Created in 2021
Ayala Corporation’s President and CEO became a Commissioner.
Mr. Fernando Zobel de Ayala assumed the position
of CEO in 2021 from Mr. Jaime Augusto Zobel de Ayala
Ayala Corporation’s Chief Finance Officer became an official member.
Achieved board diversity target 3 years ahead of schedule
with the election of Ms. Chua Sock Koong in April 2022
Ayala Corporation has established itself as a strong corporate leader anchored on a robust culture that readily adapts to the needs of a dynamic business and regulatory landscape. Committed to the principles of transparency, integrity, fairness, accountability, and professionalism, the company embeds good governance in its strategic vision and goals, which resonates in Ayala’s engagement with its shareholders and stakeholders.
The synergy between the Board and Management allows for the establishment and implementation of effective policies and appropriate processes supported by reliable mechanisms. Ever evolving, Ayala pushes the boundaries as it strives to continuously improve on its governance practices emboldened by an independent and transformational board and supported by a highly competent management team led by Ayala’s President and Chief Executive Officer.
Ayala Corporation will continue our practice of transparent and timely reporting of our required disclosures.
In line with our board diversity policy, a board refresh happened in the 2022 annual stockholders’ meeting with the nomination of Mr. Cesar V. Purisima and Ms. Chua Sock Koong. Their experience makes them eminently qualified to be elected and can widen our leadership’s perspective.
The Board shall adopt a policy on diversity that encourages the selection of an appropriate mix of competent Directors, each of whom can add value and independent judgment in the formulation of sound corporate strategies and policies. Diversity includes business experience, age, gender and ethnicity. 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 served for nine (9) years already, the Board should provide meritorious justifications and seek shareholders’ approval during the annual shareholders’ meeting.
In Ayala, all purchases, irrespective of funding, will be governed by the following policy:
It shall be the procurement policy of the group to obtain services, supplies, and equipment from reputable and quality sources that exhibit reliability, quality, and fair pricing. Payment arrangements are subject to individual contract agreements, with the commitment that both parties will abide by the terms and conditions related to the products and services. In relation to this policy, the reputation, historical performance, financial capability, and environmental impact of the suppliers are considered in the decision process. Ayala encourages sourcing from local vendors and gives prime consideration to their products and services, ensuring that there are no conflicts of interest. Competitive bids are applied whenever applicable, and all transactions comply with all legal requirements. Given Ayala’s commitment to the principles of SDGs, the group considers the suppliers’ compliance with human rights, specifically in ensuring that neither child labor nor forced labor is present in any part of their supply chain.
>50%
of Ayala Companies spend their procurement budgets on local suppliers
~23,500%
Food packs for families distributed by the Ayala Group through #BrigadangAyala
₱509.9 M
Economic Value Generated Groupwide
₱252.7 M
Economic Value Generated Parent Company Level
Within the Board of Directors is the Sustainability Committee, which Ayala Corporation created to uphold higher levels of governance. The committee reports to the board.
With an eye on inclusivity, the Committee is currently composed of one male and two female members, who are: Chairman - Cezar P. Consing; Member - Rizalina G. Mantaring; Member - Chua Sock Koong
Their primary responsibility is to oversee the sustainability direction, strategies, and programs across the group–ensuring that they are aligned to the company’s profitability while keeping the balance with governance and environmental and social initiatives.
In 2021, its maiden year, the Committee held two meetings. It aims to increase this number given the increase in ESG initiatives across the group.
Ayala Corporation is privileged to be a member of global organizations for sustainability.
We are a founding member of the Global Compact Network Philippines and more recently, Ayala Corporation has been elected as the Chairperson for 2022 and 2023.
We are also the only Filipino corporation in WBCSD. The organization’s programs for business transformation helps us determine where we are in the journey towards integrating sustainability into our businesses and how we can lead the way for other organizations.
To further promote Diversity and Equality, Ayala joined WBCSD’s Business Commission to Tackle Inequality (BCTI), where Ayala’s President and CEO, Fernando Zobel de Ayala, is a Commissioner. The commission aims to accelerate business action on the same level of climate and nature action.
Ayala Corporation’s Chief Finance, Risk, and Sustainability Officer Mr. Alberto M. de Larrazabal has officially become a member of the WBCSD. The network composed of CFOs from companies around the globe aims to shape the financial dialogue, making it more inclusive and changing the system to put ESG at the core of businesses.
With the engagement of CFOs, it is expected that the transition to a financial system that is more sustainable could be reached faster. The group evaluates standardization, investor engagement, leadership, and integration.
The Vatican recently formed the Council for Inclusive Capitalism, an initiative that aims to help economies become more inclusive and purposeful. Chairman Jaime Augusto Zobel de Ayala became one of the Stewards at the council in February 2021.
