Rights of Stockholders

Governance  >  Annual Corporate Governance Report  > Rights of Stockholders

RIGHT TO PARTICIPATE EFFECTIVEY IN AND VOTE IN ANNUAL/SPECIAL STOCKHOLDERS' MEETINGS

 

Quorum Requirement : One-half of the outstanding stock is present or represented except in cases where the Corporation Law requires a greater number.

 
 System Used to Approve Corporate Acts
 
System Used By poll.

Description

Straight and cumulative voting.

In all items for approval, each voting share of stock entitles its registered owner as of the Record Date to one vote.

In the case of the election of directors, each stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate the aforesaid shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many nominees as he shall see fit; provided that, the whole number of votes cast by him shall not exceed the number of shares owned by him multiplied by the total number of directors to be elected.

Voting will be by poll. Upon registration at the annual stockholders’ meeting, each stockholder will be given a ballot to enable him to vote in writing on each item or proposal in the Agenda. Nonetheless, each stockholder may vote viva voce or by other means of communicating his approval or objection.

All votes will be counted and tabulated by the Office of the Corporate Secretary and the results will be validated by the external auditor of the Company, SGV & Co.

 

STOCKHOLDERS' PARTICIPATION DURING ANNUAL STOCKHOLDERS' MEETING

The agenda for the Annual Stockholders’ Meeting, the detailed Definitive Information Statement and the unbundled proxy form are distributed to the stockholders on record 15 business days prior to the meeting to enable the stockholders to study and understand every agenda item of the meeting. During the annual stockholders’ meeting, the Chairman of the Board encourages the stockholders to ask questions for each agenda or matters for approval during the meeting. The question and answer portion is documented in the minutes of the meeting.

The Company calls for a regular or special stockholders’ meeting to propose to the stockholders the actions listed above. The details of the proposed actions are presented in the Definitive Information Statement which is made available to the stockholders. During the meeting, the Company’s board and/or management present the proposed actions and encourage stockholders to ask questions. The affirmative vote of stockholders representing at least 2/3 of the issued and outstanding capital stock of the Company is required for the approval of the above items.

In cases of amendment of the Articles of Incorporation where written assent is allowed, a stockholder may deliver, in person or by mail, his vote directly to the Corporation.

 

Date of sending out notices for April 21, 2017 Annual Stockholders’ Meeting:

On March 15, 2017 or  25 business days from date of meeting, the Company distributed copies of detailed agenda of the Annual Stockholders’ Meeting to stockholders on record.

On March 24, 2017 or 28 days from the date of meeting, the Company posted on its website the copy of the Definitive Information Statement and the unbundled proxy form of the Annual Stockholders’ Meeting to stockholders on record. And on March 29, 2017, 15 business days from date of meeting, the Company distributed the same to the stockholders on record.

 

Date of sending out notices for April 20, 2018 Annual Stockholders’ Meeting:

On March 14, 2018 or 24 business days from date of meeting, the Company distributed copies of detailed agenda of the Annual Stockholders’ Meeting to stockholders on record.

On March 16, 2018 or 35 days from the date of meeting, the Company posted on its website the copy of the Definitive Information Statement and the unbundled proxy form of the Annual Stockholders’ Meeting to stockholders on record. Also on March 16, 2018, 22 business days from date of meeting, the Company distributed electronic copies of the same to the stockholders on record.

 

 Questions and answers during the 2017 Annual Stockholders’ Meeting

Q & A No. 1

Question: Referring to a particular investment made by BPI in a company which appeared to have performed badly, a stockholder asked what can be done for the Corporation to avoid similar situations.

Answer: The Chairman answered that there is always a component of risk in all investments, and failures will always be part and parcel of any portfolio but that the Corporation has consistently striven to have its successes exceed its failures to a significant degree, thereby providing a regular return on its capital. The Corporation’s Chief Financial Officer, Mr. Jose Teodoro K. Limcaoco, further explained that the Group has employed a policy of reviewing the value of its investments often and testing such investments for impairment. He assured Mr. Turner that BPI must have strategic reasons for holding on to the subject investment.​

Q & A No. 2

Question: The stockholder further asked about the Group’s risk management procedures.

