corporation to avoid similar situations.

Answer: The Chairman answered that there is always a component of risk in all investments, and failures will always be part and parcel of any portfolio but that the Corporation has consistently striven to have its successes exceed its failures to a significant degree, thereby providing a regular return on its capital. The Corporation’s Chief Financial Officer, Mr. Jose Teodoro K. Limcaoco, further explained that the Group has employed a policy of reviewing the value of its investments often and testing such investments for impairment. He assured Mr. Turner that BPI must have strategic reasons for holding on to the subject investment.​

Q & A No. 2

Question: The stockholder further asked about the Group’s risk management procedures.

Answer: The Chairman confirmed that while the Corporation has sound risk management processes in place, there will be instances when the investments do not work out. In such cases, there will be escape clauses in one form or another. What is important though is that the Corporation and the Group account for such investments and make the necessary adjustments.​

Q & A No. 3

Question: A stockholder asked if the Corporation has any plans to enter into the logistics business.

Answer: The Chairman responded that the Corporation is very interested in the logistics field and that the Zalora business could be a platform for the Corporation to build on in the logistics space.​

Q & A No. 4

Question: As a follow on Question No. 3, the stockholder inquired on when the Corporation expects Zalora to be profitable.

Answer: Mr. Limcaoco informed the stockholders that Zalora Philippines hopes to turn a profit by 2019, based on its business plan.​

Q& A No. 5

Question: As The same stockholder who asked questions 3 and 4 also asked if the Corporation has other ideas to bring production into the Philippines.

Answer: The Chairman answered in the affirmative and explained that it was the transformation taking place in the automotive industry where vehicle components are increasingly becoming electronic in nature as well as IMI’s status as a global player that instigated the Corporation’s decision to bring together its automotive and manufacturing interests and take on a more pro-active stance. The Chairman mentioned the Corporation’s belief that the Philippines has the potential to build up the manufacturing space in a robust way and KTM was just the first step. Mr. Arthur Tan confirmed that the Philippines has the potential to be a manufacturing hub because of regionalization and the transition toward hybrid manufacturing. This is why KTM decided to use IMI and Ayala as its base to serve the emerging market in ASEAN.​

Q& A No. 6

Question: As a follow up for question no. 5, the stockholder asked about the Corporation’s outlook on numbners for the first quarter of 2017.

Answer: The Chairman responded that the year is looking relatively positive if the BPI numbers for the first quarter of 2017 were to be used as a proxy for the numbers of the Corporation.

Q& A No. 7

Question: After making some initial comments on the annual report, including the weight thereof and the paper used, a stockholder posed a query concerning IMI and Tesla

Answer: Mr Tan disclosed that IMI has worked on projects with Tesla. He also clarified that Tesla is a car company that uses different components from different suppliers as a system and IMI works directly with the system supplier for Tesla, not directly with Tesla.

Q& A No. 8

Question: A stockholder inquired why there’s no female representation in the Company’s Board of Directors.

Answer: The Chairman partly attributed the absence of any female representation in the Board to the Board’s relatively small size.​

Q& A No. 9

Question: A stockholder requested for clarification on the Corporation’s Project Kasibulan.

Answer: Ms. Ma. Victoria A. Tan then addressed Mr. Go’s questions about Project Kasibulan – explaining that it is a comprehensive forest protection and rehabilitation program and assuring him that the trees being planted are native trees, specifically Dita trees.​

Q& A No. 10

Question: A stockholder asked for the reason behind the non-inclusion of “ratification of the acts of the Board and Management” in the agenda of the meeting.

Answer: Upon the Chairman’s request, the Corporate Secretary, explained that the decision to exclude such item was reached after the Securities and Exchange Commission demanded a complete list of all the acts and access to all the minutes of the meetings of the Board, its committees and management. In any event, the previous inclusion of such an item was not intended for legal compliance but was only meant to give the shareholders​ greater participation in the Corporation.​

Q& A No. 11

Question: A stockholder asked about the possibility of Ayala Corporation taking over Phinma Energy.