The Vatican’s project and Ayala’s vision prove to be aligned in creating value that is relevant, innovative, and enduring. Inclusive Capitalism’s approach is geared towards equality of opportunity, equitable outcomes, fairness across generations, and fairness in society. It is a global movement of business and civil society leaders, including leaders of major faiths. The council believes that making capitalism inclusive, with its benefits more widely and equitably distributed, is both a moral and market imperative.
The Sustainability Committee recommended that Ayala Corporation’s Board of Directors take the Board Sustainability Self-Assessment Survey developed by WBCSD, which they undertook in addition to their annual self-assessment survey.
The WBCSD categorizes sustainability self-assessment results into three general levels: starting the journey towards sustainability, progressing on this journey, and lastly, leading this journey. Overall, the board members assessed themselves to be progressing in the journey towards more embedded sustainability.
The answers here suggest that the Board considers the impact of ESG matters on the business model and how they can be combined with the corporate purpose. They believe that the company as a whole sometimes exceeds expectations, and at other times meets them but does not take leadership.
For risk management, the Board view varies the formal embedding of ESG risks and opportunities to the company’s risk management process. The variation lies between ESG-related risks being fully embedded and sometimes considered. The Board likewise varies on the depth of involvement, ranging from board being informed, being consulted, actively participating, and being held accountable.
The Board likewise has varied experience in terms of discussing ESG-related risks and opportunities with management, from discussions at every board meeting to at least once a year. The Board also needs to agree on setting ESG-related objectives for management and on including ESG performance as a variable for executive pay and compensation.
In engaging stakeholders, some directors see the Board as directly engaged, while others say that the Board goes through management to engage, and some others say that the Board is informed through management’s engagement.
Some members believe that the Board plays an active role in ensuring the consistency of non-financial disclosures and actions, while others say that the Board does not play an active role and leaves it to the management. Only some Board members see the link between ESG and financial implications.
The survey revealed that the Board is at the progressing level, signifying that ESG is given relevance across the group. This is in terms of considering the business model and the risks and opportunities, overseeing management, and engaging with stakeholders. This overall result of the 2021 self-assessment revealed a willingness to take more steps forward.
For 2022, the next step will be for the Board of Directors to undergo a workshop that will help them progress further in terms of weaving sustainability more into the company’s overall governance and responsibilities. This can thus be used as a guide to decision making.
Ayala has in place a Code of Conduct and Ethics (the “Code”) that guides all directors, officers, and employees on the right conduct, and sets standards expected of them as they navigate their roles and responsibilities.
As part of the company’s onboarding process, all directors, officers, and employees of Ayala are enjoined to comply with the Code. An annual refresher training is also given to all directors, officers and employees, who are all required to annually attest to their compliance with the Code of Conduct and Ethics. The training which contains real-life and ethically challenging scenarios guides the directors, officers and employees in their decisions, transactions, and interactions as they abide by the principle of “doing the right thing” at all times.
Ayala requires that all directors, officers, and employees conduct business in accordance with Philippine Laws and regulations, including the Anti-Money Laundering Law. In case of doubt concerning the legality of any matter, employees shall consult with the Corporate Governance Officer and Chief Legal Officer. Any suspected criminal violations will be reported to the appropriate authorities and non-criminal violations will be investigated and addressed as appropriate.
The Strategic Human Resource Department implements and monitors compliance with the provisions of the Code as well as impositions of sanctions for violations thereof. Internal Audit conducts annual audit reviews of the company’s ethics-related programs, objectives, and activities to assess its design, implementation, and effectiveness. Recommended improvements and identified non-compliance, if any, are reported to the Audit Committee of the Board, the Chief Compliance Officer, and Strategic Human Resources Head for action.
As the overall governing body, the Board oversees and ensures the compliance of all directors, officers, and employees with the Code. As in previous years, in 2021, the Board reviewed and assured the proper implementation of the Code of Conduct and Ethics.
The Code of Conduct and Ethics contains the conflicts of interest provisions requiring full disclosure of relevant facts and of any personal or pecuniary interests that could lead to a potential conflict of interest situation. It is expected that all of the company’s directors, officers, and employees avoid conflicts of interest situations or impropriety.
In the interest of abiding by the highest ethical standards in doing its business, seeking undue financial and material advantage from any transaction is strictly forbidden. The company has also established guidelines for dealing with gifts and gratuities, prohibiting directors, officers and employees from accepting gifts or invitations of any form, unless it meets the criteria set by the company. Any offer or gift of value given to directors, officers, and employees, or their immediate family, with a view to get favors or to influence business decisions are immediately reported to the appropriate reporting level.
Ayala adopts a zero-tolerance policy towards all unethical practices, including fraud, corruption, and bribery in any form, direct or indirect. The Anti-Corruption Policy contained in the Code of Conduct and Ethics guides all directors, officers, and employees on how to conduct business in a fair, ethical, and legal manner. Strict observance of the policy is mandated in all transactions and dealing with customers, suppliers and business partners of the company as well as with the government.