Answer: The Chairman confirmed that while the Corporation has sound risk management processes in place, there will be instances when the investments do not work out. In such cases, there will be escape clauses in one form or another. What is important though is that the Corporation and the Group account for such investments and make the necessary adjustments.​

Q & A No. 3

Question: A stockholder asked if the Corporation has any plans to enter into the logistics business.

Answer: The Chairman responded that the Corporation is very interested in the logistics field and that the Zalora business could be a platform for the Corporation to build on in the logistics space.​

Q & A No. 4

Question: As a follow on Question No. 3, the stockholder inquired on when the Corporation expects Zalora to be profitable.

Answer: Mr. Limcaoco informed the stockholders that Zalora Philippines hopes to turn a profit by 2019, based on its business plan.​

Q& A No. 5

Question: As The same stockholder who asked questions 3 and 4 also asked if the Corporation has other ideas to bring production into the Philippines.

Answer: The Chairman answered in the affirmative and explained that it was the transformation taking place in the automotive industry where vehicle components are increasingly becoming electronic in nature as well as IMI’s status as a global player that instigated the Corporation’s decision to bring together its automotive and manufacturing interests and take on a more pro-active stance. The Chairman mentioned the Corporation’s belief that the Philippines has the potential to build up the manufacturing space in a robust way and KTM was just the first step. Mr. Arthur Tan confirmed that the Philippines has the potential to be a manufacturing hub because of regionalization and the transition toward hybrid manufacturing. This is why KTM decided to use IMI and Ayala as its base to serve the emerging market in ASEAN.​

Q& A No. 6

Question: As a follow up for question no. 5, the stockholder asked about the Corporation’s outlook on numbers for the first quarter of 2017.

Answer: The Chairman responded that the year is looking relatively positive if the BPI numbers for the first quarter of 2017 were to be used as a proxy for the numbers of the Corporation.

Q& A No. 7

Question: After making some initial comments on the annual report, including the weight thereof and the paper used, a stockholder posed a query concerning IMI and Tesla

Answer: Mr Tan disclosed that IMI has worked on projects with Tesla. He also clarified that Tesla is a car company that uses different components from different suppliers as a system and IMI works directly with the system supplier for Tesla, not directly with Tesla.

Q& A No. 8

Question: A stockholder inquired why there’s no female representation in the Company’s Board of Directors.

Answer: The Chairman partly attributed the absence of any female representation in the Board to the Board’s relatively small size.​

Q& A No. 9

Question: A stockholder requested for clarification on the Corporation’s Project Kasibulan.

Answer: Ms. Ma. Victoria A. Tan then addressed Mr. Go’s questions about Project Kasibulan – explaining that it is a comprehensive forest protection and rehabilitation program and assuring him that the trees being planted are native trees, specifically Dita trees.​

Q& A No. 10

Question: A stockholder asked for the reason behind the non-inclusion of “ratification of the acts of the Board and Management” in the agenda of the meeting.

Answer: Upon the Chairman’s request, the Corporate Secretary, explained that the decision to exclude such item was reached after the Securities and Exchange Commission demanded a complete list of all the acts and access to all the minutes of the meetings of the Board, its committees and management. In any event, the previous inclusion of such an item was not intended for legal compliance but was only meant to give the shareholders​ greater participation in the Corporation.​

Q& A No. 11

Question: A stockholder asked about the possibility of Ayala Corporation taking over Phinma Energy.

Answer: The President good-naturedly responded that the Corporation has been good friends and partners with the owner of Phinma Energy, Mr. Ramon R. Del Rosario, Jr. for many years and that they will continue to work together in that manner.​

Q& A No. 12

Question: A stockholder inquired on why the Ayala Group of companies have different external auditors and if it is possible to have only on external auditor for the entire group. He also inquired who audits the external auditor of the Corporation.

