INFORMATION STATEMENT 2023

INFORMATION STATEMENT 2022

INFORMATION STATEMENT 2021

INFORMATION STATEMENT 2020

INFORMATION STATEMENT 2019

INFORMATION STATEMENT 2018

INFORMATION STATEMENT 2017

INFORMATION STATEMENT 2016

INFORMATION STATEMENT 2015

INFORMATION STATEMENT 2014

INFORMATION STATEMENT 2013

INFORMATION STATEMENT 2012

4th Amended 2022 General Information Sheet

3rd Amended 2022 General Information Sheet

2nd Amended 2022 General Information Sheet

Amended 2022 General Information Sheet

2022 General Information Sheet

2021 General Information Sheet 

Amended 2020 General Information Sheet

2020 General Information Sheet

GENERAL INFORMATION SHEET 2019

Amended 2018 General Information Sheet

GENERAL INFORMATION SHEET 2018

GENERAL INFORMATION SHEET 2017

AMENDEND 2016 GENERAL INFORMATION SHEET

GENERAL INFORMATION SHEET 2016

GENERAL INFORMATION SHEET 2015

Amended 2014 General Information Sheet

GENERAL INFORMATION SHEET 2014

GENERAL INFORMATION SHEET 2013

GENERAL INFORMATION SHEET 2012

2023 Minutes of Annual Stockholders' Meeting

2022 Minutes of Annual Stockholders' Meeting

2021 Minutes of Annual Stockholders' Meeting

2020 Minutes of Annual Stockholders' Meeting

2019 Minutes of Annual Stockholders' Meeting

2018 Minutes of Annual Stockholders' Meeting

2017 Minutes of Annual Stockholders' Meeting

2016 Minutes of Annual Stockholders' Meeting

2015 Minutes of Annual Stockholders' Meeting

2014 Minutes of Annual Stockholders' Meeting

2013 Minutes of Annual Stockholders' Meeting

2012 Minutes of Annual Stockholders' Meeting

2011 Minutes of Annual Stockholders' Meeting

Voting Results 2023

Voting Results 2022

Voting Results 2021

Voting Results 2020

Voting Results 2019

Voting Results 2018

Voting Results 2017

Voting Results 2016

Voting Results 2015

Voting Results 2014

Voting Results 2013

Voting Results 2012

Voting Results 2011

<div class="content">
The Board of Directors of Ayala is composed of seven (7) directors who are elected annually at the Company’s stockholders’ meeting. At the annual stockholders’ meeting on April 28, 2023, the following were elected to the Board:
<table cellspacing="1" cellpadding="1">
<thead>
<tr>
<th style="width: 228px;" scope="col">Director</th>
<th style="width: 104px;" scope="col">If nominee, identify the principal</th>
<th style="width: 143px;" scope="col">Nominator in the last election (if ID, state the relationship with the nominator)</th>
<th style="width: 138px;" scope="col">Date first elected</th>
<th style="width: 96px;" scope="col">No. of years served as director</th>
</tr>
</thead>
<tbody>
<tr>
<td style="width: 228px;">Jaime Augusto Zobel de Ayala
Non-Executive Director</td>
<td style="width: 104px;">Mermac, Inc.</td>
<td style="width: 143px;">Elma B. Guinto</td>
<td style="width: 138px;">May 1987</td>
<td style="width: 96px;">36</td>
</tr>
<tr>
<td style="width: 228px;">Delfin L. Lazaro
Non-Executive Director</td>
<td style="width: 104px;">N.A.</td>
<td style="width: 143px;">Elma B. Guinto</td>
<td style="width: 138px;">January 2007</td>
<td style="width: 96px;">16</td>
</tr>
<tr>
<td style="width: 228px;">Cezar P. Consing
Executive Director*</td>
<td style="width: 104px;">N.A.</td>
<td style="width: 143px;">Elma B. Guinto</td>
<td style="width: 138px;">December 3, 2020</td>
<td style="width: 96px;">2.25</td>
</tr>
<tr>
<td style="width: 228px;">Mercedita S. Nolledo
Non-Executive Director</td>
<td style="width: 104px;">N.A.</td>
<td style="width: 143px;">Elma B. Guinto</td>
<td style="width: 138px;">September 27, 2022</td>
<td style="width: 96px;">.5</td>
</tr>
<tr>
<td style="width: 228px;">Rizalina G. Mantaring
Lead Independent Director**</td>
<td style="width: 104px;">N.A.</td>
<td style="width: 143px;">Elma B. Guinto (no relation to Ms. Mantaring)</td>
<td style="width: 138px;">April 24, 2020</td>
<td style="width: 96px;">3</td>
</tr>
<tr>
<td style="width: 228px;">Chua Sock Koong
Independent Director</td>
<td style="width: 104px;">N.A.</td>
<td style="width: 143px;">Elma B. Guinto (no relation to Ms. Chua)</td>
<td style="width: 138px;">April 29, 2022</td>
<td style="width: 96px;">1</td>
</tr>
<tr>
<td style="width: 228px;">Cesar V. Purisima
Independent Director</td>
<td style="width: 104px;">N.A.</td>
<td style="width: 143px;">Elma B. Guinto (no relation to Mr. Purisima)</td>
<td style="width: 138px;">April 29, 2022</td>
<td style="width: 96px;">1</td>
</tr>
</tbody>
</table>
*Executive Director effective August 15, 2022.
**Lead Independent Director effective April 29, 2022.
Jaime Augusto Zobel de Ayala is the Chairman of the Board, who assumed the position in 2006.
</div>
<div class="content">
The profiles of each board director may be viewed here- <a href="/about/board-directors">http://www.ayala.com.ph/board-directors</a>
The independent directors have no interest or relationship with the company that may hinder their independence from the company, Management or shareholders which could materially interfere with their exercise of independent judgment in carrying out their responsibilities as directors.
</div>