Ayala has a well-defined Insider Trading Policy that was updated in 2021 to include provisions on stricter reporting and monitoring as well as provisions against short swing transactions. The policy covers all incumbent directors, officers, employees, consultants, advisers of Ayala and members of their immediate families who are living in the same household, who have knowledge of material information about the company that is not disclosed or generally available to the public. The provisions of the policy encompasses compliance with disclosure rules and prevention of the unlawful practice of using confidential information to one’s own benefit.
All company directors, officers, consultants, employees and advisers, including their immediate family members living in the same household, who may have knowledge of material nonpublic information about the company are strictly prohibited from trading in Ayala’s shares during the trading blackout period. A certification on compliance with the prohibition against insider trading is required to be submitted annually.
For structured disclosures, the blackout period commences from five trading days before and two trading days after the disclosure of quarterly and annual financial results. The blackout period is two trading days after the disclosure of any material information other than quarterly and financial results for non- structured disclosures.
The Office of the Chief Compliance Officer disseminates notices of trading blackouts via electronic mail and strictly enforces the trading blackout periods.
The company has no violations of the company’s insider trading and trading blackout policies in the past three years.
In accordance with Ayala’s established and implemented guidelines on reporting trades, all directors and officers from Managing Directors and above, the Comptroller, Chief Audit Executive, Chief Risk Officer, Treasurer, Chief Compliance Officer, Corporate Secretary, and Assistant Corporate Secretary must report to the company all acquisitions or disposals, or any changes in their shareholdings in the company within three business days from the transaction date. All other officers and employees must submit to the Chief Compliance Officer a quarterly report on their trades of company securities.
Aligned with Ayala’s policy for transparency and integrity in its business, it has a Board-approved Whistleblower Policy that encourages directors, officers, employees, suppliers, business partners, contractors, subcontractors, and other third parties to report any perceived wrongdoing or malpractice involving the company or its employees. The reporting must be done in good faith and the whistleblower is guaranteed fair treatment and protection from reprisal, harassment, disciplinary action, or victimization for whistleblowing.
Integrity and confidentiality of the report is safeguarded through an outsourced receipt and processing of whistleblower reports to Punongbayan and Araullo through the reporting channel https://proactivehotline.grantthorntonsolutions.ph/report/ayala-corporation. This reporting channel allows anonymous reporting and is accessible anytime and anywhere via the internet. Reporters or whistleblowers may periodically check on the status of their reports through the system-generated ticket. The status of all received reports are also trackable with available monthly reports.
Other reporting channels available to the whistleblower are (1) Ayala’s website; (2) face-to-face meetings; (3) E-mail to whistleblower@ayala.com.ph; (4) Mail; (5) Telephone; and (6) Fax. The details on the address, telephone and fax numbers are available on the company website.
The company has established procedures for the receipt, investigation, and reporting of alleged violations of policies, rules, and regulations. The Disclosure Committee composed of the Chief Compliance Officer, Chief Audit Executive, Strategic Human Resources Head, and the Enterprise Risk Management Head oversees the implementation of the Whistleblower Policy including its implementing rules and ensures there is fair and transparent investigation process.
All reports are treated in confidence and if it is determined by the Disclosure Committee that an investigation is warranted, Internal Audit discreetly conducts investigation into allegations of unethical practices. Internal Audit may also retain independent counsel, professional experts or others to assist in the conduct of an investigation, as necessary.
The Disclosure Committee through the Internal Audit provides report to the Audit Committee who monitors the resolution and closure of all reported allegations of unethical practices, including the implementation of recommended improvements in the company’s ethical programs and related policies. To apprise the Board, the Audit Committee submits and presents a quarterly report to the Board on the results of its activities.
In 2021, there were no whistleblowing reports received for Ayala Corporation.
Ayala’s Data Privacy Office headed by the Data Protection Officer, Atty. Solomon M. Hermosura, works closely with all the business units to regularly review the physical, technical, and organizational security measures adopted by the company for the protection of personal data. This is to ensure the integrity, confidentiality, and availability of the personal data that the company collects and processes in order to uphold and protect the rights and interests of the data subjects.
In 2021, the company:
The company also amended its registration with the NPC last year.
Inquiries or concerns regarding data privacy and / or data subject’s rights may be submitted to the Data Protection Officer through acdataprivacy@ayala.com.ph.
Ayala’s Economic Value Generated increased by 10 percent in 2021, with more and more of its business units pushing to return to pre-pandemic operation levels. The group generated a total of ₱509,918.94 million.
At the parent company level, Economic Value Generated was at ₱252,732.12 million–an increase of about 17 percent from 2020.
Keeping true to its commitment of creating shared value and prosperity for its stakeholders and partners, Ayala distributes its economic value generated as follows:
In keeping with our increased focus on sustainability, the majority of Ayala companies procure from local sources to support local economic growth, spending beyond 50 percent of their procurement budgets on local providers.
