Investors Relations Program

Governance  >  Annual Corporate Governance Report  > Investors Relations Program

INTERNAL AND EXTERNAL COMMUNICATIONS POLICIES

Ayala’s external and internal communications programs are handled by both the Corporate Communications and Investor Relations units. Major company announcements are reviewed and approved by the Chairman and Chief Executive Officer, President and Chief Operating Officer, Audit Committee, Chief Finance Officer and Group Head of Corporate Strategy and Development, as applicable.

The company’s communication policies are reviewed in conjunction with enterprise risk management reviews or as needed or required.

INVESTOR RELATIONS PROGRAM

  Details

(1) Objectives

 

The company’s investor communications program is aimed at promoting greater understanding among the investing public of the company’s investment proposition, its performance targets and strategies, and its long-term value creation objectives.

Through its Investor Relations Unit under Corporate Strategy and Development, information requirements of the investing public and minority shareholders are fully disclosed to the Philippine Stock Exchange on time, as well as through quarterly briefings, annual reports, stockholders’ meetings, one-on-one meetings, conference calls, roadshows, investor conferences, website, mobile application, email alerts and conference calls.

The Investor Relations Unit also provides feedback to company management of perspectives and views of the investing public on the company and its stated goals/strategies.

(2) Principles

 

Ayala’s investor relations program is guided by the principles of full disclosure, transparency and fairness. The company also implements uniform disclosure standards across all stakeholders (whether minority, retail, institutional, local or foreign shareholders). Ayala also practices proper internal checks across all communications and ensures these do not compromise competitive information.

(3) Modes of Communications

 

Ayala employs the following modes of communications for its stakeholders:

  1.  Structured and unstructured corporate disclosures
  2. Company website
  3. Analysts’ briefings
  4. Mobile application  
  5. Press releases
  6. Press briefings
  7. One-on-one meetings between company officers and analysts/institutional investors
  8.  Annual report
  9. International and local investor conferences
  10. International non-deal roadshows
  11. Stockholders’ meeting
  12. Conference calls
  13. Email alerts

(4) Investors Relations Officer

 

Ms. Celeste M. Jovenir

Investor Relations Head

Tel:+632 908 3394

Email: jovenir.cm@ayala.com.ph

Fax: +632 848 5846

 

RULES AND PROCEDURES FOR MERGERS AND ACQUISITIONS

  1.  Starts with Strategy and Planning where a potential transaction is assessed in the context of strategic goals of the Company, its subsidiaries and affiliates;
  2. Once this is pre-cleared through the Investment Committee (IC), the transaction then goes to the second stage of evaluation and screening for a more detailed due diligence procedure. In this stage, a project lead, team members (from financial, technical, legal, commercial, environmental, etc.), steering committee members (preferably composed of business unit, finance and legal representatives) and external advisors are formed and engaged;
  3. An inventory of risks with various risk levels / probability of occurrence and suggested risk mitigants are reported to the Steering Committee for evaluation, recommendation and discussion of risk levels, tolerance and mitigation strategies;
  4. The key transaction risks and mitigation strategies identified along with the proposed offer, structure and authorized signatories are then subject to IC approval;
  5. \When necessary, the proposal will also pass through the Finance Committee, Executive Committee and the Board of Directors;
  6. Once approved, the final bid or offer is prepared and the binding terms of the definitive agreements are negotiated and discussed.
  7. After signing, the transaction is then disclosed to the public.

RULES AND PROCEDURES FOR DIVESTMENTS

  1. Starts with strategy and planning on the account of the portfolio review or business unit initiative in the context of strategic goals of Company, its subsidiaries and affiliates;
  2. Approval of the Investment Committee is needed in order to determine initial position of whether to hold or sell;
  3. Once pre-cleared, a project lead, team members (from financial, technical, legal, commercial, environmental, etc.), steering committee members (preferably composed of business unit, finance and legal representatives) and external advisors are formed and engaged;
  4. Divestment plans (with identification of potential buyers and target selling price) are prepared;
  5. Investment teaser is provided to the interested buyers and they are asked to sign an Non-Disclosure Agreement (NDA);
  6. After signing the NDA/exclusivity agreement, buyers can then perform its own due diligence;
  7. Offers are evaluated by the team and steering committee and presented to the IC (then Finance Committee/Executive Committee/Board of Directors, if necessary) for approval;
  8. Once approved, the final bid or offer is prepared and the binding terms of the definitive agreements are negotiated and discussed;
  9. After signing, the transaction is then disclosed to the public.

The company engaged various accredited independent parties to issue fairness opinion reports for the Company’s mergers, acquisitions of assets and divestment transactions.

There are no transactions in 2017 that required fairness opinion report from an independent party.  

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