7
Directors
1 year
Director Term of Office
71%
Percentage of non-executive and independent directors
0
Independent directors owning more than 2% of outstanding capital stock
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:
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.
7
Directors
1 year
Director Term of Office
71%
Percentage of non-executive and independent directors
0
Independent directors owning more than 2% of outstanding capital stock
Jaime Augusto Zobel de Ayala
Chairman
Fernando Zobel de Ayala
Vice-Chairman
Xavier P. Loinaz
Lead Independent Director
Expertise/Background
Economics, Finance, Risk Management, Business, Contracts, Commercial, and International Law, including engagements in social and environmental activities.
| Name | Type of Directorship | Gender | Age | Tenure | Other Board Directorships with the Group (PLCs) | Other Board Directorships outside of the Group (PLCs) |
|---|---|---|---|---|---|---|
Jaime Augusto Zobel de Ayala | Executive Director | M | 61 | 33 | 6 | 0 |
Fernando Zobel de Ayala | Executive Director | M | 60 | 26 | 6 | 1 |
 Delfin Lazaro | Non-Executive Director | M | 74 | 13 | 3 | 0 |
 Keiichi Matsunaga | Non-Executive Director | M | 55 | 3 | 0 | 0 |
Xavier P. Loinaz | Lead Independent Director | M | 76 | 11 | 1 | 0 |
 Antonio Jose Periquet | Independent Director | M | 59 | 10 | 1 | 5 |
 Rizalina G. Mantaring | Independent Director | F | 60 | 1 | 1 | 2 |
AS
Annual Stockholder
AC
Audit Committee
BOD
Board of Directors
C
Chairman
CGNC
Corporate Governance and Nomination Committee
EC
Executive Committee
FC
Finance Committee
ID
Independent Director
PCC
Personnel and Compensation Committee
RMRPTC
Risk Management and Related Party Transactions Committee
VC
Vice Chairman
| Details | Membership and Attendance | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Stockholder & Board | Board Committee | ||||||||
| Meeting | AS | BOD In 2019 and during the incumbency of the director | NED & ID | EC The actions of the Executive Committee were taken via digital/electronic means | FC | CGNC | AC | RMRPTC | PCC |
| No. of Meetings | 1 | 7 | 1 | 8 | 4 | 4 | 7 | 2 | |
Jaime Augusto Zobel de Ayala Executive Director | C 1/1 | C 7/7 | - | C | M 8/8 | - | - | - | - |
Fernando Zobel de Ayala Executive Director | - 1/1 | VC 7/7 | - | M | M 7/8 | - | - | - | - |
Delfin Lazaro Non-Executive Director | - 1/1 | M 7/7 | M 1/1 | - | M 8/8 | - | - | - | M 2/2 |
Xavier P. Loinaz Lead Independent Director | - 1/1 | M 7/7 | M 1/1 | - | - | C 4/4 | M 4/4 | - | - |
 Ramon R. Del Rosario, Jr. Mr. Ramon R. Del Rosario, Jr. has been replaced by Ms. Rizalina G. Mantaring in the last Annual Stockholders’ Meeting Independent Director | - 1/1 | M 7/7 | M 1/1 | - | - | C 4/4 | M 4/4 | M 6/7 | C 2/2 |
Antonio Jose Periquet Independent Director | - 1/1 | M 7/7 | M 1/1 | - | M 8/8 | M 4/4 | - | C 7/7 | - |
Keiichi Matsunaga Director | - 1/1 | M 6/7 | M 1/1 | M | - | - | M 4/4 | M 6/7 | M 2/2 |
The Personnel and Compensation Committee recommends to the Board remuneration packages for directors, ensuring that compensation is consistent with the company’s culture, strategy, and control environment, and aligned with the long-term interests of the company and its stakeholders. Total remuneration or changes thereto are approved by the stockholders during the annual stockholders’ meeting.
Only NEDs and IDs receive director fees. The existing remuneration framework for the NEDs and IDs adopted by the company consists of a fix retainer fee and meeting fees. Fee structure is as follows:
| Fee Structure | Retainer Fee | For Board | For All Committees |
|---|---|---|---|
| Committee Chairman and Member | P3 million per annum | P0.2 million per meeting attended | P0.1 million per meeting attended |
In 2019, the following NEDs and IDs received gross remuneration as follows:
| Non-Executive and Independent Directors | Retainer Fee | Meetings’ Attendance Fees | Gross Remuneration |
|---|---|---|---|
Ramon R. Del Rosario, Jr. | P3,000,000 | P3,100,000 | P6,100,000 |
Delfin Lazaro | P3,000,000 | P2,500,000 | P5,500,000 |
Xavier P. Loinaz | P3,000,000 | P2,300,000 | P5,300,000 |
Keiichi Matsunaga | P3,000,000 | P2,500,000 | P5,500,000 |
Antonio Jose U. Periquet | P3,000,000 | P3,400,000 | P6,400,000 |
TOTAL | P15,000,000 | P13,800,000 | P28,800,000 |
Ayala’s CEO and COO, Jaime Augusto Zobel de Ayala and Fernando Zobel de Ayala, respectively, as executive directors, do not receive remuneration for attending Board meetings nor the fix retainer fee for Board of Directors.
Ayala provides market-competitive executive compensation and benefits, which are aligned to corporate goals, annual targets, and long-term strategic plans. It also adopts a performance-based variable compensation scheme using the Key Result Area scorecard accomplishments as metrics.