Composition

A stockholder of the Company may nominate members of the Board of Directors. The Corporate Governance and Nomination Committee evaluates the nominees and approves a list of nominees eligible to be elected as members of the Board and may make use of professional search firms and other external sources of candidates.
A director of the Company shall have the following qualifications:
<ol>
<li>Ownership of at least one (1) share of the capital stock of the Corporation standing in his name in the books of the Corporation;</li>
<li>College degree or its equivalent or adequate competence and understanding of the fundamentals of doing business or sufficient experience and competence in managing a business to substitute for such formal education;</li>
<li>Relevant qualifications, such as previous business experience, membership in good standing in relevant industry and membership in business or professional organizations;</li>
<li>Integrity, probity, diligence and assiduousness in the performance of duties;</li>
<li>Directorships in other companies, taking into account the following factors:
<ul>
<li>(i) directorships in other companies, taking into account the following factors:</li>
<li>(ii) the number of directorships in other companies;</li>
<li>(iii) any possible conflict of interest; and</li>
<li>(iv) the age of the director;</li>
</ul>
</li>
<li>for independent directors, beneficial equity ownership in the Corporation or in its related companies, which must not exceed two percent (2%), and</li>
<li>the term limit set for independent directors under applicable laws, rules and regulations.</li>
</ol>
Directors shall hold office for a term of one (1) year, more or less, immediately upon their election and until their successors shall have been elected and qualified in accordance with the Company By-Laws and applicable rules. In case any vacancy or vacancies should occur on the Board of Directors other than removal or expiration of term, due to death, resignation or other causes, the remaining Directors, if still consisting a quorum, may fill said vacancies by election from among the stockholders and the stockholders so elected shall act as members of said Board only for the unexpired term of the previous director.

Appointment

The Board has established committees to assist in exercising its authority in monitoring the performance of the company. The committees provide organized and focused means for the directors to achieve specific goals and address issues, including those related to governance.
At its organizational meeting held immediately after the stockholders’ meeting on April 28, 2023, the Board of Directors considered and approved the election of Chairpersons and Members of the Board Committees.

Committees and Charters

The Board meets at least six times every year. Discussions during board meetings are open and independent views are given due consideration. A director who fails, without any justifiable cause, to attend at least 75% of the total number of Board meetings during any term shall not be eligible for re-election. Average attendance in the Board’s seven meetings in 2021 was 100%.
The directors are encouraged to attend all meetings, either in person or via video or teleconferencing facility. The Corporate Secretary provides dial-in numbers to the directors who wish to join the meetings via video or teleconferencing facility. Two-thirds (2/3) of the number of Directors as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business.
At the beginning of the year, the Office of the Corporate Secretary sends to the directors through email the schedule of the board meetings for the year as follows:
January 24, 2023
March 8, 2023
April 28, 2023
The members of the Board of the Directors, upon their election on the April 28, 2023, set the dates of their meetings during their term.  For the rest of the year, the meetings of the Board will be held on the following dates:
July 18, 2023
September 28, 2023
December 11, 2023
<h4>NON-EXECUTIVE DIRECTORS (NED&#8217;s) MEETINGS </h4>
Periodic meetings are held by the NEDs and IDs without the presence of executive directors. Under the chairmanship of Ms. Mantaring as  the lead independent director, the company’s NEDs and IDs had a meeting without the executive director present on December 13, 2022.  The Strategic Adviser for Human Resources was invited as resource person for the  discussion  on the leadership pipeline and the programs  in place for talent development.
<h4>ACCESS TO INFORMATION</h4>
Board materials are made available to the directors at least five working days in advance of the scheduled meeting.
The board members are free to contact the Chief Legal Officer and Corporate Secretary, and any of the management team to discuss issues or matters that need clarification in the discharge of their duties as members of the Corporation’s board of directors.
The Chief Legal Officer and Corporate Secretary of the Company attends to the directors’ concerns. When necessary, the Chief Legal Officer and Corporate Secretary may recommend to the directors to seek for an advice from third parties.
In 2022, the Board and each of its committees reported the following attendance in their respective meetings:

Meetings And Attendance

The non-executive and independent directors are entitled to receive from the Corporation, pursuant to a resolution of the Board of Directors, fees and other compensation for their services as Directors.
The Personnel and Compensation Committee shall have the responsibility of recommending to the Board of Directors the fees and other compensation for directors. In discharging this duty, the committee shall be guided by the objective of ensuring that the level of compensation should fairly pay Directors for work required in a company of the Corporation’s size and scope. In no case shall the total yearly compensation of directors exceed one percent (1%) of the net income before tax of the Corporation during the preceding year.
On April 5, 2022, upon the recommendation of the Committee, the Board approved a resolution fixing the current remuneration of non-executive directors. Non-executive and independent directors are Board members who are not officers of the company. They receive remuneration consisting of: 1) an annual retainer fee of P3,000,000, with additional P3,000,000 for the Chairman of Board, and P1,500,000 for the Chairman of the Audit Committee; 2) a per diem of P200,000 for each Board meeting attended and P100,000 for each Written Resolution of the Board;  3) a per diem of P100,000 per Committee meeting attended and P50,000 for each Written Resolution of the Committee; and 4) a per diem of P100,000 per Non-Executive Directors meeting attended. The Non-executive Directors travelling outside their country of residence are entitled to P100,000 travel allowance, business class round trip airfare and accommodation on a five-star hotel.

Remuneration

Ayala recognizes the value of providing relevant trainings to its directors and has set aside an annual budget to allow them to attend continuing professional development programs, applicable courses, conferences and seminars.
It is the policy of the company that all directors attend at least a four-hour annual continuing training program on corporate governance. Also, all new directors must undergo at the minimum an eight-hour orientation program on the company’s business and structure, vision and mission, business strategy, Governance Codes and Policies, Articles, By-Laws, Corporate Governance Manual, Board and Committee Charters, SEC-mandated topics on governance matters and other subjects essential for the effective performance of their duties and responsibilities. Each year, the Chief Compliance Officer ensures all directors undergo the necessary trainings.
As a group-wide initiative, a Corporate Governance and Risk Management Summit has been held annually since 2014. The Summit serves as a venue for collaboration, promotes the importance of strengthening the company’s corporate governance structures, and acts as a continuing education program for the Board, CEOs, and senior management. In August 2017 and September 2018, the group held summits with the themes of &#8220;Right of Privacy and Obligation of Transparency&#8221; and &#8220;Into the Future&#8221;.
For 2019, the first ever Integrated Corporate Governance, Risk Management and Sustainability Summit with the theme “The Board’s Agenda: Sustainability Shapes Corporate Governance and Risk Management” was held in recognition of the interconnectedness of the three disciplines in ensuring responsible business growth and value creation. The Summit’s aim was to increase awareness that integrating sustainability in Ayala’s core strategies and governance framework allows for better identification, mitigation and management of risks and improvement of governance practices and procedures.
In 2020, the Ayala Group held its first ever fully virtual Integrated Corporate Governance, Risk Management and Sustainability Summit with the theme “The Board’s Agenda: The Business of Building Back Better.
The directors of the Corporation, in their own capacity, may attend education programs, seminars, and roundtable discussions with any SEC-accredited service providers.
Consistent with the Guidelines in Conducting Performance Assessments, the Board conducts annual survey to evaluate the performance of the Board and its individual members, measure the effectiveness of the Company&#8217;s governance practices and identify areas for improvement, and adopt new methodologies to further strengthen the Company&#8217;s corporate governance standards