Answer: The Chairman explained that the other subsidiaries are doing a joint ventures with other groups and that they follow through the corporate governance principle. He further explained that the SGV is the primary auditor across the group. He also added that the Audit Committee reviews and assesses the performance of the external auditors.​

Q& A No. 13

Question: A stockholder inquired on the paper used for the production of annual reports.

Answer: The Chairman confirmed that the papers used for the production of the annual reports are completely recycled papers.​

Q& A No. 14

Question: A stockholder inquired about the presence franchise stores of Generika drugstores nationwide specifically in Makati City.

Answer: Mr. Paolo Maximo F. Borromeo explained that out of 670 Generika drugstores nationwide, 85% to 90% are franchise stores and that there is one franchise store in Makati City, specifically in Makati Cinema Square.​

Q& A No. 15

Question: A stockholder asked about recreation of some areas in Ayala Avenue.

Answer: The President confirmed that there is a great deal of re-development in Makati City which is being done gradually. The biggest development currently underway is One Ayala, which will be a transportation hub. The President informed Mr. Rivera that the Corporation is a major participant in constantly looking for ways of improving Makati.​

Q& A No. 16

Question: A stockholder inquired if the Corporation will have a project involving Philippine National Railways.

Answer: The Chairman explained that the government has not made any decision yet about the Philippine National Railway (PNR) project but that the Corporation would consider it when the parameters are in place.​

Q& A No. 17

Question: A stockholder asked about the Corporation’s involvement in the drug rehabilitation program of the Philippine government.

Answer: Mr. Ruel T. Maranan, President of Ayala Foundation, Inc. disclosed that there is an existing partnership with the local government of Marawi City and the Department of Interior and Local Government for the establishment of a community-based rehabilitation center in Marawi City (Project Siapen). Turn-over is targeted for the 2nd quarter of 2017. The Chairman added that the Group is looking for other potential projects, with announcements to be made in due time.​

 Questions and answers during the 2018 Annual Stockholders’ Meeting

Q&A No. 1

Question: A stockholder suggested that in line with the merger with Mapua Univesity, the Corporation also consider acquiring University of Perpetual Help. 

Answer: The Chairman clarified the merger has not been completed and discussions with iPeople are still ongoing.

Q&A No. 2

 

Question: A stockholder raised concerns about Boracay.

Answer:  The Chairman confirmed that Manila Water has water supply and wastewater treatment operations in the island.  The President explained that the problem of the island is the number of illegal settlers who have no permits and who have refused to hook up to the sewerage system. He added Manila Water has built an adequate capacity in the island to handle all its needs but the local government has to make sure that the local business establishments properly connect to the system. Mr. Ferdinand M. Dela Cruz, the President of Manila Water, added that there are two operators in Boracay, one of which is Boracay Water (being run by Manila Water), which is the only one with compete Sewage Treatment Plant and sewerage system. Boracay Water has the capacity and network to treat the sewage of its own customers.

Q&A No. 3

Question: A stockholder asked if the Corporation has any plans in taking over the operations and maintenance of MRT3 in order to make it comparable to LRT1.

Answer: The Chairman thanked the stockholder for recognizing the efforts made towards improving LRT1 and then explained that there is no ongoing discussion for the privatization of MRT3 at this time but should the Government decide pursue such, the Corporation is willing to participate. 

Q&A No. 4

Question: Referring to a news that alluded Manila Water getting unfair share of water coming from Angat Dam, a stockholder asked if there is a possibility that this may lead to regulatory issues which could eventually affect water supply.

Answer: Mr. Dela Cruz explained that Manila Water and Maynilad run a common purpose facility which manages the allocation of Angat Dam. The proper protocols have now been observed and the matter has been resolved. He assured that there is no water interruption being experienced by Manila Water customers.

Q&A No. 5

Question: A stockholder asked what the Corporation’s plans are to address the country’s increasing population.