Each business unit maintains its own supply chain policy that is anchored on Ayala’s Procurement Policy, which emphasizes that procurement activities must be conducted with integrity and in fairness. The policy is further highlighting Ayala’s commitment to human rights and that it only considers suppliers who are compliant with the same. Ayala does not condone child labor or force labor across its supply chain.
Our business units conduct their independent supplier accreditation processes aligned with their respective policy. Suppliers are evaluated based on their legitimacy, professional background, competence, financial capability, and history of quality service.
A few Ayala companies, such as Ayala Land and IMI, continue to include sustainability performance as part of their criteria in their accreditation process.
IMI maintains a rigorous supplier accreditation process and strictly ensures that they partner with organizations, which adhere to global sustainability standards, like the Responsible Business Alliance (RBA) Code of Conduct. Moreover, they ensure that their material consumption is through responsible sourcing and not related at the slightest with rebel groups of the Democratic Republic of Congo and related countries.
AC Motors, the vehicle distribution arm of Ayala, is in the process of adding electric vehicles in their portfolio through their Global OEM partnerships. This is in line with their aspiration to help reduce carbon emissions while partaking in the EV ecosystem. This goal of AC Motors also contributes to Ayala’s Net-Zero: GHG Emissions commitment by 2050.
As part of the Net-Zero: GHG Emissions Commitment of Ayala by 2050, the group is undergoing a rigorous process to ensure that Scope 3 emissions–which include suppliers– are properly and deliberately covered in the upcoming disclosures. This will be critical in ensuring and monitoring the achievement of the targets set in the commitment.
of Ayala companies’ procurement
budgets are spent on local providers
Supporting the growth of the local economy is important in the Ayala Group.
Ayala continues to foster the spirit of volunteerism and giving in its workforce. Despite the ongoing pandemic, companies across the group initiated their respective programs and aimed to help alleviate challenges in the communities they serve.
When the Taal Volcano alert was raised, BPI Foundation immediately partnered with Ayala Foundation in distributing relief packs to communities directly affected by the volcano. They also did the same for communities affected by Typhoons Maring and Odette. The foundation also partnered with BAYO Foundation and Ramon Aboitiz Foundation to provide Personal Protective Equipment (PPE) and meals to frontliners in select areas. Lastly, they reached out to indigent communities in Trece Martires, Cavite, and provided Christmas packs to some groups.
AC Health’s CSR activities raised health awareness and encouraged people in various communities and sectors to have a checkup. They provided free UnliCheQ Cards for LGUs in Manila, Taguig, Valenzuela, and Muntinlupa. They provided free checkup caravans for the Philippine National Police. They also went online and gave free health education via FB Live sessions on topics like Rainy Season Disease Awareness, Chronic Care Management, and Primary Care Education. Lastly, they gave free sessions on wellness to their corporate accounts encouraging participants to visit clinics and meet their doctors.
Entrego gave COVID-related support by setting up 11 community pantries for its employees and delivery partners from its seven NCR hubs. They extended this by giving food packs to 500 families from Brgy. Poblacion, Muntinlupa–a neighborhood near Entrego’s E-commerce center.
In partnership with Ayala Foundation, IMI employees raised donations worth ₱50,000, and the funds were used to donate fresh produce to the Hospicio de San Jose, a shelter for orphans, homeless, and elderly who battled COVID-19 infections. IMI also provided food packs to 200 frontliners from nine clinics in an effort to support them at the height of the pandemic.
Ayala helps the victims of Typhoon Odette.
AC Motors supported communities affected by Typhoon Odette, raising a total of ₱82,600 used to serve 100 food packs and give financial aid to their affected associates. They partnered with IPC to bring relief goods to Visayas, while AC Motors dealers opened their branches for associates who needed water and electricity.
Some business units conducted environmental CSR activities. For example, AC Infra’s LRMC conducted the Balihatar Creek Cleanup and Tree Planting at Ipo Watershed. They gathered around 138 volunteers for the cleanup. With 13 volunteers for the tree planting, they were able to plant 800 trees, which could potentially absorb 16,800kg Co2e annually.
Meanwhile, Entrego, another business unit of AC Infra, conducted two tree planting activities with 164 employee volunteers. They were able to plant a total of 1,500 trees in Laguna Quezon Land Grant Site (Sierra Madre) and in the ALI Carbon Forest.
One of the biggest volunteerism programs across the group in 2020 is Brigadang Ayala Kaakay, which continued in 2021. Employees from different backgrounds volunteered to help in the food distribution efforts in select locations across Metro Manila. This initiative targets more than 10,000 families. Manila Water continued its various CSR programs, promoting health and wellness in their service areas. These programs are:
| Programs | Number of Beneficiaries |
|---|---|
| WASH in Pandemic | 921,079 |
| Lingap | 45,756 |
| Agapay | 193,069 |
| Ahon Sanitasyon | 190 |
| Health in our Hands | 34,447 |
| Tubig para sa barangay | 219,056 |
Ayala helps communities that have been affected by natural calamities.
