Governance Policies

Related Party Transactions

It is the policy of Ayala Corporation that related party transactions between the Corporation or any of its subsidiaries of affiliates and a Related Party as defined below shall be subject to review and approval to ensure that they are at arm's length, the terms are fair, and they will inure to the best interest of the Corporation and its subsidiaries or affiliates and their shareholders. Related party transactions shall be disclosed, reviewed and approved in accordance with this Policy consistent with the principles of transparency and fairness.

To promote good governance, it is also the policy of the Corporation to encourage its subsidiaries and affiliates to adopt their own policy on related party transactions.

For related Party Transaction Policy, download here.

 

Multiple Board Seats

Ayala Corporation shall ensure that adequate time and attention in given to the fulfillment of the Directors of their duties. The Independent Directors and Non-executive Directors shall hold no more than five board seats in publicly-listed companies and Executive Directors shall hold no more that two board seats in listed companies outside the Corporation's group. In the implementation of this policy, the Board may consider several directorships in related companies or companies in the same industry as one.

 

Board Diversity

Ayala Corporation is committed to having our Board comprised of qualified and dedicated Directors with a diverse mix of expertise, experience, skills and backgrounds. Diversity includes business experience, age, gender and ethnicity. Nominees shall be selected based on merit.

 

Term Limit for Independent Directors

An Independent Director, after serving for nine (9) years, shall be perpetually barred from being elected as such in the Corporation, without prejudice to being elected as a non-Independent Director in the Corporation and as an Independent Director in other companies outside of the business conglomerate, where applicable, under the same conditions provided for in the rules and regulations of the SEC. In case the Corporation wants to retain an Independent Director who has served for nine (9) years already, the Board should provide meritorious justifications and seek shareholder's approval during the annual shareholders' meeting.

Meet the Board

Meet the Board

Board of Directors

Board of Directors

For complete profiles of the Board Directors, click here

Board of Directors

Board of Directors

Board Attendance for the Year Ended December 31, 2018 (Board, Committee and Stockholders’ Meetings)

Board Attendance for the Year Ended December 31, 2018 (Board, Committee and Stockholders’ Meetings)

Individual Director Compensation (for 2018)

Individual Director Compensation (for 2018)

Executive Compensation

Executive Compensation

To learn more about the Directors and Executives Compensation, click here

Ownership and Control

Capital Structure

Number of shares outstanding as of February 28, 2019

Number of shares outstanding as of February 28, 2019

Ownership Structure

Security Ownership of More than 5% Record Owners as of February 28, 2019

Security Ownership of More than 5% Record Owners as of February 28, 2019

For the list of the company's top 20 shareholders, click here

Directors and Executives Equity

Directors and Executives Equity

Shareholders' Rights

For the rights granted to all shareholders, click here

For the matters taken up and voting results of the 2018 Annual Stockholders' Meeting, click here

For the matters taken up and voting results of the 2019 Annual Stockholders' Meeting, click here

In 2019, Ayala updated its process of Electronic Voting in Absentia by setting up an online web address (URL) which may be accessed by the stockholders to register and vote on the matters at the meeting through remote communication or in absentia. A stockholder who votes through remote communication or in absentia shall be deemed present for purposes of quorum.

Accountability and Audit

External Audit

For the independent auditor's report, please refer to the Audited Financial Statements attached to the company's SEC Form 17-A. Download here

External Auditor

In accordance with regulations issued by the Securities and Exchange Commission, the audit partner principally handling the company’s account is rotated every five years.

 

Internal Audit

Ayala Corporation's Internal Audit supports the Audit Committee in the effective discharge of its oversight role and responsibility and its activities are governed by a separate Internal Audit Charter approved by the Audit Committee and the Board. Internal Audit adopts a risk-based audit approach in developing its annual work plan, which is reassessed quarterly to consider emerging risks. As of 2018, the audit team has an average of 13.4 years audit experience and an average of 8.5 years tenure in the Ayala group.

For the company's Attestation of Internal Controls, click here