Rights and Equitable Treatment of Stockholders | Ayala

Rights and Equitable Treatment of Stockholders

Governance  >  Annual Corporate Governance Report  > Rights and Equitable Treatment of Stockholders

I. RIGHT TO PARTICIPATE EFFECTIVELY AND VOTE IN ANNUAL/SPECIAL STOCKHOLDERS' MEETINGS

 

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

 
 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 (common and voting preferred share) entitles its registered owner as of the Record Date to one vote.

In the case of the election of directors, directors are elected individually. 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.

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 Committee of Inspectors of Proxies and Ballots and the results will be validated by the external auditor of the Company, SGV & Co.

 

Stockholders' Participation During Annual Stockholders' Meeting 

The agenda for the Annual Stockholders’ Meeting, the detailed Definitive Information Statement and the unbundled proxy form are distributed to the stockholders on record at least 28 days prior to the meeting to enable the stockholders to study and understand every agenda item of the meeting.

In support of greater transparency and improved shareholder involvement, the company provides multiple voting options such as appointing a proxy, voting in-person, or through electronic voting in absentia. There is a secure, easy-to-use Electronic Voting in Absentia System accessible to all stockholders, allowing stockholders to exercise their right if unable to attend the Annual Stockholders’ Meeting. Equal effect is given to votes whether cast in person or in absentia.

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.

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. 

 

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.

 

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.

 

II. DIVIDEND DECLARATIONS

 

Cash Dividend on Common Shares

Declaration Date

Record Date

Payment Date

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

December 1, 2017

December 15, 2017

December 31, 2017

June 22, 2018

July 6, 2018

July 22, 2018

December 6, 2018

December 20, 2018

January 5, 2019

July 16. 2020

July 30, 2019

August 15, 2019

December 5, 2020

December 19, 2019

January 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Dividend on Preferred B Series 1 Shares

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

December 1, 2017

January 22, 2018

February 15, 2018

December 1, 2017

April 18, 2018

May 15, 2018

December 1, 2017

July 20, 2018

August 15, 2018

December 1, 2017

October 18, 2018

November 15, 2018

December 6, 2018

January 22, 2019

February 15, 2019

December 6, 2018

April 16. 2019

May 15, 2019

December 6, 2018

July 22, 2019

August 15, 2019

December 6, 2018

October 21, 2019

November 15, 2019

December 5, 2019

January 22, 2020

February 15, 2020

December 5, 2020

April 20, 2020

May 15, 2020

December 5, 2020

July 22, 2020

August 15, 2020

December 5, 2020

October 20, 2020

November 15, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Dividend on Preferred B Series 2 Shares

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

December 1, 2017

January 10, 2018

February 5, 2018

December 1, 2017

April 10, 2018

May 5, 2018

December 1, 2017

July 11, 2018

August 5, 2018

December 1, 2017

October 8, 2018

November 5, 2018

December 6, 2018

January 10, 2019

February 5, 2019

December 6, 2018

April 4, 2019

May 5, 2019

December 6, 2018

July 10, 2019

August 5, 2019

December 6, 2018

October 9, 2019

November 5, 2019

December 5, 2019

February 4. 2020

February 28, 2020

December 5, 2019

May 5, 2020

May 29, 2020

December 5, 2019

August 4, 2020

August 29, 2020

December 5, 2019

November 4, 2020

November 29, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Dividend on Voting Preferred Shares

Declaration Date

Record Date

Payment Date

December 3, 2015

April 26, 2016

May 20, 2016

December 2, 2016

April 25, 2017

May 20, 2017

December 1, 2017

April 24, 2018

May 20, 2018

December 6, 2018

April 23, 2019

May 20, 2019

December 5, 2020

April 23, 2020

May 20, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

III. ALTERNATIVE DISPUTE RESOLUTION

Any dispute, controversy or claim between the Corporation and its stockholders arising from, relating to, or in connection with the implementation of the Articles of Incorporation or By-Laws, or from intra-corporate relations, except those involving criminal offenses and interests of third parties, may be referred to and resolved by arbitration as provided under the Philippine Alternative Dispute Resolution Act of 2014.

The arbitration shall be conducted in accordance with the Arbitration Rules of the Philippine Dispute Resolution Center, Inc. of the Philippine Chamber of Commerce and Industry (the “Arbitration Rules”) and SEC Rules and Regulations then in effect.

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