Answer: The President good-naturedly responded that the Corporation has been good friends and partners with the owner of Phinma Energy, Mr. Ramon R. Del Rosario, Jr. for many years and that they will continue to work together in that manner.​

Q& A No. 12

Question: A stockholder inquired on why the Ayala Group of companies have different external auditors and if it is possible to have only on external auditor for the entire group. He also inquired who audits the external auditor of the Corporation.

Answer: The Chairman explained that the other subsidiaries are doing a joint ventures with other groups and that they follow through the corporate governance principle. He further explained that the SGV is the primary auditor across the group. He also added that the Audit Committee reviews and assesses the performance of the external auditors.​

Q& A No. 13

Question: A stockholder inquired on the paper used for the production of annual reports.

Answer: The Chairman confirmed that the papers used for the production of the annual reports are completely recycled papers.​

Q& A No. 14

Question: A stockholder inquired about the presence franchise stores of Generika drugstores nationwide specifically in Makati City.

Answer: Mr. Paolo Maximo F. Borromeo explained that out of 670 Generika drugstores nationwide, 85% to 90% are franchise stores and that there is one franchise store in Makati City, specifically in Makati Cinema Square.​

Q& A No. 15

Question: A stockholder asked about recreation of some areas in Ayala Avenue.

Answer: The President confirmed that there is a great deal of re-development in Makati City which is being done gradually. The biggest development currently underway is One Ayala, which will be a transportation hub. The President informed Mr. Rivera that the Corporation is a major participant in constantly looking for ways of improving Makati.​

Q& A No. 16

Question: A stockholder inquired if the Corporation will have a project involving Philippine National Railways.

Answer: The Chairman explained that the government has not made any decision yet about the Philippine National Railway (PNR) project but that the Corporation would consider it when the parameters are in place.​

Q& A No. 17

Question: A stockholder asked about the Corporation’s involvement in the drug rehabilitation program of the Philippine government.

Answer: Mr. Ruel T. Maranan, President of Ayala Foundation, Inc. disclosed that there is an existing partnership with the local government of Marawi City and the Department of Interior and Local Government for the establishment of a community-based rehabilitation center in Marawi City (Project Siapen). Turn-over is targeted for the 2nd quarter of 2017. The Chairman added that the Group is looking for other potential projects, with announcements to be made in due time.​

 

5. Result of Annual/Special Stockholders’ Meeting’s Resolutions

Resolution Approving Dissenting Abstaining
Resolution No. S-01-17: “RESOLVED, to approve the minutes of the annual stockholders’ meeting held on April 15, 2016.”

681,842,300 shares or 99,994% of the total represented shares

 

0

 

 

35,257 shares or 0.005% of the total represented shares

 

Resolution No. S-02-17: “RESOLVED, to note the Corporation’s Annual Report, which consists of the Chairman’s Message, the President’s Report, and the audio-visual presentation to the stockholders, and to approve the consolidated audited financial statements of the Corporation and its subsidiaries as of December 31, 2016, as audited by the Corporation’s external auditor SyCip Gorres Velayo & Co.”

681,810,163 shares or 99.989% of the total represented shares​

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

67,297 shares or 0.010% of the total represented shares

 

 

 

 

 

 

 

Resolution No. S-03-17: “RESOLVED, to elect the following as directors of the Corporation to serve as such beginning today until their successors are elected and qualified:

 

Jaime Augusto Zobel de Ayala​

 

 

Fernando Zobel de Ayala​

 

 

 

Delfin L. Lazaro

 

 

Xavier P. Loinaz

 

 

Ramon R. Del Rosario, Jr.

 

 

Keiichi Matsunaga

 

 

Antonio Jose U. Periquet”

 

 

 

 

 

 

 

 

677,379,560 shares or 82.534% of the total outstanding shares

 

672,072,230 shares or 81.888% of the total outstanding shares

 

672,891,098 shares or 81.987% of the total outstanding shares

 

681,731,052 shares or 83.064% of the total outstanding shares

 

673,891,302 shares or 82.109% of the total outstanding shares

 

676,069,891 shares or 82.375% of the total outstanding shares

 

675,678,626 shares or 82.327% of the total outstanding shares

 

 

2,405,869 shares or 0.293% of the total outstanding shares

 

