Disclosure and Transparency
Governance > Annual Corporate Governance Report > Disclosure and Transparency
Emphasis is given on providing quality, accurate, and timely disclosures to regulators and the investing public, including information on the results of its operations and financial performance. Ayala created procedures for internal reporting to ensure consistency in providing the investing public with prompt disclosures on significant and market sensitive information that may affect their investment decisions. Policies and procedures are also in place to ensure the company’s compliance with disclosure requirements under the listing rules of the SEC, Philippine Stock Exchange (PSE), and Philippine Dealing and Exchange Corporation (PDEx).
All relevant disclosures were filed in a timely manner with the SEC, PSE, and PDEx. All the 2020 filings and relevant information were provided ahead of time, details as follows:
- On April 8, 2020, the Annual Report (SEC Form 17-A) together with the consolidated audited financial statements for 2018 were submitted to the SEC, within 120 days after year-end.
- On March 27, 2020, the Notice of the Annual Stockholders’ Meeting with a detailed explanation of the Agenda items was released to the SEC and PSE, 28 days ahead of the scheduled annual meeting on April 24, 2020.
- On March 27, 2020, the audited financial statements as contained in the Definitive Information Statement were submitted to the SEC and PSE, 28 days before the annual stockholders’ meeting.
- Interim or quarterly financial statements and results of operations were submitted to the regulators within 45 days from the end of the financial period.
I . OWNERSHIP STRUCTURE
Holding 5% shareholding or more as of March 31, 2020
|
|
OUTSTANDING COMMON SHARES |
% OWNERSHIP |
|---|---|---|
|
Mermac, Inc. |
296.6 million |
47.41 |
|
PCD Nominee Corporation (Non-Filipino)* |
158.4 million |
25.33 |
|
PCD Nominee Corporation (Filipino)* |
111.28 million |
17.79
|
|
Mitsubishi Corporation |
37.8 million |
6.04 |
|
Others |
21.6 million |
3.44 |
|
Total |
625.63 million |
100 |
* Out of the 269.7 million common shares registered under the name of PCD Nominee Corporation, 6.2 million or 9.89% are for the account of Deutsche Bank Manila while 4.5 million or 7.2% are for the account of Hongkong Shanghai Banking Corporation.
Shareholdings of Directors and Officers as of March 31, 2020
|
|
Security |
Balance as of December 31, 2019 |
Acquired |
Disposed of |
Balance as of March 31, 2019 |
|
|---|---|---|---|---|---|---|
|
Directors |
||||||
|
Jaime Augusto Zobel de Ayala |
Common |
392,806 |
- |
- |
392,806 |
|
|
Preferred B Series 1 |
20,000 |
- |
- |
20,000 |
||
|
Voting Preferred |
543,802 |
- |
- |
543,802 |
||
|
Fernando Zobel de Ayala |
Common |
392,264 |
- |
- |
392,264 |
|
|
Voting Preferred |
554,983 |
- |
- |
554,983 |
||
|
Keiichi Matsunaga |
Common |
1 |
- |
- |
1 |
|
|
Delfin L. Lazaro |
Common |
41,129 |
- |
- |
41,129 |
|
|
Voting Preferred |
258,297 |
- |
- |
258,297 |
||
|
Xavier P. Loinaz |
Common |
126,614 |
- |
- |
126,614 |
|
|
Voting Preferred |
65,517 |
- |
- |
65,517 |
||
|
Antonio Jose U. Periquet |
Common |
1,200 |
- |
- |
1,200 |
|
|
Ramon R. del Rosario, Jr.* |
Common |
1 |
- |
- |
1 |
|
|
Officers |
||||||
|
Jose Rene Gregory D. Almendras |
Common |
112,488 |
- |
- |
112,488 |
|
|
Catherine H. Ang |
Common |
25,773 |
- |
- |
25,773 |
|
|
Voting Preferred Shares |
5,290 |
- |
- |
5,290 |
||
|
Preferred B Series 2** |
2,000 |
- |
- |
2,000 |
||
|
Arthur R. Tan |
Common |
359,743 |
- |
- |
359,743 |
|
|
Alfredo I. Ayala |
Common |
174,777 |
- |
- |
174,777 |
|
|
Estelito C. Biacora |