Ayala continues to uphold good governance, with the belief that it is imperative to a company’s growth. We give what is due to our various stakeholders and comply with all rules and regulations.
2021 was a year of transformation for Ayala’s governance structure, beginning with the 1 stepping down of Mr. Jaime Augusto Zobel de Ayala as the Chief Executive Officer of the Corporation and the assumption by Mr. Fernando Zobel de Ayala of the Chief Executive Officer position.
Another key management change is the 2 appointment of Mr. Alberto M. de Larrazabal as the new CFO, CRO and CSO in lieu of Mr. Jose Teodoro K. Limcaoco.
Highlighting its commitment to sustainability, the 3 Sustainability Committee was created. Ever mindful of its responsibilities and accountability to its stockholders and stakeholders, the company ensures improvements attuned to the dynamic business and regulatory landscape where it operates to foster Ayala’s long-term growth and sustainability.
Atty. Solomon M. Hermosura plays two different roles in Ayala’s governance systems, heading the offices of the 4 Corporate Secretary, and the Compliance Officer.
As Corporate Secretary, Atty. Hermosura assists in the effective conduct of Board meetings, including assisting the Chairman in preparing the meeting agenda and maintaining Board minutes and records.
As Chief Compliance Officer, he ensures Ayala’s adherence with relevant laws, rules and regulations, and best corporate governance practices, and facilitates the yearly performance assessment of the Board, Board Committees, and the individual directors.
In both capacities, Atty. Hermosura keeps abreast of relevant legal and regulatory developments by attending executive development programs, participating as resource speaker in various public fora and is a part-time professor of graduating law students. He has also attended various corporate governance fora, including Ayala’s Integrated Corporate Governance Risk Management and Sustainability Summit.
In 2021 Ayala is compliant with the Code of Corporate Governance for Publicly Listed Companies set forth by the Securities and Exchange Commission (SEC), except for some deviations with explanations provided below.
| Deviations from the Code | Explanation |
|---|---|
| Corporate Secretary and Compliance Officer are not separate individuals | The combined role does not affect the effective performance of either function due to the strong team supporting the Corporate Secretary and Chief Compliance Officer and the complementary nature of the two roles. The combined Corporate Secretary and Compliance Officer duly and optimally assisted the Board in performing its responsibilities and in ensuring Ayala's compliance with laws, regulations, and good corporate governance practices. |
| The Board does not have at least three independent directors | The Board is compliant with the legal and regulatory requirement of having two independent directors in its Board. Of the five remaining directors, four are non-executive directors. All of the directors have proven track records of maintaining independence, impartiality, and objectivity in all Board and Committee discussions and deliberations |
| Corporate Governance and Nomination Committee is not composed entirely of independent directors | |
| Chairman of the Audit and Risk Management and Related Party Transactions Committees serve as Chairman of other Committees | Mr. Antonio Jose U. Periquet and Ms. Rizalina G. Mantaring serve as Chair in two Committees each. Given Mr. Periquet and Ms. Mantaring's breadth of experience and expertise, they experienced no issues in handling the workload and responsbilities of the concurrent positions, particularly with adequate assistance from the units providing support functions to their committees. |
| Non-executive director serving in more than five publicly-listed companies | Mr Antonio Jose U. Periquet serves in the board of more than five publicly-listed companies. As monitored and assessed by the Office of the Compliance Officer, his commitment and effectiveness as as independent director of the company is not affected by his other directorships. In 2021, Mr. Periquet attented all board and applicable committee meetings where he actively participated and provided valuable insights. |
| Independent director serving for a term of more than nine years | As disclosed in the 2021 Definitive Information Statement, Mr. Antonio Jose U. Periquet has served the recommended nine-year term for independent directors (reckoned from 2012). His continued nomination was endorsed in view of his proven track record in exercising independent and objective judgment and his invaluable contributions in board discussions. Mr. Periquet was duly elected by Ayala's stockholders' during the 2021 annual stockholders' meeting. Mr. Periquet is no longer a nominee for director in the company's 2022 annual stockholders' meeting |
| Executive remuneration not disclosed on an individual basis | Remuneration of the top five highest-paid officers is disclosed in aggregate as balance must be struck between full disclosure and the protection and privacy of the individual officers. |
The Audit Committee has the primary responsibility to recommend the appointment and removal of the external auditor. Annually, it assesses the independence, adequacy of resources, professional qualifications, and competence of the external auditor.
The external auditors are directly accountable to the Audit Committee in helping ensure the integrity of the company’s financial statements and financial reporting process.