9,703,482 shares or 1.182% of the total outstanding shares

 

8,893,994 shares or 1.084% of the total outstanding shares

 

54,470 shares or 0.007%  of the total outstanding shares

 

7,884,840 shares or 0.961% of the total outstanding shares

 

5,715,200 shares or 0.696% of the total outstanding shares

 

6,097,516 shares or 0.743% of the total outstanding shares

 

 

 

2,040,230 shares or 0.249% of the total outstanding shares

 

44,940 shares or 0.005% of the total outstanding shares

 

 

35,560 shares or 0.004% of the total outstanding shares

 

35,120 shares or 0.004% of the total outstanding shares

 

 

44,500 shares or 0.005% of the total outstanding shares

 

 

35,560 shares or 0.004% of the total outstanding shares

 

44 500 shares or 0.005% of the total outstanding shares

 

 

Resolution No. S-04-17: “RESOLVED, as endorsed by the Board of Directors, to approve the re-election of SyCip Gorres Velayo & Co. as the external auditor of the Corporation for the year 2017 for an audit fee of PhP5.4 million, inclusive of value-added tax.” 678,895,011 shares or 99.562% of the total represented shares 2,947,434 shares or 0.432% of the total represented shares 35,268 shares or 0.005% of the total represented shares

6. Date of publishing of the result of the votes taken during the most recent AGM for all resolutions:

April 24, 2017

(a) Modifications State, if any, the modifications made in the Annual/Special Stockholders’ Meeting regulations during the most recent year and the reason for such modification:

Modification Reason for Modification
None  

(b) Stockholders’ Attendance

(i) Details of Attendance in the Annual/Special Stockholders’ Meeting Held:

Type of Meeting Names of Board members/Officers present Date of Meeting Voting Procedure (by poll, show of hands, etc.) % of SH Attending in Person % of SH in Proxy Total % of SH attendance
Annual

Members of the Board: Jaime Augusto Zobel de Ayala, Fernando Zobel de Ayala, Yoshio Amano, Xavier P. Loinaz, Antonio Jose U. Periquet and Ramon R. Del Rosario, Jr.; Nominee to the Board/Newly Elected Director: Keiichi Matsunaga; and the members of the Senior Leadership Team

April 21, 2017 By poll 67.29% 11.30% 78.74%

Special

Not Applicable

(ii) Does the company appoint an independent party (inspectors) to count and/or validate the votes at the ASM/SSMs?

Yes. The company has engaged SyCip Gorres Velayo & Co. to validate the voting results of the company’s annual stockholders’ meeting since 2014.

(iii) Do the company’s common shares carry one vote for one share? If not, disclose and give reasons for any divergence to this standard. Where the company has more than one class of shares, describe the voting rights attached to each class of shares.

One vote per share for common and voting preferred shares. One vote per share for preferred “B” on matters where holders of non-voting shares are entitled to vote under Section 6 of the Corporation Code.

(c) Proxy Voting Policies

State the policies followed by the company regarding proxy voting in the Annual/Special Stockholders’ Meeting.

  Company's Policies
Execution and acceptance of proxies

Proxies shall be in writing, signed by the stockholder or his duly authorized representative and filed before the scheduled meeting with the Corporate Secretary.

A stockholder may designate any person of his choice to act as his proxy. Absent such designation or in cases where the designated proxy should fail to appear at the meeting, the Chairman of the meeting shall be deemed authorized and hereby directed to cast the vote as indicated by the voting stockholder or his proxy.

If a duly accomplished and executed proxy is undated, the postmark or date of dispatch indicated in the electronic mail or, if not mailed, its actual date of presentation, shall be considered as the date of the proxy.

Notary

Not required

Submission of Proxy

The stockholder may deliver in person or by mail his or her proxy forms directly to the Corporation through the Office of the Corporate Secretary not later than seven (7) business days prior to the meeting.

Several Proxies

Where a proxy is given to two or more persons in the alternative in one instrument, the proxy designated as an alternate can only act as proxy in the event of nonattendance of the other designated person. If the stockholder designates several proxies, the number of shares of stock to be represented by each proxy will be specifically indicated in the proxy form. Where the same stockholder gives two or more proxy forms, the latest one given is to be deemed to revoke all former proxies.