Answer: The Chairman responded that the Corporation has made it a mandate across the group to try and spread the change in business models to become relevant to broader range. He highlighted the various initiatives of Ayala Land, Globe Telecom, BPI and Manila Water geared toward economic inclusivity.

Q&A No. 6

Question: A stockholder asked what the Corporation’s plans are to address the country’s increasing population.

Answer: The Chairman is not aware of the particular project mentioned but pointed out that the Corporation, through AC Infrastructure is actively participating in the government’s Build, Build, Build program and has submitted several unsolicited proposals to this end.

Q&A No. 7

Question: A stockholder inquired about the possibility of putting up of APEC Schools in Mindanao, increasing the number of BanKo branches, increasing the number of FamilyDoc clinics, and plans of putting up more solar and renewable energy plants in the country.

Answer: The Chairman answered that since APEC Schools and FamilyDoc are relative new businesses of the group, the build up of their facilities is focused mainly in the urban areas and in Luzon. While the Corporation aims to take the business nationwide, it will do so on a step-by-step basis. As for BanKo, the Chairman explained that BPI is a more established institution and its platform is moving more rapidly.  Mr. John Eric T. Francia confirmed that AC Energy has plans to expand in its renewable energy business, both in the solar and wind sectors not only in the region but alo in the country for the next five to seven years.

Q&A No. 8

Question: The same stockholder commented on the slow LTE connection of Globe.

Answer: The Chairman gave assurance that the Corporation is very committed in continuing to increase the quality, capacity and speed of the network, as evidenced by the USD800M capital expenditures of Globe.

Q&A No. 9

Question: A stockholder inquired about venturing into seawater current generation. 

Answer:  The Chairman responded that AC Energy’s focus remains to be on geothermal, wind and solar.

Q&A No. 10

Question: A stockholder asked about Changi Airport’s involvement in the NAIA consortium and the reported take-over by AC Infrastructure of the operations of the telecommunication towers of Globe.

Answer:  The Chairman confirmed that Changi Airport will be contributing its technical expertise to the NAIA Consortium, and he clarified that Globe will create a separate subsidiary and asset-based company that will manage the operations of the towers.

Q&A No. 11

Question: A stockholder asked about AC Health’s strategy.

Answer:  The Chairman stated that it continues to be on the lookout for hospitals that may be acquired, it just hasn’t found a suitable one yet.

Q&A No. 12

Question: A stockholder asked by the 2017 Audited Financial Statement of the Company would not be presented to and approved by the stockholders.

Answer:  The Chairman and the President pointed out the Audited Financial Statement has been included in the definitive information statement distributed to the stockholders prior to the meeting and that the President highlighted the key numbers during his report. The Chairman also added that he will be requesting for a motion on the approval of the AFS.

Q&A No. 13

Question: A stockholder proposed the Corporation purchase a parcel of land in Singapore.

Answer:  The Chairman noted the proposal and highlighted that Ayala Land’s acquisition of control of Malaysian realty company is geared towards similar investment opportunities.

Q&A No. 14

Question: A stockholder requested to receive paper bills from Globe Telecom.

Answer: Ms. Rosemarie Maniego-Eala, CFO of Globe Telecom, noted the request of the stockholder.

Q&A No. 15

Question: A stockholder inquired if it’s possible for majority stockholders not to sell their shares in big chunks so as not the affect the stock price of the Corporation.

Answer: The Chairman responded that stockholders have various reasons for selling their shares and this is something beyond the Corporation’s control.

Q&A No. 16

Question: A stockholder inquired if the stockholder has any plans to invest in artificial intelligence.

Answer: The Chairman responded that the Corporation, through AC Ventures, is considering potential investments in this area.

Q&A No. 17

Question: A stockholder asked if the Corporation is involved in the development of Clark Green City. 

Answer: The Chairman replied that given that the land being made available in Clark Green City is only for lease, the Corporation, through Ayala Land, has decided to allocate instead its capital in buying and developing the surrounding areas to further create value for the community.

