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 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.

 

Date of sending out notices for April 26, 2019 Annual Stockholders’ Meeting:

On March 22, 2019 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 for the 2019 Annual Stockholders’ Meeting to be held on April 26. 2019. On March 26,  2019 or 20 business days from date of meeting, the Company distributed electronic copies of the same to the stockholders on record.

 

 

Questions and answers during the 2018 and 2019 Annual Stockholders’ Meetings

The questions and answers for during the 2018 and 2019 Annual Stockholders' Meetings are recorded in the minutes of the meetings.

https://www.ayala.com.ph/sites/default/files/asmm/AC%20ASM%2020Apr2018.pdf

https://www.ayala.com.ph/sites/default/files/asmm/AC-%20SH%20-%20ASM%20Minutes%20-%2026%20April%202019%20%28for%20SH%20Approval%29.pdf

 

Result of 2018 and 2019 Annual Stockholders’ Meeting’s Resolutions

The votes received for each item on the agenda of the meetings are recorded in the minutes of the meetings and in the following voting results as validated by Sycip Gorres Velayo & Co.

 

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
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%
2019 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 26, 2019 By poll 77.26% 1.28% 78.54%

 

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

  2018 2019

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

7,612 7,543

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

March 27, 2018 March 26, 2019

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

March 27, 2018 March 26, 2019

State whether CD format or hard copies were distributed

CD format, hard copies, and electronic mail Hard copies and electronic mail,and quick response (QR) code
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 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
June 22, 2018 July 6, 2018 July 22, 2018
December 6, 2018 December 20, 2018 January 5, 2019

 

Cash Dividend on Preferred B Series 1 Shares

Declaration Date Record Date Payment Date
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
December 6, 2018 January 22, 2019 February 15, 2019
December 6, 2018 April 16. 2019 May 15, 2019
December 6, 2018 July 22, 2019 August 15, 2019
December 6, 2018 October 21, 2019 November 15, 2019

Cash Dividend on Preferred B Series 2 Shares

Declaration Date Record Date Payment Date
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
December 6, 2018 January 10, 2019 February 5, 2019
December 6, 2018 April 4, 2019 May 5, 2019
December 6, 2018 July 10, 2019 August 5, 2019
December 6, 2018 October 9, 2019 November 5, 2019

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
December 6, 2018 April 23, 2019 May 20, 2019

 

 

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