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MANUAL OF CORPORATE GOVERNANCE

ARTICLE I

PREAMBLE

Corporate governance “refers to a system whereby shareholders, creditors and other stakeholders of a Corporation ensure that Management enhances the value of the Corporation as it competes in an increasingly global market place”. It encompasses the entirety of the legal and factual regulatory framework for managing and supervising a Corporation. The primary goal of corporate governance is to create and sustain increased value in the Corporation for all of its stakeholders. To achieve this goal, it is necessary – among other things – to clearly set forth the principles of appropriate supervision and good management, and thereby lay the groundwork for development and implementation of value-creating activities. Moreover, it is as important that these agreed principles of governance are made transparent to all stakeholders concerned, thereby safeguarding stakeholders’ rights as well as promoting stakeholder participation in the corporate governance process.

The framework for Corporate Governance is not drawn from any single document. The Philippine Corporation Code lays down the basic legal framework for corporate governance of every Philippine corporation. It is supplemented by the Securities Regulation Code (Republic Act No. 8799), the Securities and Exchange Commission (“PhilSEC” or “Commission”) implementing rules and regulations, and the Code of Corporate Governance (SEC Memorandum Circular No. 2, Series of 2002). All terms used herein are used with the meanings assigned to them by said laws and implementing rules and regulations.

The machinery for corporate governance of Ayala Corporation (“Ayala Corporation” or “Ayala” or the “Corporation”) is principally contained in the Corporation’s Articles of Incorporation and By-Laws and their amendments. These constitutive documents lay down, among others, the basic structure of governance, minimum qualifications of directors, and the principal duties of the Board of Directors and officers of the Corporation. The function of this Manual of Corporate Governance is to supplement and complement the Corporation’s Articles and By-Laws by setting forth principles of good and transparent governance.

The Board of Directors, Management, Officers and employees of Ayala Corporation commit themselves to the principles and best practices of governance contained in this Manual as a guide in the attainment of its corporate goals. The Corporation shall make a continuing effort to create awareness of a good corporate governance within the organization. At the same time, the entire organization declares its continuing commitment to the Mission Statement and core values of Ayala Corporation made an integral part of this Manual.

MISSION STATEMENT

AYALA CORPORATION, as a holding company, has the primary goal of establishing, developing, financing and leading business undertakings in strategic industries in the Philippines, in the ASEAN region, and other key growth areas.

Our intent is to be strong, Philippine-based business house with an international character, combining Filipino talent and ingenuity with internationally-acquired technology.

Driven by the core values of integrity and primacy of the person, dignity of work, pride in excellence, commitment to national development and concern for others, we are committed to ensure long-term profitability, increase shareholder value, provide stable employment and career opportunities, and build mutually beneficial linkages with partners who share our business philosophy and values.

We strive to be a leader in all our business endeavors and to make a meaningful contribution to national development.

CORPORATE VALUES

Integrity and Primacy of the Person - We are a company of professionals whose unique roles and individual contributions towards corporate goals provide us with concrete opportunities to develop character and purpose in our professional and personal lives.

Dignity of Work - Work allows us to fulfill a fundamental human need: our drive to be productive and useful. Our company engenders in us a sense of pride and satisfaction in the fruits of our talents and efforts, which we place in Ayala’s service, as part of a dynamic and well-knit team.

Pride in Excellence - We strive for excellence because turning out the highest quality products and services is the most fitting tribute to our customers and society at large, to our company, to our colleges and to ourselves. This means stretching our performance to levels that match and even exceed our corporate goals.

Concern for Others - We support “people” and “non-government” organizations which link needs with resources in the unending work of social development. Ayala Accepts its responsibility to society - beyond reciprocity, a commitment to mutual respect, compassion, and giving.

Commitment to National Development - We place a premium on loyalty, not only in our relationships and responsibilities but also to our roots which are the social and civic ground that has nourished and strengthened our enterprise. We purposefully translate our commitment to national development into corporate vision and enterprise.
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