Continuing Education and Training

An annual performance assessment is conducted to review and evaluate the performance of the Board, its Committees, its individual members, the CEO and the President to measure the effectiveness of the company’s governance practices and identify areas for improvement; and to adopt new methodologies towards further strengthening the company’s corporate governance standards.
The results of the self-assessment survey were compiled by the Compliance Officer and were reported and discussed during the December 3, 2020 (with third party validation), July 15, 2021 and July 14, 2022 Board meetings.
Every three years, an independent consultant is appointed to assist in the evaluation process of the Board. Aon plc facilitated in 2020 an independent third-party evaluation of the Board.
<a href="https://drive.google.com/file/d/1fZ_pIQCrGbZQxdyINDyApfTIjmfCP2Jm/view?usp=sharing">Aon plc’s certification on third party evaluation conducted on Ayala’s Board of Directors.</a>
<h4>CRITERIA USED IN ASSESSING THE ANNUAL PERFORMANCE OF THE BOARD, COMMITTEES, INDIVIDUAL DIRECTOR, AND CEO/PRESIDENT</h4>
&nbsp;
<table border="1" cellspacing="1" cellpadding="1">
<thead>
<tr>
<th scope="col"></th>
<th scope="col">Process</th>
<th scope="col">Criteria</th>
</tr>
</thead>
<tbody>
<tr>
<td>Board of Directors</td>
<td>The directors are requested annually to answer a performance assessment survey form where they will evaluate their performance as a director and the performance of the Board. The Corporate Secretary summarizes the result of the survey and are reported at the board meeting immediately following the completion of the survey. An outside consultant may be employed to conduct simultaneous evaluation of the Board’s performance.</td>
<td>The self-assessment tool will cover the following:
<ol>
<li>structure of the Board;</li>
<li>shareholder benefits;</li>
<li>fulfillment of the Board’s key responsibilities;</li>
<li>oversight function;</li>
<li>effectiveness of the Board’s processes and meetings;</li>
<li>quality of the Board-Management relationship;</li>
<li>corporate ethics, and</li>
<li>performance evaluation.</li>
</ol>
</td>
</tr>
<tr>
<td>Board Committees</td>
<td>The Committees conduct an annual assessment to evaluate the effectiveness of their performance against the requirements of their Charter. The Chairman of the Committee will lead the discussion on the results of the assessment, focusing on areas which need improvement or where there is great variation in answers. The results and any action plans arising from the discussion will be reported to the Board.
Audit Committee fills out a self-assessment questionnaire that shall benchmark its practices against the expectations set forth in the Audit Committee Charter.</td>
<td>
<ol>
<li>Committee Organization – Whether the Committee is composed of appropriate number of Directors with the right balance of skills, experiences and backgrounds to ensure the proper performance of the roles and responsibilities of the Committee;</li>
<li>Committee Meetings – Whether the Committee had adequate number of meetings to sufficiently focus on significant matters of concern; and</li>
<li>Committee Processes and Procedures – Whether the Committee adopted processes and procedures to ensure timely resolution of matters before it.</li>
</ol>
</td>
</tr>
<tr>
<td>Individual Directors</td>
<td>The directors are requested annually to answer a performance assessment survey form where they will evaluate their performance as a director and the performance of the Board. The Corporate Secretary summarizes the result of the survey.</td>
<td>
<ol>
<li>Has understanding of the mission, values and strategies of the Company;</li>
<li>Is abreast of the latest best practices in corporate governance;</li>
<li>Attends the Board and Committee meetings on time, prepared and knowledgeable about the issues to be discussed;</li>
<li>Avoids entering into situations where he may be placed in a conflict of interest with that of the Company and promptly discloses any conflict which might occur;</li>
<li>Has a good record of Board and Committee meeting attendance;</li>
<li>Participates actively in Board discussions with a sense of independence and objectivity, and encourage other Board members to express different opinions as much as possible;</li>
<li>Promotes the work and the mission of the Company in the community whenever he has the chance to do so;</li>
<li>Has awareness on the Company&#8217;s by-laws and governing principles and policies and keeps himself updated on the latest best practices in corporate governance; and</li>
<li>Has added significant value to the Board</li>
</ol>
</td>
</tr>
<tr>
<td>CEO/President</td>
<td>The performance of the Senior Management Group, including the Chairman and the President, are regularly evaluated. The Company uses an Evaluation System which includes self-assessment and discussions.</td>
<td>The company’s Performance Evaluation System includes metrics, deliverables, accomplishments and development plan.</td>
</tr>
</tbody>
</table>
Aon plc&#8217;s evaluation was conducted through an evaluation questionnaire answered by each director. The evaluation criteria include: (1) Board Composition, (2) Board Roles, Functions and Processes, (3) Information Management, (4) Representation of Shareholders and ESG Factors, (5) Managing Company’s Performance, (6) Senior Executive’s Talent Management and Succession Planning, (7) Dynamics and relationships, and (8) Corporate Governance Practices related to the Strategy, Policy, Risk, Oversight, and Accountability functions giving insights on the effectiveness of the Board, the Committee, the Chairperson, and the Directors. The results of the assessment was reported by Aon plc to the Board in the meeting following the completion of the evaluation process.