Their responsibility is to assess and provide an opinion on the conformity of the audited financial statements with Philippine Financial Reporting Standards and the overall quality of the financial reporting process. The Audit Committee oversees the work of the external auditors and ensures that they have unrestricted access to records, properties, and personnel to enable performance of the required audit. The Audit Committee also had an executive session with the external auditors in 2021 without the presence of the management team to discuss any issues or concerns.
To ensure that the external auditor maintains the highest level of independence from the company, both in fact and appearance, the Audit Committee approved all audit, audit- related, and permitted non-audit services rendered by the external auditor. Non-audit services expressly prohibited by regulations of the SEC to be performed by the external auditors of the company were awarded to other audit firms to ensure that the company’s external auditor carries out its work in an objective manner.
During the Annual Stockholders’ Meeting last April 23, 2021, the shareholders re-appointed Sycip Gorres Velayo & Co. (SGV & Co.) as the company’s external auditor for the calendar year 2021, with Lucy L. Chan as the lead engagement partner.
Total fees billed by SGV & Co. for the years ended December 31, 2021 and 2020 amounted to ₱16.68 million and ₱14.02 million, respectively, inclusive of VAT. The Audit Committee reviewed the nature of non-audit services rendered by SGV & Co. and the corresponding fees and concluded that these are not in conflict with their function as the company’s external auditor. The breakdown of the fees for 2021 and 2020 are shown below:
External Auditor Fees in Millions of Pesos
| 2021 | 2020 | |
|---|---|---|
| Audit and Audit-Related Fees | ₱16.55 | ₱11.77 |
| Non-Audit Fees | 0.13 | 2.25 |
| GRAND TOTAL | ₱16.68 | ₱14.02 |
Audit and Audit-Related Fees include the audit of Ayala’s annual financial statements and the mid-year review of financial statements in connection with the statutory and regulatory filings or engagements for the years ended 2021 and 2020. These also include assurance services that are reasonably related to the performance of the audit or review of Ayala’s financial statements pursuant to the regulatory requirements. The non-audit fees include one-time, recurring, and non- recurring projects or consulting services. There were no disagreements with the company’s external auditor on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures.
Internal Audit supports the Audit Committee in the effective discharge of its oversight role and responsibility. The Chief Audit Executive, Catherine H. Ang, reports functionally to the Audit Committee of the Board of Directors, and administratively to the President and Chief Executive Officer or his designated representative. The activities of Internal Audit 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, or more frequently, as needed, to consider the changing risk landscape, including emerging risks. The Audit Committee reviews and approves the annual work plan and all changes to the approved audit work plan.
Moreover, the Committee ensures that internal audit examinations cover the evaluation of adequacy and effectiveness of controls encompassing the following:
The Committee also ensures that audit resources are adequate and reasonably allocated to the areas of highest risk, including the effectiveness of the internal audit function. During the year, the Committee regularly met with the Chief Audit Executive without the presence of management to discuss any issues or concerns.
To strengthen corporate governance, Ayala’s Internal Audit adopted portfolio-based subsidiary oversight. The goals are to:
As of 2021, the audit team has an average of 15.4 years audit experience and an average of 6.3 years tenure in the Ayala group. The audit team has the following professional certifications:
All the internal auditors are members of The Institute of Internal Auditors Philippines (IIAP) and adopt the International Professional Practices Framework promulgated by The Institute of Internal Auditors, Inc. The Chief Audit Executive is also a member of the Financial Executives of the Philippines and a fellow of the Institute of Corporate Directors.
The internal audit activities conform with the International Standards for the Professional Practice of Internal Auditing and are continuously evaluated through an independent Quality Assessment Review, conducted every five years.
Ayala’s Internal Audit also collaborates with the internal audit functions of the subsidiaries and affiliates to promote sharing of resources, knowledge, tools, and best practices through AGIAN. Established in 1999, the network continues to deliver activities that strengthen synergy within the group resulting in an effective teamwork environment and audit coverage of risks, exchanges of good practices and ideas, and improved skills of internal auditors.
In December 2021, the group successfully conducted the AGIAN Annual Conference with the theme “Harnessing Opportunities and Powering Essentials,” focusing on learning sessions about strengthening the partnership between the Audit Committee and Internal Audit, incorporating sustainability reporting in the audit plan, and cybersecurity and data privacy in the expanded work environment. The event was capped by a site visit to ACEN’s solar farm in Alaminos, Laguna, to reinforce the importance of sustainability and the role of internal audit in supporting the initiatives of the Ayala Group towards net-zero carbon emission by 2050.
Technical sessions were also held to provide the members with the knowledge, tools, and required auditing skills to enable them to perform their responsibilities. Since 2018, AGIAN has partnered with the IIAP to accredit the AGIAN programs for Continuing Professional Development (CPD) for renewal of licenses and certifications. In 2021, three AGIAN programs were provided to the group internal auditors, in addition to the continuing training and development programs, from specific job skills to long-term professional development provided by the employees’ respective business units.