Q &A No. 18

Question: A stockholder commented on the types of tokens being distributed to the stockholders and bought to the attention of the Chairman her experience when she was given only four-month lease contract for her business in BGC Stop Over Pavilion.

Answer: The Chairman assured her that someone from Ayala Land will reach out to her to address her concern.

 

Result of 2017 Annual Stockholders’ Meeting’s Resolutions

Resolution Approving Dissenting Abstaining
Resolution No. S-01-17: “RESOLVED, to approve the minutes of the annual stockholders’ meeting held on April 15, 2016.”

681,842,300 shares or 99,994% of the total represented shares

 

0

 

 

35,257 shares or 0.005% of the total represented shares

 

Resolution No. S-02-17: “RESOLVED, to note the Corporation’s Annual Report, which consists of the Chairman’s Message, the President’s Report, and the audio-visual presentation to the stockholders, and to approve the consolidated audited financial statements of the Corporation and its subsidiaries as of December 31, 2016, as audited by the Corporation’s external auditor SyCip Gorres Velayo & Co.”

681,810,163 shares or 99.989% of the total represented shares​

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

67,297 shares or 0.010% of the total represented shares

 

 

 

 

 

 

 

Resolution No. S-03-17: “RESOLVED, to elect the following as directors of the Corporation to serve as such beginning today until their successors are elected and qualified:

 

Jaime Augusto Zobel de Ayala​

 

 

Fernando Zobel de Ayala​

 

 

 

Delfin L. Lazaro

 

 

Xavier P. Loinaz

 

 

Ramon R. Del Rosario, Jr.

 

 

Keiichi Matsunaga

 

 

Antonio Jose U. Periquet”

 

 

 

677,379,560 shares or 82.534% of the total outstanding shares

 

672,072,230 shares or 81.888% of the total outstanding shares

 

672,891,098 shares or 81.987% of the total outstanding shares

 

681,731,052 shares or 83.064% of the total outstanding shares

 

673,891,302 shares or 82.109% of the total outstanding shares

 

676,069,891 shares or 82.375% of the total outstanding shares

 

675,678,626 shares or 82.327% of the total outstanding shares

 

 

 

2,405,869 shares or 0.293% of the total outstanding shares

 

9,703,482 shares or 1.182% of the total outstanding shares

 

8,893,994 shares or 1.084% of the total outstanding shares

 

54,470 shares or 0.007%  of the total outstanding shares

 

7,884,840 shares or 0.961% of the total outstanding shares

 

5,715,200 shares or 0.696% of the total outstanding shares

 

6,097,516 shares or 0.743% of the total outstanding shares

 

 

 

2,040,230 shares or 0.249% of the total outstanding shares

 

44,940 shares or 0.005% of the total outstanding shares

 

5,560 shares or 0.004% of the total outstanding shares

 

35,120 shares or 0.004% of the total outstanding shares

 

44,500 shares or 0.005% of the total outstanding shares

 

35,560 shares or 0.004% of the total outstanding shares

 

44 500 shares or 0.005% of the total outstanding shares

Resolution No. S-04-17: “RESOLVED, as endorsed by the Board of Directors, to approve the re-election of SyCip Gorres Velayo & Co. as the external auditor of the Corporation for the year 2017 for an audit fee of PhP5.4 million, inclusive of value-added tax.” 678,895,011 shares or 99.562% of the total represented shares 2,947,434 shares or 0.432% of the total represented shares 35,268 shares or 0.005% of the total represented shares

 

Result of 2018 Annual Stockholders’ Meeting’s Resolutions

Resolution

Approving

Dissenting

Abstaining

Resolution No. S-01-18: “RESOLVED, to approve the minutes of the annual stockholders’ meeting held on April 21, 2017”

652,739,816 shares or 99,99% of the total represented shares

 

0

 

 

54,000 shares or 0.01% of the total represented shares

 

Resolution No. S-02-18: “RESOLVED, to note the Corporation’s Annual Report, which consists of the Chairman’s Message, the President’s Report, and the audio-visual presentation to the stockholders, and to approve the consolidated audited financial statements of the Corporation and its subsidiaries as of December 31, 2017, as audited by the Corporation’s external auditor, SyCip Gorres Velayo & Co.”