Annual Performance Assessment

Download Latest I-ACGR

Risk Management System

I.  INTERNAL CONTROL SYSTEM 
Internal Control System is the framework under which internal controls are developed and implemented (alone or in concert with other policies or procedures) to manage and control a particular risk or business activity, or combination of risks or business activities, to which the corporation is exposed. To be effective, the internal control system needs to adapt to changing business and operating environments, mitigate risks to acceptable levels, and support sound decision-making and governance of the organization. Internal control effected by the company’s board of directors, management, and all employees, is designed to provide reasonable assurance regarding the achievement of the company’s objectives.
Everyone in the organization has responsibility for internal control. Management owns the internal control system and is responsible for establishing sound internal control policies and procedures. Management is accountable to the Board of Directors who provides governance, guidance, and oversight. Internal auditors play an important role in evaluating the effectiveness of control systems, and contribute to ongoing effectiveness by providing recommendations.
Directors review of the effectiveness of the internal control system
The Board of Directors, through the Audit Committee and the Risk Management and Related Party Transactions Committee, has reviewed the internal control system of the Company based on the assessments completed and reported by the internal and external auditors. The Board found the internal control system to be effective.
The statement of the directors on the effectiveness of the company’s internal control system is embodied in the Report of the Audit Committee to the Board of Directors which is part of the Company’s 2021 Integrated Annual Report, which is available on the <a href="https://ayala.com/investors/annual-reports">website</a>.
Period covered by the review: For the year ended December 31, 2021
Management reviews the adequacy and effectiveness of internal controls continuously throughout the year as part of its day-to-day function. Internal Audit assists management to attain company goals through independent risk-based planned reviews and evaluation of the effectiveness of controls.
The directors’ criteria for assessing the effectiveness of the internal control system include:
<ul>
<li style="list-style-type: none;">
<ul>
<li>Control Environment-the tone of the top and ethical behavior culture in the company</li>
</ul>
</li>
</ul>
&nbsp;
<ul>
<li>Risk Assessment-the identification and analysis of relevant risks to the achievement of objectives, forming a basis for how the risks should be managed and provide reasonable assurance that risks are reduced to an acceptable level.</li>
<li>Information and Communication-systems or processes that support the identification, capture, and exchange of accurate and complete information.</li>
<li>Control Activities- policies and procedures, international standards and industry best practices to ensure compliance with laws, regulations, supervisory requirements, and relevant internal policies.</li>
<li>Monitoring-processes used to regularly assess the continuing quality of internal control and risk management activities.</li>
</ul>
II. INTERNAL AUDIT 
Vision, Mission and Strategy 
Vision:
To become a leading internal audit organization recognized as a valuable business partner, trusted advisor and enabler by all stakeholders.
Mission:
Deliver an independent assessment of financial, regulatory and operational risks, and control effectiveness through assurance and advisory services that supports the achievement of the organization&#8217;s objectives and enhances shareholder value.
Strategy:
Deliver a high performing and business relevant internal audit organization with increased subsidiary oversight.
Role, Scope and Internal Audit Function
The Internal Audit Group governs its work in adherence to The Institute of Internal Auditors’ “Code of Ethics” and the Company’s Code of Conduct. The Internal Audit also conducts its activities in conformance with the International Standards for the Professional Practice of Internal Auditing (ISPPIA) of The Institute of Internal Auditors and guided by the COSO framework on internal control. <a href="https://drive.google.com/file/d/1abKN4TP74CmuWjfq4lLD12LQvgZr8jEi/view?usp=sharing" target="_blank" rel="noopener" data-cke-saved-href="/sites/default/files/Ayala%20Corporation%20Internal%20Audit%20Charter_0.pdf">Internal Audit Charter</a>
<div class="table-responsive">
<table border="1" cellspacing="0" cellpadding="0" align="center">
<tbody>
<tr>
<td class="rtecenter">Role</td>
<td class="rtecenter">Scope</td>
<td class="rtecenter">Indicate whether In-house  or Outsource Internal Aiudit Function</td>
<td class="rtecenter">Name of Chief Internal Auditor/Auditing Firm</td>
<td class="rtecenter">Reporting Process</td>
</tr>
<tr>
<td>
<ul>
<li>Assist the Board and the Audit Committee in discharging its governance responsibility.</li>
<li>Evaluates and provides reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the company’s strategy, objectives and goals to be met.</li>
</ul>
</td>
<td>The scope of work of the internal audit function is to determine whether Ayala Corporation’s risk management, control, and governance processes is adequate and functioning effectively to ensure:
<ul>
<li>Risks are appropriately identified and managed;</li>
<li>Financial information is accurate, reliable, and timely;</li>
</ul>
</td>
<td class="rtecenter">In-house</td>
<td class="rtecenter">Catherine H. Ang</td>
<td>To maintain its independence, Internal Audit reports functionally to the Board of Directors, through the Audit Committee, and administratively to the President and Chief Operating Officer or his designate.</td>
</tr>
<tr>
<td>
<ul>
<li>Adopts a risk-based audit approach in developing its annual plan, reassessed quarterly or more frequently, as needed, to consider the changing risk landscape and emerging risks.</li>
<li>Reports risk management issues and internal controls deficiencies identified directly to the Audit Committee and provides recommendation s to improve the company’s operations, in terms of both efficient and effective performance.</li>
<li>Evaluates information security and associated risk exposures.</li>
<li>Conducts annual audit reviews of the company’s ethics-related programs, objectives, and activities to assess its design, implementation, and effectiveness. Any identified non-compliance and the recommended improvements are reported to the Audit Committee of the Board, the Compliance Officer, and Strategic Human Resources Head.</li>
<li>Evaluates regulatory compliance program with consultation from legal counsel and other relevant units or external advisors, as necessary.</li>
<li>Evaluates the company’s readiness in case of business interruption.</li>
<li>Provides support to the company&#8217;s anti-fraud and whistleblower programs. Conducts investigations into allegations of unethical practices, including financial or administrative misconduct and other irregular activities, the results of which are reported to the Audit Committee of the Board, the Compliance Officer, and Strategic Human Resources.</li>
<li>Maintains open communication with management and the Audit Committee.</li>
<li>Teams with other internal and external resources as appropriate for assurance and advisory work.</li>
<li>Engages in continuous education and staff development.</li>
</ul>
</td>
<td>
<ul>
<li>Compliance with policies, standards, procedures and applicable laws and regulations is achieved;</li>
<li>Resources are safeguarded; and</li>
<li>Achievement of programs, plans and objectives are reasonably assured. In carrying out their duties and responsibilities, members of the internal audit function have full, free, and unrestricted access to all organizational activities, records, property and personnel of Ayala Corporation.</li>
</ul>
</td>
<td></td>
<td></td>
