Disclosure and Transparency

Governance  >  Annual Corporate Governance Report  > Disclosure and Transparency

I . OWNERSHIP STRUCTURE

Holding 5% shareholding or more as of March 31, 2018

 

Shareholder

Number of Shares

Percent*

Beneficial Owner

Mermac, Inc.

Common-296,625,706

Voting Preferred- 159,577,460

55.56%

Mermac, Inc.

PCD Nominee Corporation (Non-Filipino)

Common- 186,367,305

22.69%

PCD Participants acting for themselves or for their customers

PCD Nominee Corporation (Filipino)

Common- 78,561,325

9.57%

PCD Participants acting for themselves or for their customers

Mitsubishi Corporation

Common- 54,577,540

Voting Preferred- 32,640,492

10.62%

Mitsubishi Corporation

*of outstanding voting shares
 

Shareholdings of Officers as of April 20, 2018

 

Name of Senior Management

Number of Direct shares

Number of Indirect shares / Through (name of record owner)

% of Capital Stock

Jaime Augusto Zobel de Ayala

Common-39,731

Voting Preferred-543,802

Common (through ESOWN subscription)- 182,275

Preferred B (lodged with PCD Nominee Corp) – 20,000

0.0905%

Fernando Zobel de Ayala

Common-53,189

Voting Preferred-554,983

Common (through ESOWN subscription)-174,947

0.0902%

Cezar P. Consing

None

Common (through ESOWN subscription)-77,044

0.0089%

Bernard Vincent O. Dy

None

Common (through ESOWN subscription) – 9,567

0.0011%

Arthur R. Tan

Common-80,754

Common (through ESOWN subscription)-118,315

Common (lodged with PCD Nominee Corp)-89,222

0.0332%

Jose Rene Gregory D. Almendras

Common – 1,800

Common (through ESOWN subscription) – 37,545

0.0045%

Alfredo I. Ayala

Common-25,760

Common (through ESOWN subscription)-146,786

0.0199%

John Eric T. Francia

None

Common (through ESOWN subscription)-132,459

Common (lodged with PCD Nominee Corp)-1,308

0.0154%

Solomon M. Hermosura

Voting Preferred Shares – 53,583

Common (through ESOWN subscription)-122,305

Common (lodged with PCD Nominee Corp -36

0.0203%

Ferdinand M. Dela Cruz

None

Common (through ESOWN subscription)-39,755

0.0046%

Jose Teodoro K. Limcaoco

None

Common (through ESOWN subscription)-204,407

Common (lodged with PCD Nominee Corp)-20,270

0.0259%

Ruel T. Maranan

None

Common (through ESOWN subscription)-13,039

0.0015%

John Philip S. Orbeta

None

Common (through ESOWN subscription)-442,366

Common (lodged with PCD Nominee Corp) – 90,471

0.0614%

Paolo Maximo F. Borromeo

None

Common (through ESOWN subscription)-38,974

0.0045%

Ma. Cecilia T. Cruzabra

Common-7,092

Common (through ESOWN subscription)-10,362

0.0020%

Josephine G. De Asis

None

Common (through ESOWN subscription)-16,530

0.0019%

Catherine H. Ang

None

Common (through ESOWN subscription)-16,196

Voting Preferred Shares – 5,290

0.0025%

Dodjie D. Lagazo

None

None

-

Joanne M. Lim

None

None

-

TOTAL

1,360,694

2,009,469

0.3881%

 

All directors and officers from Managing Directors and above, and the Controllers, Chief Internal Auditor, Chief Risk Officer, Treasurer, Corporate Secretary and Assistant Corporate Secretary, shall report their trades to the Office of the Compliance Officer within three (3) business days from dealing with such securities. All other officers and employees shall likewise report to the Office of the Compliance Officer within ten (10) days from the end of each quarter their trades with Ayala securities during such quarter.

 

II. ANNUAL REPORT DISCLOSURES 

The annual report disclosed the following:

Key risks

Biographical details of directors/commissioners

Corporate objectives

Training and/or continuing education program attended by each director/commissioner

Financial performance indicators

Number of board meetings held during the year

Non-financial performance indicators

Attendance of each director in respect of meetings held

Dividend policy

Details of whistle-blowing policy

 

 

 
 

External Auditor’s Fee for the Year 2017

 

Name of auditor

Audit Fee

Audit Related Fee

Non-audit Fee

Sycip, Gorres, Velayo & Co.

P5.43million*

P5.54million*

P0.12million*

 *inclusive of VAT

 

III. MEDIUM OF COMMUNICATIONS

Ayala employs the following modes of communication for disseminating corporate developments and financial and operational results on a regular basis to its stakeholders:

Structured and unstructured corporate disclosures

One-on-one meetings between company officers and analysts/institutional investors

Company website

Annual report

Analysts’ briefings

International and local investor conferences

Press releases

International non-deal roadshows

Press briefings

Stockholders’ meeting

Conference calls

Email alerts

 

 

 

 

 

 
Date of Release of Audited Financial Statements 
 

2016 Audited FS - March 24 2017

2017 Audited FS - March 16, 2018

 

V.  COMPANY WEBSITE

The companywebsite discloses up-to-date information about the following

  • Business operations
  • Financial statements/reports (current and prior years)
  • Materials provided in briefings to analysts and media
  • Shareholding structure
  • Group corporate structure
  • Downloadable annual report
  • Notice of AGM and/or EGM
  • Company's constitution (company's by-laws, memorandum and articles of association)

 

VI. RELATED PARTY TRANSACTIONS 

The Related Party Transactions of the Company are disclosed in the audited financial statements.

 
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