Governance Policies

Integrity is one of Ayala's core values. Strictly abiding by the principle of "doing the right thing" has earned for the company its strong position of trust among its stakeholders. Ayala believes that integrity starts with the individual; thus, we strive to maintain an exceptional standard of conduct among our employees.

This Code of Conduct and Ethics applies to all Ayala employees, including senior executives and members of the Executive and Management Committees. It provides an outline of the general expectations and sets standards by which employees are expected to conduct themselves.

For more information on the Code of Conduct and Ethics, click here

Ayala Corporation recognizes the fiduciary responsibility of its board of directors to ensure the integrity of the Corporation’s related party transactions (RPTs) for the protection of all shareholders’ interest. To aid in the performance of this duty, an RPT policy was adopted to:

• Define related party relationships and transactions;
• Provide guidance in the review, approval and disclosure of RPTs to ensure that they are at arm’s length, and the terms are fair, and will inure to the best interest of the Corporation and all its shareholders; and
• Promote the objectives of the Securities and Exchange Commission (SEC) Rules on Material Related Party Transactions for Publicly-Listed Companies.

RPTs shall be disclosed, reviewed and approved in accordance with the Policy consistent with the principles of transparency and fairness. The Risk Management and Related Party Transactions Committee is tasked with overseeing the Policy’s implementation.

To view the Related Party Transactions Policy, click here

In pursuit of integrity, Ayala strives to enhance the level of transparency within the company through the establishment of the Whistleblower Policy to encourage directors, officers, employees and all suppliers, business partners, contractors and subcontractors, and other third parties to report any perceived wrongdoing or malpractice involving the company or its personnel. The policy is meant to encourage the reporting of such matters in good faith, with utmost confidence that the whistleblower will be treated fairly and protected from reprisal, harassment, disciplinary action, or victimization for whistleblowing.

For more details on the Whistleblowing Policy, click here

Ayala Corporation shall ensure that adequate time and attention in given to the fulfillment of the Directors of their duties. The Independent Directors and Non-executive Directors shall hold no more than five board seats in publicly-listed companies and Executive Directors shall hold no more that two board seats in listed companies outside the Corporation's group. The limits may be waived by the Board provided the interests of stockholders and stakeholders are not prejudiced.

Ayala Corporation is committed to having our Board comprised of qualified and dedicated Directors with a diverse mix of expertise, experience, skills and backgrounds. Diversity includes business experience, age, gender and ethnicity. Nominees shall be selected based on merit. With respect to gender, the Board shall be composed of at least 30% female directors, or at least two (2) female directors, whichever is lower, by 2025.

An Independent Director, after serving for nine (9) years, shall be perpetually barred from being elected as such in the Corporation, without prejudice to being elected as a non-Independent Director in the Corporation or as an Independent Director in other companies of the business conglomerate, where applicable, under the same conditions provided for in the rules and regulations of the SEC. In case the Corporation wants to retain an Independent Director who has already served for nine (9) years, the Board should provide meritorious justifications and seek shareholders’ approval during the annual shareholders’ meeting.