<td>Reports are issued to management and the Audit Committee upon completion of the audit reviews. Significant findings and issues are taken up in the quarterly meetings of the Audit Committee</td>
</tr>
</tbody>
</table>
</div>
As provided in the Audit Committee Charter and the Internal Audit Charter, the Audit Committee is responsible for the setting up of the Internal Audit Department, including the qualification criteria and appointment of the Chief Audit Executive. The Committee evaluates the performance of the Chief Audit Executive and the Internal Auditors taken as a whole. Moreover, the Committee having appointed the Chief Audit Executive, also approves his/her replacement, re-assignment, or dismissal. The Committee also reviews and approves any outsourcing of the internal audit function.
The Chief Audit Executive reports directly to the Board of Directors through the Audit Committee and has direct access to all members of the Audit Committee. The internal audit function as empowered by the Audit Committee Charter and the Internal Audit Charter has free access to all records, properties and personnel.
Internal audit’s progress against plans, significant issues, significant findings and examination trends
<div class="table-responsive">
<table border="1" cellspacing="0" cellpadding="0" align="center">
<tbody>
<tr>
<td>Progress Against Plans</td>
<td>The activities of Internal Audit are guided by the Audit Committee approved, risk-based audit plan. Internal Audit submit periodic reports to the Committee on the status of its activity, accomplishments, key findings and recommendations, as well as management’s responses thereto.</td>
</tr>
<tr>
<td>Issues</td>
<td>There are no significant issues noted based on the results of the audit reviews conducted. Noted issues are on enhancements of and compliance to existing policies and procedures.</td>
</tr>
<tr>
<td>Finding</td>
<td>There are no significant findings noted based on the results of the audit reviews conducted. Reported findings are primarily on the enhancements and documentation of corporate governance policies and guidelines, and consistent implementation of procedural controls. Report on the results of the audit review is provided to the responsible personnel, department heads, senior management, and the Audit Committee based on the Committee approved Risk Reporting Framework.</td>
</tr>
<tr>
<td>Examination Trends</td>
<td>High risk areas are reviewed at least annually. Based on follow-up of audit recommendations, management are addressing reported risk issues, control weaknesses and opportunities for improvement within the audit period and committed timeline.</td>
</tr>
</tbody>
</table>
</div>
The relationship among progress, plans, issues and findings should be viewed as an internal control review cycle which involves the following step-by-step activities:
<ol class="rteindent4">
<li>Preparation of an audit plan inclusive of a timeline and milestones;</li>
<li>Conduct of examination based on the plan;</li>
<li>Evaluation of the progress in the implementation of the plan;</li>
<li>Documentation of issues and findings as a result of the examination;</li>
<li>Determination of the pervasive issues and findings (“examination trends”) based on single year result and/or year-to-year resuts; and</li>
<li>Conduct of the foregoing procedures on a regular basis.</li>
</ol>
Audit Control Policies and Procedures
Internal audit controls, policies and procedures that have been established by the company and the result of an assessment as to whether the established controls, policies and procedures have been implemented under the column “Implementation.”
<div class="table-responsive">
<table border="1" cellspacing="0" cellpadding="0" align="center">
<tbody>
<tr>
<td>
Policies &amp; Procedures
</td>
<td>
Implementation
</td>
</tr>
<tr>
<td>Finance Manual</td>
<td>
Implemented
</td>
</tr>
<tr>
<td>Treasury Manual</td>
<td>
Implemented
</td>
</tr>
<tr>
<td>Information Technology Manual</td>
<td>
Implemented
</td>
</tr>
<tr>
<td>Human Resources Manual</td>
<td>
Implemented
</td>
</tr>
<tr>
<td>Related Party Transactions Policy</td>
<td>
Implemented in 2016
</td>
</tr>
<tr>
<td>Electronic Disbursement Policy</td>
<td>
Implemented in 2016
</td>
</tr>
<tr>
<td>Social Media Policy</td>
<td>
Implemented in 2016
</td>
</tr>
<tr>
<td>Business Continuity Policy</td>
<td>
Implemented in 2016
</td>
</tr>
<tr>
<td>Crisis Management Policy</td>
<td>
Implemented in 2016
</td>
</tr>
<tr>
<td>Code of Conduct and Ethics</td>
<td>
Implemented
</td>
</tr>
<tr>
<td>Insider Trading Policy</td>
<td>
Implemented
</td>
</tr>
<tr>
<td>Whistleblower Policy</td>
<td>
Implemented
</td>
</tr>
<tr>
<td>Data Privacy Policy and Manuals</td>
<td>
Implemented
</td>
</tr>
</tbody>
</table>
</div>
Mechanism and Safeguards
Mechanism established by the company to safeguard the independence of the auditors, financial analysts, investment banks and rating agencies:
<div class="table-responsive">
<table border="1" cellspacing="0" cellpadding="0" align="center">
<tbody>
<tr>
<td>
Auditors 
(Internal and External)
</td>
<td>
Financial Analysts
</td>
<td>
Investment Banks
</td>
<td>
Rating Agencies
</td>
</tr>
<tr>
<td>Rotation of partner-in charge every five years for external auditors</td>
<td>Equitable access to company representatives by analysts, regardless of their prior research, opinions, recommendations, earnings estimates or research conclusions on the company.</td>
<td>Approval of the Investment Committee and/or the Finance Committee and the Board of Directors prior to any engagement with Investment Banks.</td>
<td>Approval of the Investment Committee and/or the Finance Committee and the Board of Directors prior to engagement of rating agency.</td>
</tr>
<tr>
<td>Functional reporting to the Audit Committee by the internal auditors</td>
<td>Equitable release of disclosure/information (i.e. no analyst gets more information than the other) in terms of content and timing (i.e. no one gets ahead of information over another).</td>
<td>Use of different Investment Banks for each deal.</td>
<td>Periodic submission of reports and data to the Rating Agency</td>
</tr>
<tr>
<td>Abide by the company’s Code of Ethics</td>
<td>Independence and impartiality in the opinions, estimates or forecasts made by analysts on Ayala’s performance.
&nbsp;</td>
<td>Use of multiple Investment Banks instead of just one or two for bond deals.</td>
<td>Management interview sessions prior to ratings.</td>
</tr>
<tr>
<td>Abide by the company’s policy on Conflict of interest, Insider Trading Policy</td>
<td>Open flow of communication with analysts without compromising material non-public information</td>
<td></td>
<td></td>
</tr>
</tbody>
</table>
</div>
Attestations to Company’s full compliance with the SEC Code of Corporate Governance:
On January 9, 2015, the Company submitted to the SEC the Consolidated Changes in the Annual Corporate Governance Report for 2014 that was reviewed and approved by the Board of Directors of the Company at their meeting on December 4, 2014.
On January 7, 2016, the Company submitted to the SEC the Consolidated Changes in the Annual Corporate Governance Report for 2015 that was reviewed and approved by the Board of Directors of the Company at their meeting on December 3, 2015.
On May 12, 2017 , the Company submitted to the SEC the Annual Corporate Governance Report for 2016 that was reviewed and approved by the Board of Directors of the Company at their meeting on April 21, 2017.
Since 2018, the Company has been submitting to the SEC the Integrated Annual Corporate Governance Report (I-ACGR).
The Chairman of the Board, Compliance Officer and Chief Audit Executive attest to the adequacy of the Corporation’s systems for internal control and risk management and processes for compliance and governance. Please click the link below:
<a href="https://drive.google.com/file/d/1P87yMynWbydff8-Wk5BGYc5FjJo-Ukj2/view?usp=sharing">2020 Attestation of Internal Controls</a>
<a href="https://drive.google.com/file/d/1yOiyZscONcTx4-U5QXLaiBYkWTr8gG6C/view?usp=sharing">2021 Attestation of Internal Controls</a>
<a href="https://drive.google.com/file/d/1N_aiSw8kM8ED5Y5WiI9NNnMXb0ww0Gg-/view?usp=share_link">2022 Attestation of Internal Controls</a>