652,563,946 shares or 99.96% of the total represented shares​

33,240 shares or 0.005% of the total represented shares

196,630 shares or 0.03% of the total represented shares

Resolution No. S-03-18: “RESOLVED, to elect the following as directors of the Corporation to serve as such beginning today until their successors are elected and qualified:

 

Jaime Augusto Zobel de Ayala​

 

 

Fernando Zobel de Ayala​

 

 

Delfin L. Lazaro

 

 

Xavier P. Loinaz

 

 

Ramon R. Del Rosario, Jr.

 

 

Keiichi Matsunaga

 

 

Antonio Jose U. Periquet”

 

 

 

647,093,265 shares or 78.79% of the total outstanding shares

 

642,434,149 shares or 78.22% of the total outstanding shares

 

644,748,351 shares or 78.50% of the total outstanding shares

 

652,400,681 shares or 79.44% of the total outstanding shares

 

644,936,051 shares or 78.53% of the total outstanding shares

 

648,097,609 shares or 78.91% of the total outstanding shares

 

641,507,101 shares or 78.11% of the total outstanding shares

 

 

4,625,932 shares or 0.56% of the total outstanding shares

 

10,327,677 shares or 1.26% of the total outstanding shares

 

8,013,475 shares or 0.98% of the total outstanding shares

 

361,145 shares or 0.04% of the total outstanding shares

 

7,825,775 shares or 0.95% of the total outstanding shares

 

4,664,217 shares or 0.57% of the total outstanding shares

 

11,254,795 shares or 1.37% of the total outstanding shares

 

 

1,042,700 shares or 0.13% of the total outstanding shares

 

0

 

 

0

 

 

0

 

 

 

0

 

 

0

 

 

0

 

Resolution No. S-04-18: “RESOLVED, as endorsed by the Board of Directors, to approve the re-election of SyCip Gorres Velayo & Co. as the external auditor of the Corporation for the year 2018 for an audit fee of PhP6 million, inclusive of value-added tax.”

651,921,527 shares or 99.87% of the total represented shares

864,510 shares or 0.13% of the total represented shares

7,779 shares or 0.001% of the total represented shares

 

Date of publishing of the result of the votes taken during the most recent AGM for all resolutions:

The voting results of 2017 ASM, as validated by SGV, was published on the Company Website on April 24, 2017.

The voting results of 2018 ASM, as validated by SGV, was published on the Company Website on April 23, 2018.

 

Stockholders’ Attendance

Type of Meeting Names of Board members/Officers present Date of Meeting Voting Procedure (by poll, show of hands, etc.) % of SH Attending in Person % of SH in Proxy Total % of SH attendance
2017 Annual Stockholders' Meeting 

Members of the Board: Jaime Augusto Zobel de Ayala, Fernando Zobel de Ayala, Yoshio Amano, Xavier P. Loinaz, Antonio Jose U. Periquet and Ramon R. Del Rosario, Jr.; Nominee to the Board/Newly Elected Director: Keiichi Matsunaga; and the members of the Senior Leadership Team

April 21, 2017 By poll 67.29% 11.30% 78.74%
2018 Annual Stockholders' Meeting  Members of the Board: Jaime Augusto Zobel de Ayala, Fernando Zobel de Ayala, Keiichi Matsunaga, Xavier P. Loinaz, Antonio Jose U. Periquet and Ramon R. Del Rosario, Jr., Corporation Secretary, Chief Audit Executive, Investor Relations Head and the members of the Senior Leadership Team April 20, 2018 By poll 66.67% 11.11% 77.79%

 

Independent Validators

The company has engaged SyCip Gorres Velayo & Co. to validate the voting results of the company’s annual stockholders’ meeting since 2014.