Committed to full disclosure and transparency, Ayala ensures quality, accurate and timely disclosures to the regulators, the investing public, and other stakeholders. To ensure consistency and accuracy in the reports and compliance with the disclosure requirements under the rules and regulations of the SEC, Philippine Stock Exchange (PSE), and Philippine Dealing and Exchange Corporation (PDEx), internal policies and procedures are in place and periodically reviewed.
All relevant disclosures, including material and market sensitive information that may affect the public’s investment decisions, are timely disclosed with the SEC, PSE, and PDEx, with details as follows for the 2021 filings:
This information, past annual and integrated reports, and this integrated report and the consolidated audited financial statements are disseminated to shareholders through the company’s website at www.ayala.com and through media and analysts’ briefings.
As of December 31, 2021, Ayala’s total outstanding common shares were held as follows:
| Outstanding Common Shares | % Ownership | |
|---|---|---|
| Mermac, Inc. | 296.6 million | 47.87 |
| PCD Nominee Corporation (Non-Filipino)* | 138.0 million | 22.26 |
| PCD Nominee Corporation (Filipino)* | 124.0 million | 20.02 |
| Mitsubishi Corporation | 37.8 million | 6.09 |
| Others | 23.3 million | 3.76 |
| TOTAL | 619.7 million | 100 |
*Out of the 262.0 million common shares registered under the name of PCD Nominee Corporation, 34.1 million are for the account of Deutsche Bank Manila, and 32.4 million are for the account of Hongkong Shanghai Banking Corporation, which are 5.50% and 5.22%, respectively, of the total shares.
| Outstanding Common Shares | % Ownership | |
|---|---|---|
| Common Shares | 619.7 million | - |
| Voting Preferred Shares | 200.0 million | - |
| TOTAL VOTING SHARES | 819.7 million | 27.28 |
| Preferred B Shares Series 1 Shares | 20.0 million | - |
| Preferred B Shares Series 2 Shares | 30.0 million | - |
| TOTAL OUTSTANDING SHARES | 869.7 million | 22.91 |
There were no cross or pyramid shareholdings.
In addition to required structured disclosures, Ayala Corporation also files relevant unstructured disclosures and clarifications of new articles.
Electronic Voting in Absentia & Shareholder (VIASH) System allows voting of all shareholders regardless of residency
Stockholders of the corporation owning at least 10% or more of the outstanding capital stock have the right to call for a special meeting
The company’s governance system safeguards the right of the stockholders to vote and participate in the stockholders’ meeting. Ayala’s second fully virtual annual stockholders’ meeting was held on April 23, 2021. Active stockholders’ participation was encouraged through attendance by remote communication, voting in absentia using the electronic Voting in Absentia & Shareholder (VIASH) System, voting through proxy forms assigning the Chairman as proxy, and sending their questions and comments to the company’s established communication channels.
The notice of meeting was distributed at least 28 days before the annual stockholders’ meeting by adopting the SEC-allowed alternative modes of distributing the notice and other meeting materials. The notice contained the date and time of the meeting, a detailed agenda, the allowed means of participation and voting, and sets the date, time, and place for validating proxies, which must be done at least five business days prior to the annual shareholders’ meeting. The Committee of Inspectors of Proxies and Ballots, composed of non-directors and constituted by the board, and the independent validation conducted by the Internal Audit and SGV, uphold the integrity of the process for validation of proxies and tabulation of votes for shareholders’ meetings.
Each outstanding common and voting preferred shares of stock entitles the registered holder to one vote. As provided in the Revised Corporation Code, holders of non-voting preferred shares are still entitled to vote on the following matters:
Non-controlling or minority shareholders were given the right to nominate candidates for the board of directors and to propose items for inclusion in the meeting agenda.