Internal Audit and Control

Role of Stakeholder

Download PDF

Disclosure and Transparency

I. RIGHT TO PARTICIPATE EFFECTIVELY AND VOTE IN ANNUAL/SPECIAL STOCKHOLDERS&#8217; MEETINGS
Quorum Requirement : One-half of the outstanding stock is present or represented except in cases where the Corporation Law requires a greater number.
<div class="table-responsive"> System Used to Approve Corporate Acts</div>
<div class="table-responsive"></div>
<div class="table-responsive">
<table border="1" cellspacing="0" cellpadding="0" align="center">
<tbody>
<tr>
<td style="width: 270px;">System Used</td>
<td style="width: 1080px;">By poll.</td>
</tr>
<tr>
<td style="vertical-align: top; width: 270px;">Description</td>
<td style="vertical-align: top; width: 1080px;">Straight and cumulative voting.
In all items for approval, each voting share of stock (common and voting preferred share) entitles its registered owner as of the Record Date to one vote.
In the case of the election of directors, directors are elected individually. 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.
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 Committee of Inspectors of Proxies and Ballots and the results will be validated by the external auditor of the Company, SGV &amp; Co.</td>
</tr>
</tbody>
</table>
</div>
Stockholders&#8217; Participation During Annual Stockholders&#8217; 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 at least 28 days prior to the meeting to enable the stockholders to study and understand every agenda item of the meeting.
In support of greater transparency and improved shareholder involvement, the company provides multiple voting options such as appointing a proxy, voting in-person, or through electronic voting in absentia. There is a secure, easy-to-use Voting in Absentia and Shareholder (VIASH) System accessible to all stockholders, allowing stockholders to exercise their right if unable to attend the Annual Stockholders’ Meeting. Equal effect is given to votes whether cast in person or in absentia.
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.
Because of restrictions to address the COVID-19 pandemic, and the utmost importance that the Company place on the health and well-being of its employees, its stockholders and partners, the  annual stockholders meetings for the years 2020 to 2022 were held in a fully virtual format. Stockholders were able to using the VIASH System until the end of the meeting and questions for the meeting were allowed to be sent to corporatesecretary@ayala.com.ph.
The Company calls for a regular or special stockholders’ meeting. The details of the proposed actions for stockholders&#8217; decision 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.
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.
Treatment of Minority Stockholders 
<table border="1" cellspacing="0" cellpadding="0" align="center">
<tbody>
<tr>
<td style="width: 857px;">
Policies
</td>
<td style="width: 493px;">
Implementation
</td>
</tr>
<tr>
<td style="width: 857px;">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.</td>
<td style="width: 493px;" rowspan="3">The Company strictly adheres with its policies with respect to the treatment of minority stockholders.</td>
</tr>
<tr>
<td style="width: 857px;">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.</td>
</tr>
<tr>
<td style="width: 857px;">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.</td>
</tr>
</tbody>
</table>
<div style="clear: both;"></div>
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
<table style="width: 500px;" border="1" cellspacing="0" cellpadding="0" align="left">
<tbody>
<tr>
<td style="height: 9px;">Declaration Date</td>
<td style="height: 9px;">Record Date</td>
<td style="height: 9px;">Payment Date</td>
</tr>
<tr>
<td>June 24, 2016</td>
<td>July 11, 2016</td>
<td>July 24, 2016</td>
</tr>
<tr>
<td>December 2, 2016</td>
<td>December 16, 2016</td>
<td>January 1, 2016</td>
</tr>
<tr>
<td>June 22, 2017</td>
<td> July 7, 2017</td>
<td>July 22, 2017</td>
</tr>
<tr>
<td>December 1, 2017</td>
<td>December 15, 2017</td>
<td>December 31, 2017</td>
</tr>
<tr>
<td>June 22, 2018</td>
<td> July 6, 2018</td>
<td>July 22, 2018</td>
</tr>
<tr>
<td>December 6, 2018</td>
<td>December 20, 2018</td>
<td>January 5, 2019</td>
</tr>
<tr>
<td>July 16. 2019</td>
<td>July 30, 2019</td>
<td>August 15, 2019</td>
</tr>
<tr>
<td>December 5, 2019</td>
<td>December 19, 2019</td>
<td>January 4, 2020</td>
</tr>
<tr>
<td>June 16, 2020</td>
<td>June 30, 2020</td>
<td>July 16, 2020</td>
</tr>
<tr>
<td>December 3, 2020</td>
<td>December 18, 2020</td>
<td>January 2, 2021</td>
</tr>
<tr>
<td>July 15, 2021</td>
<td>July 29 2021</td>
<td>August 13, 2021</td>
</tr>
<tr>
<td>December 10, 2021</td>
<td>December 24, 2021</td>
<td>January 7, 2022</td>
</tr>
</tbody>
</table>
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
Cash Dividend on Preferred B Series 1 Shares
<table style="width: 500px;" border="1" cellspacing="0" cellpadding="0" align="left">
<tbody>
<tr>
<td style="width: 228px;">Declaration Date</td>
<td style="width: 253px;">Record Date</td>
<td style="width: 257px;">Payment Date</td>
</tr>
<tr>
<td style="width: 228px;">December 1, 2017</td>
<td style="width: 253px;">January 22, 2018</td>
<td style="width: 257px;">February 15, 2018</td>
</tr>
<tr>
<td style="width: 228px;">December 1, 2017</td>
<td style="width: 253px;">April 18, 2018</td>
<td style="width: 257px;">May 15, 2018</td>
</tr>
<tr>
<td style="width: 228px;">December 1, 2017</td>