In addition, Ayala provides a long-term incentive program for senior executives and key talents. From the three percent of the company’s authorized capital stock allocated by the stockholders, the Board approved the grant under the stock ownership program to eligible executives in April 2019. The basis for the grant is consistent outstanding performance record over a period of three years. The grant price is based on the rounded-off volume weighted average prices of the stock at the Philippine Stock Exchange over the last 5-day trading from April 17 to 25, 2019.
| Name and Principal Position |
|---|
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 |
| Year | Salary | Bonus | Other Annual Compensation | |
|---|---|---|---|---|
CEO and Most Highly Compensated Executive Officers | Actual 2018 | P303.98M | P243.29M | P 0 |
| Actual 2019 | P334.69M | P280.07M | P21.7M | |
| Projected 2020 | P358.12M | PM305.36 | P 0 | |
All other officers as a group unnamed | Actual 2018 | P464.87M | P243.29M | P 0 |
| Actual 2019 | P827.10M | P535.42M | P59.6M | |
| Projected 2020 | P749.00M | P749.00M | P 0 |
| Type of Share | Number of Shares | Number of Votes per Share |
|---|---|---|
| Common Shares | 627,375,842 | One (1) vote per share |
| Voting Preferred Shares | 200,000,000 | |
| Preferred B Series 1 Shares | 20,000,000 | One (1) vote per share on matters where holders of non-voting shares are entitled to vote under Section 6 of the Revised Corporation Code of the Philippines |
| Preferred B Series 2 Shares | 30,000,000 |
| Title of Class Voting Shares | Name of Record Owner | No. of Shares Held | Percent of Outstanding Voting Shares |
|---|---|---|---|
| Common | Mermac, Inc | 296,625,706 | 35.9241% |
| Voting Preferred | 172,778,760 | 20.9251% | |
| Common | PCD Nominee Corporation (Non-Filipino) | 162,032,358 | 19.6236% |
| Common | PCD Nominee Corporation (Non-Filipino) | 107,795,772 | 13.0551% |
| Common | Mitsubishi Corporation | 37,771,896 | 4.5745% |
| Voting Preferred | 19,545,678 | 2.3672% |
| Stockholder Name | No. of Common Shares | Percentage of Common Shares | |
|---|---|---|---|
| 1 | Mermac, Inc. | 296,625,706 | 47.4069% |
| 2 | PCD Nominee Corporation (Non-Filipino) | 162,032,358 | 25.8961% |
| 3 | PCD Nominee Corporation (Filipino) | 107,795,772 | 17.2280% |
| 4 | Mitsubishi Corporation | 37,771,896 | 6.0367% |
| 5 | Shoemart, Inc. | 7,529,203 | 1.2033% |
| 6 | Sysmart Corporation | 1,500,912 | 0.2399% |
| 7 | SM Investment Corporation | 1,418,610 | 0.2267% |
| 8 | Philippine Remnants Co., Inc. | 823,046 | 0.1315% |
| 9 | ESOWN Administrator 2019 | 515,904 | 0.0825% |
| 10 | ESOWN Administrator 2018 | 486,572 | 0.0778% |
| 11 | ESOWN Administrator 2016 | 481,726 | 0.0770% |
| 12 | ESOWN Administrator 2017 | 441,426 | 0.0705% |
| 13 | ESOWN Administrator 2015 | 431,619 | 0.0690% |
| 14 | Mitsubishi Logistics Corporation | 360,512 | 0.0576% |
| 15 | ESOWN Administrator 2012 | 315,963 | 0.0505% |
| 16 | ESOWN Administrator 2014 | 291,345 | 0.0466% |
| 17 | Telengtan Brothers & Sons, Inc. | 136,857 | 0.0219% |
| 18 | Lucio Tan | 127,996 | 0.0205% |
| 19 | Xavier P. Loinaz | 126,052 | 0.0201% |
| 20 | Era Management & Development Corp. | 106,118 | 0.0170% |
| Non-Executive and Independent Directors | Retainer Fee | Meetings’ Attendance Fees | Gross Remuneration |
|---|---|---|---|
Ramon R. Del Rosario, Jr. | P3,000,000 | P3,100,000 | P6,100,000 |
Delfin L. Lazaro | P3,000,000 | P2,500,000 | P5,500,000 |
Xavier P. Loinaz | P3,000,000 | P2,300,000 | P5,300,000 |
Keiichi Matsunaga | P3,000,000 | P2,500,000 | P5,500,000 |
Antonio Jose U. Periquet | P3,000,000 | P3,400,000 | P6,400,000 |
TOTAL | P15,000,000 | P13,800,000 | P28,800,000 |
Beginning 2019, Ayala has also put in place an Electronic Voting in Absentia & Shareholder System, an online system which may be accessed by stockholders to register and vote remotely or in absentia on matters for resolution in the annual stockholders’ meeting. A stockholder who votes through the System shall be deemed present for purposes of quorum.
| External Auditor Fees Sycip, Gorres, Velayo and Company (SGV &Co.) | Amount in millions of pesos | |
|---|---|---|
| 2019 | 2018 | |
Audit and Audit-Related Fees | P13.05 | P10.92 |
Non-Audit Fees | .12 | .12 |
Grand Total | 13.17 | P11.04 |
In accordance with regulations issued by the Securities and Exchange Commission, the audit partner principally handling the company’s account is rotated every five years.
Ayala Corporation's Internal Audit supports the Audit Committee in the effective discharge of its oversight role and responsibility and its activities are governed by a separate Internal Audit Charter approved by the Audit Committee and the Board. Internal Audit adopts a risk-based audit approach in developing its annual work plan, which is reassessed quarterly to consider emerging risks. As of 2019, the audit team has an average of 13.4 years audit experience and an average of 4.3 years tenure in the Ayala group.