Common |
2,712 |
- |
- |
2,712 |
|
|
Paolo Maximo F. Borromeo |
Common |
65,311 |
- |
- |
65,311 |
|
|
Cezar P. Consing |
Common |
107,926 |
- |
- |
107,926 |
|
|
Josephine G. de Asis |
Common |
26,984 |
- |
- |
26,984 |
|
|
Bernard Vincent O. Dy |
Common |
21,681 |
- |
- |
21,681 |
|
|
Ernest L. Cu** |
Common |
133,502 |
- |
- |
133,502 |
|
|
John Eric T. Francia |
Common |
120,224 |
- |
- |
120,224 |
|
|
Solomon M. Hermosura |
Common |
121,960 |
4,000 |
- |
125,960 |
|
|
Voting Preferred Shares |
53,583 |
- |
- |
53,583 |
||
|
Jose Teodoro K. Limcaoco |
Common |
302,068 |
- |
- |
302,068 |
|
|
Ruel T. Maranan |
Common |
21,671 |
- |
- |
21,671 |
|
|
John Philip S. Orbeta |
Common |
607,667 |
- |
- |
607,667 |
|
|
Dodjie D. Lagazo |
Common |
- |
- |
- |
- |
|
|
Joanne M. Lim |
Common |
- |
- |
- |
- |
|
|
TOTAL |
|
4,661,974 |
4,000 |
|
4,665,974 |
|
* Replaced by Rizalina G. Mantaring on April 24, 2020
** Not a reportable officer of Ayala but a member of the Ayala Group Management Committee
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. REMUNERATION OF CEO AND FOUR (4) MOST HIGHLY COMPENSATED MANAGEMENT OFFICERS
Process Used in Determining the Remuneration of the CEO and Four (4) Most Highly Compensated Management Officers
|
Process |
CEO |
Top 4 Highest Paid Management Officers |
|
(1) Fixed remuneration |
Approved by the Board of Directors upon the recommendation of the Compensation Committee of the Board. |
Approved by the Board of Directors upon the recommendation of the Compensation Committee of the Board and the Chairman of the Board |
|
(2) Variable remuneration |
The Company adopts a performance-based variable pay program aligned with business strategy. It is determined by the Compensation Committee of the Board and duly approved by the Board of Directors. |
The Company adopts a performance-based variable pay program aligned with business strategy. The Performance Bonus Pie is approved by the Compensation Committee of the Board. Individual amount is approved by the Chairman and CEO and the President and COO. |
|
(3) Per diem allowance |
In the conduct of business abroad, per diem allowance is provided to reimburse miscellaneous expenses like airport fees, travel tax, taxi fare, laundry and phone allowance |
|
|
(4) Bonus |
Same with variable remuneration |
Same with variable remuneration |
|
(5) Stock Options and other financial instruments |
grantees, the size of the grant, the offer price and the discount. The grant is approved by the Board of Directors upon the recommendation of the Compensation Committee of the Board. |
|
|
(6) Others (specify) |
N.A |
N.A |
|
Name and Principal Position |
Year |
Salary |
Bonus |
Other Annual Compensation |
|---|---|---|---|---|
|
Jaime Augusto Zobel de Ayala Chairman and CEO
Fernando Zobel de Ayala President and Chief Operating Officer
Solomon M. Hermosura Managing Director, Chief Legal Officer, Corporate Secretary, Chief Compliance Officer, Data Protection Officer, and Corporate Governance Group Head
Jose Teodoro K. Limcaoco Senior Managing Director, Chief Finance Officer, Chief Risk Officer, Chief Sustainability Officer, and Finance Group Head
John Philip S. Orbeta Managing Director, Chief Human Resources Officer, and Corporate Resources Group Head |
||||
|
CEO and Most Highly Compensated Executive Officers |
Actual 2018 |
|
|
|
|
Actual 2019 |
|
|
|
|
|
Projected 2020 |
|
|
|
|
|
All other officers** as a group unnamed |
Actual 2018 |
|
|
|
|
Actual 2019 |
|
|
|
|
|
Projected 2020 |
|
|
|
III. RELATED PARTY TRANSACTIONS
The Related Party Transactions of the Company are disclosed in the audited financial statements.