<td style="width: 253px;">July 20, 2018</td>
<td style="width: 257px;">August 15, 2018</td>
</tr>
<tr>
<td style="width: 228px;">December 1, 2017</td>
<td style="width: 253px;">October 18, 2018</td>
<td style="width: 257px;">November 15, 2018</td>
</tr>
<tr>
<td style="width: 228px;">December 6, 2018</td>
<td style="width: 253px;">January 22, 2019</td>
<td style="width: 257px;">February 15, 2019</td>
</tr>
<tr>
<td style="width: 228px;">December 6, 2018</td>
<td style="width: 253px;">April 16. 2019</td>
<td style="width: 257px;">May 15, 2019</td>
</tr>
<tr>
<td style="width: 228px;">December 6, 2018</td>
<td style="width: 253px;">July 22, 2019</td>
<td style="width: 257px;">August 15, 2019</td>
</tr>
<tr>
<td style="width: 228px;">December 6, 2018</td>
<td style="width: 253px;">October 21, 2019</td>
<td style="width: 257px;">November 15, 2019</td>
</tr>
<tr>
<td style="width: 228px;">December 5, 2019</td>
<td style="width: 253px;">January 22, 2020</td>
<td style="width: 257px;">February 15, 2020</td>
</tr>
<tr>
<td style="width: 228px;">December 5, 2019</td>
<td style="width: 253px;">April 20, 2020</td>
<td style="width: 257px;">May 15, 2020</td>
</tr>
<tr>
<td style="width: 228px;">December 5, 2019</td>
<td style="width: 253px;">July 22, 2020</td>
<td style="width: 257px;">August 15, 2020</td>
</tr>
<tr>
<td style="width: 228px;">December 5, 2019</td>
<td style="width: 253px;">October 20, 2020</td>
<td style="width: 257px;">November 15, 2020</td>
</tr>
<tr>
<td style="width: 228px;">January 28, 2021</td>
<td style="width: 253px;">February 11, 2021</td>
<td style="width: 257px;">February 15, 2021</td>
</tr>
<tr>
<td style="width: 228px;">April 7, 2021</td>
<td style="width: 253px;">April 22, 2021</td>
<td style="width: 257px;">May 15, 2021</td>
</tr>
<tr>
<td style="width: 228px;">July 19, 2021</td>
<td style="width: 253px;">August 3, 2021</td>
<td style="width: 257px;">August 15, 2021</td>
</tr>
<tr>
<td style="width: 228px;">October 19, 2021</td>
<td style="width: 253px;">November 2, 2021</td>
<td style="width: 257px;">November 15, 2021</td>
</tr>
</tbody>
</table>
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
Cash Dividend on Preferred B Series 2 Shares
<table style="width: 500px;" border="1" cellspacing="0" cellpadding="0" align="left">
<tbody>
<tr>
<td>Declaration Date</td>
<td>Record Date</td>
<td>Payment Date</td>
</tr>
<tr>
<td>December 1, 2017</td>
<td>January 10, 2018</td>
<td>February 5, 2018</td>
</tr>
<tr>
<td>December 1, 2017</td>
<td>April 10, 2018</td>
<td>May 5, 2018</td>
</tr>
<tr>
<td>December 1, 2017</td>
<td>July 11, 2018</td>
<td>August 5, 2018</td>
</tr>
<tr>
<td>December 1, 2017</td>
<td>October 8, 2018</td>
<td>November 5, 2018</td>
</tr>
<tr>
<td>December 6, 2018</td>
<td>January 10, 2019</td>
<td>February 5, 2019</td>
</tr>
<tr>
<td>December 6, 2018</td>
<td>April 4, 2019</td>
<td>May 5, 2019</td>
</tr>
<tr>
<td>December 6, 2018</td>
<td>July 10, 2019</td>
<td>August 5, 2019</td>
</tr>
<tr>
<td>December 6, 2018</td>
<td>October 9, 2019</td>
<td>November 5, 2019</td>
</tr>
<tr>
<td>December 5, 2019</td>
<td>February 4. 2020</td>
<td>February 28, 2020</td>
</tr>
<tr>
<td>December 5, 2019</td>
<td>May 5, 2020</td>
<td>May 29, 2020</td>
</tr>
<tr>
<td>December 5, 2019</td>
<td>August 4, 2020</td>
<td>August 29, 2020</td>
</tr>
<tr>
<td>December 5, 2019</td>
<td>November 4, 2020</td>
<td>November 29, 2020</td>
</tr>
<tr>
<td>January 28, 2021</td>
<td>February 19, 2021</td>
<td>February 28, 2021</td>
</tr>
<tr>
<td>April 23, 2021</td>
<td>May 7, 2021</td>
<td>May 29, 2021</td>
</tr>
<tr>
<td>July 30, 2021</td>
<td>August 13, 2021</td>
<td>August 29, 2021</td>
</tr>
<tr>
<td>November 2, 2021</td>
<td>November 16,  2021</td>
<td>November 29, 2021</td>
</tr>
</tbody>
</table>
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
Cash Dividend on Voting Preferred Shares
<table style="width: 500px;" border="1" cellspacing="0" cellpadding="0" align="left">
<tbody>
<tr>
<td>Declaration Date</td>
<td style="width: 111px;">Record Date</td>
<td style="width: 119px;">Payment Date</td>
</tr>
<tr>
<td>December 2, 2016</td>
<td style="width: 111px;">April 25, 2017</td>
<td style="width: 119px;">May 20, 2017</td>
</tr>
<tr>
<td>December 1, 2017</td>
<td style="width: 111px;">April 24, 2018</td>
<td style="width: 119px;">May 20, 2018</td>
</tr>
<tr>
<td>December 6, 2018</td>
<td style="width: 111px;">April 23, 2019</td>
<td style="width: 119px;">May 20, 2019</td>
</tr>
<tr>
<td>December 5, 2020</td>
<td style="width: 111px;">April 23, 2020</td>
<td style="width: 119px;">May 20, 2020</td>
</tr>
<tr>
<td>April 8, 2021</td>
<td style="width: 111px;">April 26, 2021</td>
<td style="width: 119px;">May 20, 2021</td>
</tr>
</tbody>
</table>
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
&nbsp;
III. ALTERNATIVE DISPUTE RESOLUTION
Any dispute, controversy or claim between the Corporation and its stockholders arising from, relating to, or in connection with the implementation of the Articles of Incorporation or By-Laws, or from intra-corporate relations, except those involving criminal offenses and interests of third parties, may be referred to and resolved by arbitration as provided under the Philippine Alternative Dispute Resolution Act of 2014.
The arbitration shall be conducted in accordance with the Arbitration Rules of the Philippine Dispute Resolution Center, Inc. of the Philippine Chamber of Commerce and Industry (the “Arbitration Rules”) and SEC Rules and Regulations then in effect.