 

Number of Votes per Share

One vote per share for common and voting preferred shares. One vote per share for preferred “B” on matters where holders of non-voting shares are entitled to vote under Section 6 of the Corporation Code.

 

Policies on Proxy Voting 

  Company's Policies

Execution and acceptance of proxies

Proxies shall be in writing, signed by the stockholder or his duly authorized representative and filed before the scheduled meeting with the Corporate Secretary.

A stockholder may designate any person of his choice to act as his proxy. Absent such designation or in cases where the designated proxy should fail to appear at the meeting, the Chairman of the meeting shall be deemed authorized and hereby directed to cast the vote as indicated by the voting stockholder or his proxy.

If a duly accomplished and executed proxy is undated, the postmark or date of dispatch indicated in the electronic mail or, if not mailed, its actual date of presentation, shall be considered as the date of the proxy.

Notary

Not required

Submission of Proxy

The stockholder may deliver in person or by mail his or her proxy forms directly to the Corporation through the Office of the Corporate Secretary not later than seven (7) business days prior to the meeting.

Several Proxies

Where a proxy is given to two or more persons in the alternative in one instrument, the proxy designated as an alternate can only act as proxy in the event of nonattendance of the other designated person. If the stockholder designates several proxies, the number of shares of stock to be represented by each proxy will be specifically indicated in the proxy form. Where the same stockholder gives two or more proxy forms, the latest one given is to be deemed to revoke all former proxies.

Validity of Proxy

The duly accomplished proxy form should be submitted to the Office of the Corporate Secretary not later than seven (7) business days prior to the date of the annual stockholders’ meeting. Unless provided in the proxy, it will be valid only for the meeting for which it is intended. No proxy will be valid and effective for a period longer than five (5) years at any one time. Stockholders may vote by proxy at other corporate meetings even when the purpose thereof is not solely to elect the directors of the Corporation.

Any reasonable doubt about the validity of the proxy shall be resolved in favor of the stockholder.

Proxies executed abroad

Proxies executed abroad should be authenticated by the Philippine Embassy or Consular Office.

Invalidated Proxy

Proxy forms received after the prescribed date of submission shall be invalid. A proxy may be revoked at any time before the right granted is exercised, unless it is coupled with interest. The revocation may be done in writing, orally or by conduct (e.g. appearance of the stockholder of record at the meeting).

Validation of Proxy

The validation of proxy shall be conducted by the Committee of Inspectors of Proxies and Ballots at least five (5) business days prior to the date of the stockholders’ meeting.

Violation of Proxy

No person making a solicitation shall solicit any undated or post-dated proxy or any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the security holder. No security broker shall give any proxy, consent or authorization, in respect of any security carried for the account of a customer, to a person other than the customer, without the express written authorization of such customer.

 

Policies on Sending of Notices

Policies Procedure

In accordance with the company’s By-laws and applicable rules, written notice of the time, date, place, and purposes of the meeting shall be sent to all stockholders as of the record date for the annual/special stockholders’ meeting.

The Company abides by its policies in sending out of notices of Annual/Special Stockholders’ Meeting.

 

 

The notice of the annual/special stockholders’ meeting shall be sent to the stockholders at least 15 business days before the meeting.

The notice of the meeting shall be deemed to have been given at the time when delivered personally or deposited in the post office, or sent electronically or by e-mail.

The Corporation shall give the notice and provide electronically only to stockholders who have consented to receive notices by e-mail or electronic transmission.

 

Definitive Information Statements and Management Report

  2017 2018

Number of Stockholders entitled to receive Definitive Information Statements and Management Report and Other Materials

7,750 7,612

Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by market participants/certain beneficial owners

March 29, 2017 March 27, 2018

Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by stockholders

March 29, 2017 March 27, 2018

State whether CD format or hard copies were distributed

CD format, hard copies and electronic mail CD format, hard copies and electronic mail
If yes, indicate whether requesting stockholders were provided hard copies

Yes, stockholders who wished to receive paper copies of the Definitive Information Statement were provided with paper copies.