Validity of Proxy

The duly accomplished proxy form should be submitted to the Office of the Corporate Secretary not later than seven (7) business days prior to the date of the annual stockholders’ meeting. Unless provided in the proxy, it will be valid only for the meeting for which it is intended. No proxy will be valid and effective for a period longer than five (5) years at any one time. Stockholders may vote by proxy at other corporate meetings even when the purpose thereof is not solely to elect the directors of the Corporation.

Any reasonable doubt about the validity of the proxy shall be resolved in favor of the stockholder.

Proxies executed abroad

Proxies executed abroad should be authenticated by the Philippine Embassy or Consular Office.

Invalidated Proxy

Proxy forms received after the prescribed date of submission shall be invalid. A proxy may be revoked at any time before the right granted is exercised, unless it is coupled with interest. The revocation may be done in writing, orally or by conduct (e.g. appearance of the stockholder of record at the meeting).

Validation of Proxy

The validation of proxy shall be conducted by the Committee of Inspectors of Proxies and Ballots at least five (5) business days prior to the date of the stockholders’ meeting.

Violation of Proxy

No person making a solicitation shall solicit any undated or post-dated proxy or any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the security holder. No security broker shall give any proxy, consent or authorization, in respect of any security carried for the account of a customer, to a person other than the customer, without the express written authorization of such customer.

 

(d) Sending of Notices

State the company’s policies and procedure on the sending of notices of Annual/Special Stockholders’ Meeting.

Policies Procedure

In accordance with the company’s By-laws and applicable rules, written notice of the time, date, place, and purposes of the meeting shall be sent to all stockholders as of the record date for the annual/special stockholders’ meeting.

The Company abides by its policies in sending out of notices of Annual/Special Stockholders’ Meeting.

 

 

 

 

 

 

 

 

 

 

 

The notice of the annual/special stockholders’ meeting shall be sent to the stockholders at least 15 business days before the meeting.

The notice of the meeting shall be deemed to have been given at the time when delivered personally or deposited in the post office, or sent electronically or by e-mail.

The Corporation shall give the notice and provide electronically only to stockholders who have consented to receive notices by e-mail or electronic transmission.

(e) Definitive Information Statements and Management Report

Number of Stockholders entitled to receive Definitive Information Statements and Management Report and Other Materials

7,750

Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by market participants/certain beneficial owners

March 29, 2017

Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by stockholders

March 29, 2017

State whether CD format or hard copies were distributed

CD format, hard copies and electronic mail
If yes, indicate whether requesting stockholders were provided hard copies

Yes, stockholders who wished to receive paper copies of the Definitive Information Statement were provided with paper copies.

 

(f) Does the Notice of Annual/Special Stockholders’ Meeting include the following:

Each resolution to be taken up deals with only one item.

Yes

Profiles of directors (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) nominated for election/re-election

Yes

The auditors to be appointed or re-appointed.

Yes

An explanation of the dividend policy, if any dividend is to be declared.

Yes

The amount payable for final dividends.

Yes

Documents required for proxy vote.

Yes

Should any of the foregoing information be not disclosed, please indicate the reason thereto.

2) Treatment of Minority Stockholders

(a) State the company’s policies with respect to the treatment of minority stockholders.

Policies Implementation

A Director may be removed with or without cause, but directors shall not be removed without cause if it will deny minority shareholders representation in the Board.

The Company strictly adheres with its policies with respect to the treatment of minority stockholders.

 

 

 

 

 

 

 

 

 

 

 

 

The minority shareholders shall have the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided the items are for legitimate business purposes.

The minority shareholders shall have access to any and all information relating to matters for which the management is accountable for and to those relating to matters for which the management should include such matters in the agenda of the meeting provided always that this right of access is conditioned upon the requesting shareholder’s having a legitimate purpose for such access.

(b) Do minority stockholders have a right to nominate candidates for board of directors?

Yes, the company’s Board Charter and the Charter of the Nomination Committee allows any stockholder, including minority stockholders, to nominate candidates for board of directors.

 

 

 

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