Disclosure and Transparency
Governance > Annual Corporate Governance Report > Disclosure and Transparency
I . OWNERSHIP STRUCTURE
Holding 5% shareholding or more as of March 31, 2018
|
Shareholder |
Number of Shares |
Percent* |
Beneficial Owner |
|
Mermac, Inc. |
Common-296,625,706 Voting Preferred- 159,577,460 |
55.56% |
Mermac, Inc. |
|
PCD Nominee Corporation (Non-Filipino) |
Common- 186,367,305 |
22.69% |
PCD Participants acting for themselves or for their customers |
|
PCD Nominee Corporation (Filipino) |
Common- 78,561,325 |
9.57% |
PCD Participants acting for themselves or for their customers |
|
Mitsubishi Corporation |
Common- 54,577,540 Voting Preferred- 32,640,492 |
10.62% |
Mitsubishi Corporation |
Shareholdings of Officers as of September 25, 2018
|
Name of Senior Management |
Number of Direct shares |
Number of Indirect shares / Through (name of record owner) |
% of Capital Stock |
|
Jaime Augusto Zobel de Ayala |
Common-39,731 Voting Preferred-543,802 |
Common (through ESOWN subscription)- 260,456 Preferred B (lodged with PCD Nominee Corp) – 20,000 |
0.09845% |
|
Fernando Zobel de Ayala |
Common-53,189 Voting Preferred-554,983 |
Common (through ESOWN subscription)-253,128 |
0.09814% |
|
Cezar P. Consing |
None |
Common (through ESOWN subscription)-91,461 |
0.01042% |
|
Bernard Vincent O. Dy |
None |
Common (through ESOWN subscription) – 21,681 |
0.00247% |
|
Arthur R. Tan |
None |
Common (through ESOWN subscription)-154,182 Common (lodged with PCD Nominee Corp)-169,976 |
0.03694% |
|
Jose Rene Gregory D. Almendras |
Common – 1,800 |
Common (through ESOWN subscription) – 64,299 |
0.00753% |
|
Alfredo I. Ayala |
Common-25,760 |
Common (through ESOWN subscription)-156,749 |
0.02080% |
|
John Eric T. Francia |
None |
Common (through ESOWN subscription)-147,933 |
0.01686% |
|
Solomon M. Hermosura |
Voting Preferred Shares – 53,583 |
Common (through ESOWN subscription)-148,214 Common (lodged with PCD Nominee Corp -36 |
0.02300% |
|
Ferdinand M. Dela Cruz |
None |
Common (through ESOWN subscription)-46,592 |
0.00531% |
|
Jose Teodoro K. Limcaoco |
None |
Common (through ESOWN subscription)-222,039 Common (lodged with PCD Nominee Corp)-37,650 |
0.02959% |
|
Ruel T. Maranan |
None |
Common (through ESOWN subscription)-17,089 |
0.00195% |
|
John Philip S. Orbeta |
None |
Common (through ESOWN subscription)-485,020 Common (lodged with PCD Nominee Corp) – 90,471 |
0.06557% |
|
Paolo Maximo F. Borromeo |
None |
Common (through ESOWN subscription)-51,210 |
0.00584% |
|
Ma. Cecilia T. Cruzabra |
Common-6,852 |
Common (through ESOWN subscription)-17,934 |
0.00282% |
|
Josephine G. De Asis |
None |
Common (through ESOWN subscription)-23,038 |
0.00263% |
|
Catherine H. Ang |
None |
Common (through ESOWN subscription)-22,505 Voting Preferred Shares – 5,290 |
0.00317% |
|
Dodjie D. Lagazo |
None |
None |
- |
|
Joanne M. Lim |
None |
None |
- |
|
TOTAL |
1,279,700 |
2,506,953 |
0.43146% |
All directors and officers from Managing Directors and above, and the Controllers, Chief Internal Auditor, Chief Risk Officer, Treasurer, Corporate Secretary and Assistant Corporate Secretary, shall report their trades to the Office of the Compliance Officer within three (3) business days from dealing with such securities. All other officers and employees shall likewise report to the Office of the Compliance Officer within ten (10) days from the end of each quarter their trades with Ayala securities during such quarter.
II. ANNUAL REPORT DISCLOSURES
The annual report disclosed the following:
|
Key risks |
Biographical details of directors/commissioners |
|
Corporate objectives |
Training and/or continuing education program attended by each director/commissioner |
|
Financial performance indicators |
Number of board meetings held during the year |
|
Non-financial performance indicators |
Attendance of each director in respect of meetings held |
|
Dividend policy |
Details of whistle-blowing policy |
External Auditor’s Fee for the Year 2017
|
Name of auditor |
Audit Fee |
Audit Related Fee |
Non-audit Fee |
|
Sycip, Gorres, Velayo & Co. |
P5.43million* |
P5.54million* |
P0.12million* |
III. MEDIUM OF COMMUNICATIONS
Ayala employs the following modes of communication for disseminating corporate developments and financial and operational results on a regular basis to its stakeholders:
|
Structured and unstructured corporate disclosures |
One-on-one meetings between company officers and analysts/institutional investors |
|
Company website |
Annual report |
|
Analysts’ briefings |
International and local investor conferences |
|
Press releases |
International non-deal roadshows |
|
Press briefings |
Stockholders’ meeting |
|
Conference calls |
Email alerts |
| Mobile Application |
2016 Audited FS - March 24 2017
2017 Audited FS - March 16, 2018
V. COMPANY WEBSITE
The companywebsite discloses up-to-date information about the following
- Business operations
- Financial statements/reports (current and prior years)
- Materials provided in briefings to analysts and media
- Shareholding structure
- Group corporate structure
- Downloadable annual report
- Notice of AGM and/or EGM
- Company's constitution (company's by-laws, memorandum and articles of association)
VI. RELATED PARTY TRANSACTIONS
The Related Party Transactions of the Company are disclosed in the audited financial statements.