Yes, stockholders who wished to receive paper copies of the Definitive Information Statement were provided with paper copies.

 

Contents of the Notice of Annual/Special Stockholders’ Meeting

  • Each resolution to be taken up deals with only one item.
  • Profiles of directors (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) nominated for election/re-election
  • An explanation of the dividend policy, if any dividend is to be declared
  • The auditors to be appointed or re-appointed.
  • The amount payable for final dividends
  • Documents required for proxy vote

 

Treatment of Minority Stockholders

Policies Implementation

A Director may be removed with or without cause, but directors shall not be removed without cause if it will deny minority shareholders representation in the Board.

The Company strictly adheres with its policies with respect to the treatment of minority stockholders.

The minority shareholders shall have the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided the items are for legitimate business purposes.

The minority shareholders shall have access to any and all information relating to matters for which the management is accountable for and to those relating to matters for which the management should include such matters in the agenda of the meeting provided always that this right of access is conditioned upon the requesting shareholder’s having a legitimate purpose for such access.

The company’s Board Charter and the Charter of the Nomination Committee allows any stockholder, including minority stockholders, to nominate candidates for board of directors.

 

II. DIVIDEND DECLARATIONS 

Cash Dividend on Common Shares

Declaration Date Record Date Payment Date
June 26, 2014 July 10, 2014 July 25, 2014
December 4, 2014 December 18, 2014 January 3, 2015
June 25, 2015 July 9, 2015 July 24, 2015
December 3, 2015 December 17, 2015 January 2, 2016
June 24, 2016 July 11, 2016 July 24, 2016
December 2, 2016 December 16, 2016 January 1, 2016
June 22, 2017 July 7, 2017 July 22, 2017
December 1, 2017 December 15, 2017 December 31, 2017

 

Cash Dividend on Preferred B Series 1 Shares

Declaration Date Record Date Payment Date
December 3, 2015 January 19, 2016 February 15, 2016
December 3, 2015 April 19, 2016 May 15, 2016
December 3, 2015 July 20, 2016 August 15, 2016
December 3, 2015 October 21, 2016 November 15, 2016
December 2, 2016 January 20, 2017 February 15, 2017
December 2, 2016 April 18, 2017 May 15, 2017
December 2, 2016 July 20, 2017 August 15, 2017
December 2, 2016 October 18, 2017 November 15, 2017
December 1, 2017 January 22, 2018 February 15, 2018
December 1, 2017 April 18, 2018 May 15, 2018
December 1, 2017 July 20, 2018 August 15, 2018
December 1, 2017 October 18, 2018 November 15, 2018

Cash Dividend on Preferred B Series 2 Shares

Declaration Date Record Date Payment Date
December 3, 2015 January 12, 2016 February 5, 2016
December 3, 2015 April 11, 2016 May 5, 2016
December 3, 2015 July 12, 2016 August 5, 2016
December 3, 2015 October 10, 2016 November 5, 2016
December 2, 2016 January 11, 2017 February 5, 2017
December 2, 2016 April 6, 2017 May 5, 2017
December 2, 2016 July 12, 2017 August 5, 2017
December 2, 2016 October 9, 2017 November 5, 2017
December 1, 2017 January 10, 2018 February 5, 2018
December 1, 2017 April 10, 2018 May 5, 2018
December 1, 2017 July 11, 2018 August 5, 2018
December 1, 2017 October 8, 2018 November 5, 2018
     

Cash Dividend on Voting Preferred Shares

Declaration Date Record Date Payment Date
December 3, 2015 April 26, 2016 May 20, 2016
December 2, 2016 April 25, 2017 May 20, 2017
December 1, 2017 April 24, 2018 May 20, 2018

 

 

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