Fernando Zobel De Ayala
President and Chief Executive Officer
Jaime Augusto Zobel de Ayala
Chairman
Paolo Maximo F. Borromeo
Managing Director, Corporate Strategy and Development Group Head
Alberto M. de Larrazabal
Senior Managing Director, Chief Finance Officer, Chief Risk Officer, Chief Sustainability Officer, and Finance Group Head
Josephine G. De Asis
Executive Director and Controller
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
| Name and Principal Position | Year | Salary | Bonus | Other Annual Compensation |
|---|---|---|---|---|
| CEO and Most Highly Compensated Executive Officers | Actual 2020 | P348.13M | P270.81M | P0 |
| Actual 2021 | P300.72M | P162.49M | P0 | |
| Projected 2022 | P225.45M | P190.74M | P0 | |
| All other officers Managers and up (including all above-named officers). as a group unnamed | Actual 2020 | P348.13M | P270.81M | P0 |
| Actual 2021 | P300.72M | P162.49M | P0 | |
| Projected 2022 | P225.45M | P190.74M | P0 |
Jaime Augusto Zobel de Ayala
Chairman
Jaime Augusto Zobel de Ayala
Filipino, 62
Non-Executive Director, Chairman
Director of Ayala Corporation since May 1987
Length of Service (as of 31 December 2021)
34 years
Fernando Zobel de Ayala
President and CEO
Fernando Zobel de Ayala
Filipino, 61
Executive Director, Vice Chairman, President and Chief Executive Officer
Director of Ayala Corporation since May 1994
Length of Service (as of 31 December 2021)
27 years
Delfin L. Lazaro
Director
Delfin L. Lazaro
Filipino, 75
Non-Executive Director
Director of Ayala Corporation since January 2007
Length of Service (as of 31 December 2021)
15 years
Cezar P. Consing
Director
Cezar P. Consing
Filipino, 62
Non-Executive Director
Director of Ayala Corporation since December 2020
Length of Service (as of 31 December 2021)
1 year
Rizalina G. Mantaring
Lead Independent Director
Rizalina G. Mantaring
Filipino, 62
Lead Independent Director
Director of Ayala Corporation since April 2020
Length of Service (as of 30 June 2022)
1 year
Cesar V. Purisima
Independent Director
Cesar V. Purisima
Filipino, 61
Independent Director
Director of Ayala Corporation since April 2022
Length of Service (as of 30 June 2022)
Less than 1 year
Chua Sock Koong
Independent Director
Chua Sock Koong
Singaporean, 64
Independent Director
Director of Ayala Corporation since April 2022
Length of Service (as of 30 June 2022)
Less than 1 year
As of June 30, 2022
Jaime Augusto Zobel de Ayala
Chairman
Fernando Zobel de Ayala
Vice-Chairman
Delfin L. Lazaro
Member
As of June 30, 2022
Rizalina G. Mantaring
Chairman
Independent Director
Cesar V. Purisima
Member
Independent Director
Chua Sock Koong
Member
Independent Director
Cesar V. Purisima
Chairman
Independent Director
Rizalina G. Mantaring
Member
Independent Director
Cezar P. Consing
Member
Chua Sock Koong
Chairman
Independent Director
Rizalina G. Mantaring
Member
Independent Director
Cesar V. Purisima
Member
Independent Director
Chua Sock Koong
Chairman
Independent Director
Delfin L. Lazaro
Member
Cesar V. Purisima
Member
Independent Director
Delfin L. Lazaro
Chairman
Jaime Augusto Zobel de Ayala
Member
Fernando Zobel de Ayala
Member
Cezar P. Consing
Member
As of June 30, 2022
Cezar P. Consing
Chairman
Rizalina G. Mantaring
Member
Independent Director
Chua Sock Koong
Member
Independent Director
As ensured by the Personnel and Compensation Committee, the remuneration of directors is consistent with the company’s culture, strategy, and control environment, and aligned with the long-term interests of the company and its stakeholders. Directors’ remuneration or any change thereto is approved by stockholders during the annual stockholders’ meeting.
Ayala’s executive director, Mr. Fernando Zobel de Ayala, who is the company’s President and CEO, does not receive the fixed retainer fee for directors nor any remuneration for attending Board and Committee meetings.
Non-Executive and Independent Directors Remuneration Ayala pays director fees only to the company's NEDs and IDs. The current fee structure for the NEDs and IDs is as follows:
| Fee Structure | Retainer Fee | For Board | For Committees |
|---|---|---|---|
| Non-Executive and Independent Directors | ₱3 million per annum | ₱0.2 million per meeting attended | ₱0.1 million per meeting attended |
In 2021, the following NEDs and IDs received gross remuneration as follows:
| Meeting Fees | ||||
|---|---|---|---|---|
| Non-Executive and Independent Directors | Retainer Fee | Board Meetings | Committee Meetings* | Gross Remuneration |
| Jaime Augusto Zobel de Ayala** | 3,000,000.00 | 800,000.00 | 600,000.00 | 4,400,00.00 |
| Cezar P. Consing** | 3,000,000.00 | 800,000.00 | 1,200,000.00 | 5,000,00.00 |
| Delfin L. Lazaro | 3,000,000.00 | 1,200,000.00 | 1,500,000.00 | 5,700,00.00 |
| Rizalina G. Mantaring | 3,000,000.00 | 1,200,000.00 | 2,500,000.00 | 6,700,00.00 |
| Keiichi Matsunaga | 3,000,000.00 | 1,200,000.00 | 1,500,000.00 | 5,700,00.00 |
| Total | 18,000,000.00 | 6,400,000.00 | 9,200,000.00 | 33,600,000.00 |
* Included per diem of ₱100K for Non-Executive Directors Meeting.
** Payment to Messrs. Zobel de Ayala and Consing commenced on April 23, 2021 when they were elected are Non-Executive Directors
Aside from the foregoing, NEDs and IDs do not received compensation for services provided as a director. They are not entitled to stock options and performance bonuses from the company.