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Shareholder Governance Structure

Who are Ayala’s top shareholders?

Stockholder Name

No. of Common Shares

Percentage (of Common Shares)

1

Mermac, Inc.

210,895,275

50.90%

2

PCD Nominee Corporation (Non-Filipino)

114,131,230

27.54%

3

Mitsubishi Corporation

43,803,848

10.57%

4

PCD Nominee Corporation (Filipino)

19,068,307

4.60%

5

Shoemart, Inc.

13,356,674

3.22%

6

Henry Sy, Sr.

1,080,530

0.26%

7

ESOWN Administrator 2006

642,904

0.16%

8

ESOWN Administrator 2007

619,912

0.15%

9

Philippine Remnants Co., Inc.

571,560

0.14%

10

ESOWN Administrator 2005

505,964

0.12%

11

BPI TA 14105123 FAO Consuelo Zobel Alger Foundation

316,381

0.08%

12

Cygnet Development Corporation

306,763

0.07%

13

Sysmart Corporation

254,659

0.06%

14

Mitsubishi Logistics Corporation

250,356

0.06%

15

Antonio O. Olbes

195,993

0.05%

16

Eduardo O. Olbes

163,328

0.04%

17

Aristón Estrada, Jr.

161,040

0.04%

18

AC ESOP/ESOWN Account

136,545

0.03%

19

Andre Jon Tiu

109,442

0.03%

20

Telengtan Brothers & Sons, Inc.

95,040

0.02%

Note that scripless shares lodged under the Philippine Central Depository (PCD) cannot be broken down into ultimate beneficial ownership as these are held in “street” name, either under the broker’s name or under the custodian bank’s name.
What has Ayala done over the past two years to improve corporate governance?
  • Adherence to the principles and practices of good corporate governance has been reinforced by greater transparency in the company's disclosures.
  • Ayala ensures full compliance in both structured and non-structured disclosures to the Philippine Stock Exchange and the Securities and Exchange Commission.
  • Ayala has consistently raised the level of its reporting to comply with and adopt International Accounting Standards, in some cases even before these are required by Philippine GAAP.
  • The Audit Committee of the Board meets regularly and performs its oversight role in managing the risks involved in the operations of the company.
  • The Board is also moving towards having an additional independent director.
How are shareholders of the Ayala Group of companies able to cumulate their votes for director elections?

In the absence of a specific instruction from a stockholder to cumulate his votes for named directors, the presumption is that the votes shall be apportioned equally among the named nominees. However, the right to cumulate can always be exercised by a shareholder even if the company is not soliciting proxy. It is a right given under the law to all shareholders.

The process is for the shareholder to express his intention to cast all his cumulative votes for the independent director only. The intention must be addressed to the Nominations Committee or to the Corporate Secretary before the annual stockholders meeting. His votes will be recorded accordingly as instructed. The results of the annual stockholders meeting including the election of the directors and their respective votes will be posted in the company’s Web site subsequent to the meeting.

P & L Issues

What has been Ayala’s net income and EPS over the past five years?

 

2007

2006

2005

2004

2003*

2002*

Net income

16,198 12,177

8,198

7,353

2,663

2,133
Pref divs - equity
549 274      
Net income to common 15,649 11,903 8,198 7,353 2,663
2,133
Wtd ave no of shares 416 346 343 343 343
343

EPS (diluted)

37.62 34.41

23.78

21.33

7.73

6.20

*Not restated for new accounting standards

What have been the major contributors to Ayala's net income (income contribution of the subsidiaries and affiliates)?

(in M pesos)

2007

2006

2005

ALI

2,437

2,326

2,375

BPI

3,291

3,300

3,026

Globe

4,545

4,109

3,616

AC Capital

     

   MWC

741

588

1,438

   IMI

1,250

1,061

1,519

   Auto

389

264

223

   AIPL

230

474

265

   Others

(1,187)

(24)

(257)

       

Breakdown in %:

 

2007

2006

2005

2004

2003*

2002*

ALI

21%

19%

20%

18%

24%

31%

BPI

28%

27%

25%

22%

20%

23%

Globe

39%

34%

29%

40%

46%

40%

AC Capital**

12%

20%

26%

20%

10%

6%

             

*Not restated for new accounting standards
**Included contribution of Pure Foods in 1999 and 2000.


What is the company's ROE?

 

2007

2006

2005

2004

2003*

2002*

Net income

16,198 12,177

8,198

7,353

2,663

2,133
Average SE
82,156 69,165 57,207 50,527 46,983 45,213
ROE** 19.7% 17.6% 14.3% 14.6% 5.7%
4.7%

*Not restated for new accounting standards
**Based only on O/S common shares and does not include preferred shares

What are the subs' ROE? (all based on average equity)

 

2007

2006

ALI

10.2% 9.8%
BPI
15.3% 14.4%

Globe

23.6% 21.7%
MWC
19.2% 22.0%
IMI 22.8% 28.0%
 

*Not restated for new accounting standards
**Based only on O/S common shares and does not include preferred shares

What is Ayala's Return on Assets (ROA)?

Ayala's ROA in 2007 was 8.25%, compared with 6.68% in 2006.

Debt / Balance Sheet Issues

How much is Ayala's consolidated debt?

(in million pesos)

ST Debt

CP-LTD

LTD

Preferreds

Total

2007

2,634

9,513

37,885

50,032

2006

2,504

9,360

38,518

2,500

52,881

Change

150

153

(633)

(2,500)

(2,850)

           
     
2007
   

AC

 

1,322

22,488

 

23,809

ACIFL

 

5,421

826

 

6,247

AYCFL

 

 

6,192

 

6,192

ALI

1,613

2,377

6,150

 

10,139

IMI

342

330

2,229

 

2,901

AIPL

48

 

   

48

AAHC

566

 

   

566

LiveIT

-

61

   

61

Azalea

65

2

1

 

67

Total

2,634

9,513

37,885

-

50,032

     
2006
   

AC

 

2,172

19,563

2,500

24,235

ACIFL

 

3,217

7,687

 

10,905

ALI

1,556

3,564

7,718

 

12,837

IMI

462

401

3,548

 

4,411

AIPL

354

 

   

354

AAHC

79

 

   

79

Azalea

53

5

2

 

60

Total

2,504

9,360

38,518

2,500

52,881