Investor FAQs                                                                                                  

Shareholder Governance Structure

Who are Ayala’s top shareholders?
What has Ayala done over the past two years to improve corporate governance?
Why is Ayala Corp. creating voting preferred shares?                                                                                           What are the details and terms of the preferred shares?

P & L Issues

What has been Ayala’s net income and EPS over the past five years?
What have been the major contributors to Ayala's net income (income contribution of the subsidiaries and affiliates)?
What is the company's Return on Equity (ROE)?
What are its subsidiaries' ROE? (all based on average equity)
What is Ayala's Return on Assets (ROA)?

Debt / Balance Sheet Issues

How much is Ayala's consolidated debt?
How will you address the company's investment initiatives?
How much obligations were paid in 2009? How much were prepaid?
What has your historical debt been like? What is your debt strategy moving forward?
What were your recent fund-raising activities?

Cash Flows and Dividend Policy

How have Ayala’s cash dividends received grown over the past few years?

Capex and Investments

How much capex did the group spend in 2008? What is the capex budget for 2009?
What is the microfinance joint-venture bank that BPI, Globe, and Ayala are forming?
The BPO companies have been building up scale through acquisitions. What are the recent acquisitions that were undertaken?

Manpower Complement

What is the total manpower complement of Ayala Corporation?

Shareholder Governance Structure

Who are Ayala’s top shareholders?

Ayala Corporation has 498M outstanding common shares. Below are the company's top stockholders as of December 31, 2009 as registered with BPI Stock Transfer: 

Filipino - 69%
Non-Filipino - 31%

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.

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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 has increased the number of independent directors to two.
• An independent director chairs all of the committees except Executive Committee.

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Why is Ayala Corp. creating voting preferred shares?

AC is creating voting preferred shares to provide foreign investors the flexibility to own a greater number of common shares. When issued, the preferred shares would help increase liquidity and further unlock the value of AC's listed common shares.

The issue will also address the foreign ownership restriction. Currently, AC's foreign ownership level of common shares is at 35% (based on outstanding common shares as of December 31, 2009). However, historical trading patterns indicate that during a bull market, when foreign buying interest on AC shares is most active, the company's foreign ownership level can go up to as high as 39%, nearly breaching the 40% limit. The preferred shares issue will ensure that AC remains a predominantly Philippine-controlled company and fully complies with the required ownership limits.

What are the details and terms of the preferred shares?

Details of the shares can be found in our official SEC disclosure here.

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P & L Issues

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

*Pre-IFRIC 12

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

Breakdown in %:

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What is the company's Return on Equity (ROE)?

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

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

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

Ayala's ROA in 2009 was 3.51%, compared with 3.68% in 2008 and 8.29% in 2007.

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How will you address the company's investment initiatives?

The company raised an aggregate of P8.0 B in fresh funds in 2009 prior to the tightening of the market. This enabled us to fund the major investments for the year which totaled around USD43.7M.

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How much obligations were paid in 2009? How much were prepaid?

A total of P7.8B or USD170M of loans were paid off in 2009, of which P7.2B or USD155M were prepaid prior to final maturity, generating savings of around P790M over the remaining life of these loans.

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What has your historical debt been like? What is your debt strategy moving forward?

What were your recent fund-raising activities?

In 2009 the company raised P8.0B consisting of:

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Cash Flows and Dividend Policy

How have Ayala’s cash dividends received grown over the past few years?

Cash Dividends Received

*BPI special cash dividend declared in 2006 but received in 2007
**Declared in 2007, subject to SEC approval but expected to be received in 2008

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Capex and Investments 

How much capex did the group spend in 2009? What is the capex budget for 2010?

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What is the microfinance joint-venture bank that BPI, Globe, and Ayala formed?

BPI, Globe and Ayala set up a mobile microfinance joint venture bank ("JV") to promote the growth of microfinance in the country. The joint venture will leverage ont he resources and expertise of the partners in order to provide a wide-array of financially-related products and services to low income clients. The stakes of the partners in the JV are: BPI 40%, Globe 40% and Ayala 20%. Ayala invested P70.7M in 2009 for a 20% stake.

The JV's corporate vehicle is Pilipinas Savings Bank, later renamed as BPI-Globe BanKO Savings Bank. BanKO will initially offer wholesale loans to microfinance institutions ("MFIs"). It purchased a portion of the existing MFI wholesale loan portfolio of BPI and will attract other MFIs by offering them not only wholesale loans but other services as well.

The BanKO utilizes the mobile "GCash" technology of Globe to differentiate itself from other banks. With GCash, BanKO offers FMIs and their borrowers "virtual" wallets to serve as regular savings accounts for deposits and loan repayments. GCash will also serve as a platform for BanKO's retail loan business.

BanKO was publicly launched last February 23, 2010. It has started releasing retail loans last February 1 through its 15 Retail Loan Coordinators. Initial areas of operations are: Pasig, Mandaluyong, San Juan, Quezon City and Manila.

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The BPO companies have been building up scale through acquisitions. What were the M&A activities made in BPO in 2009?

In March 2009, Integreon carved out the Bristol, England middle office operations of Osborne Clarke, a top 50 U.K. law firm, creating the first onshore shared-services center for the U.K. legal sector. Under a seven-year, £50-million agreement, Integreon will provide IT, document, research, analytics and support services to Osborne Clarke.

In March 2009, eTelecare completed the acquisition of The Phone House (Proprietary) Limited, a BPO Services subsidiary of Talk Talk Group Limited, the telecommunications division of The Carphone Warehouse Group PLC (LON: CPW). In conjunction with the purchase of The Phone House, eTelecare entered into a three year agreement to provide BPO services to Talk Talk Group customers in the United Kingdom. The acquisition expanded eTelecare's global delivery network by adding approximately 400 employees in Cape Town, South Africa to provide an offshore delivery platform to serve the large UK contact center market.

In April 2009, Integreon completed the asset acquisition of ONSITE3(TM), a leading global provider of electronic evidence solutions for law firms and corporations, based in Arlington, Virginia. The merger significantly increased the scale of Integreon's litigation support business by adding electronic discovery and forensics to its onshore and offshore attorney review services and providing the market with a one-stop litigation support solution.

In October 2009, Stream Global Services and eTelecare Global Solutions completed their merger. This created a leading customer relationship management services company with approximately 30,000 employees in 50+ solution centers in 22 countries, offering sales, care and technical support services in over 30 languages to large international enterprises. Post-merger, LiveIt's ownership stake is 26%

In October 2009, Integreon acquired Grail Research, the captive strategic research and decision support unit of the Monitor Group, one of the world's leading management consulting companies. Grail is headquartered in Cambridge, Massachusetts and has more than 200 employees in India, China and South Africa. The acquisition expanded Integreon's business intelligence, research and analytics business into high-end, customized market research, and includes a 5 year contract for Monitor to buy research services from Integreon.

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Manpower Complement

What is the total manpower complement of Ayala Corporation?

• There are 67 male and 53 female employees
• 38 or 32% of 120 are seconded to the subsidiaries
• 82 or 68% of 120 work at Holding Company level
• The ratio of Managers to Staff at Holding Company level is approximately 3:2
• The average years of service is 16.36.
• The average age is 47.19. 

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