Rights and Equitable Treatment of Stockholders

Internal policies on sanctions imposed for any violation or breach of the corporate governance manual involving directors, officers, management and employees
<div class="table-responsive">
<table border="1" cellspacing="0" cellpadding="0" align="left">
<tbody>
<tr>
<td class="rtecenter" style="width: 225px;">Violations</td>
<td class="rtecenter" style="width: 612px;">Sanctions</td>
</tr>
<tr>
<td class="rtecenter" style="vertical-align: top; width: 225px;">First Violation</td>
<td style="vertical-align: top; width: 612px;">Reprimand</td>
</tr>
<tr>
<td class="rtecenter" style="vertical-align: top; width: 225px;">Second Violation</td>
<td style="vertical-align: top; width: 612px;">Suspension from office. The duration shall be at the reasonable discretion of the Board, depending on the gravity of the violation.</td>
</tr>
<tr>
<td class="rtecenter" style="vertical-align: top; width: 225px;">Third Violation</td>
<td style="vertical-align: top; width: 612px;">Removal from office.</td>
</tr>
</tbody>
</table>
</div>
&nbsp;

Internal Breaches and Sanctions

Integrity is one of Ayala&#8217;s core values. Strictly abiding by the principle of &#8220;doing the right thing&#8221; 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 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. As it does not cover every conceivable subject, it is recommended that employees refer to its general principles to guide them in their activities. It must be read in conjunction with the company&#8217;s Human Resources Manual of Policies and Procedures and the Employee Handbook.
This Code of Conduct is composed of two parts &#8211;
Part I &#8211; Business Conduct and Ethics
<ol class="rteindent2 ml-4">
<li>Compliance</li>
<li>Fair Dealing</li>
<li>Confidentiality of Information</li>
<li>Proper Use of Company Assets and Resources</li>
<li>Conflict of Interest</li>
<li>Outside Employment</li>
<li>Insider Trading</li>
<li>Anti-Bribery and Anti-Graft Policy</li>
</ol>
PART II – Implementation and Monitoring
<h4>DISSEMINATION OF THE CODE OF CONDUCT AND ETHICS TO ALL DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES</h4>
All employees are provided with the Code of Conduct and Ethics handbook. An orientation on the Code of Conduct and Ethics is part of the on-boarding program of all newly hired employees to keep them informed in the same manner that the existing employees, as well as the directors, chairman, and senior management, are aware and informed.
<h4>COMPLIANCE WITH PHILIPPINE LAWS AND REGULATIONS</h4>
Ayala expects its employees to conduct business in accordance with Philippine laws and regulations. Employees are encouraged to consult with Legal and Compliance whenever there is any doubt concerning the legality of any matter.
Any suspected criminal violations will be reported to the appropriate authorities. Non-criminal violations will be investigated and addressed as appropriate.

Code of Conduct

INTEGRITY is a core value of Ayala Corporation (the &#8220;Corporation&#8221;). It means doing the right thing and being accountable for one&#8217;s own actions. The Corporation adopts transparency as a tool in its pursuit of integrity. In line with this, the Corporation adopts this WHISTLEBLOWER POLICY (the &#8220;Policy&#8221;) to encourage directors, officers and employees and all suppliers, business partners, contractors and sub-contractors to come forward and raise serious concerns about a perceived wrongdoing, malpractice or a risk involving the Corporation.
An established investigation process is followed for reported alleged violations of the Corporation’s policies, rules and regulations and all reports are given confidential treatment. Internal Audit conducts investigations into any allegations, discusses the results with the Compliance Officer and Strategic Human Resources Head, and provides the report to the Audit Committee of the Board. Internal Audit may also retain independent counsel, professional experts or others to assist in the conduct of an investigation, as necessary.
The Audit Committee monitors the resolution and closure of all reported allegations of unethical practices, including the implementation of recommended improvements in the Corporation’s ethical programs and related policies. To apprise the Board, the Committee submits and presents a quarterly report to the Board on the results of its activities.
The Policy provides a formal mechanism and an avenue for directors, officers, employees, suppliers, business partners, contractors and sub-contractors and other third parties to raise such concerns. This Policy provides assurance that a person who will raise a concern (the &#8220;Whistleblower&#8221;) will be protected from reprisals, harassment or disciplinary action or victimization for whistleblowing.
The Whistleblower may send or communicate a Report through the following channels:
<table border="0">
<tbody>
<tr>
<td>Reporting Channel</td>
<td></td>
</tr>
<tr>
<td>Website</td>
<td><a class="p-0 font-arialregular text-primary font-sm" href="https://proactivehotline.grantthorntonsolutions.ph/report/ayala-corporation">https://proactivehotline.grantthorntonsolutions.ph/report/ayala-corporation</a></td>
</tr>
<tr>
<td>Face-to-face meetings</td>
<td>Any member of the Disclosure Committee composed of one representative each from the Office of the General Counsel, Strategic Human Resources (SHR), Internal Audit Division (IAD), and Enterprise Risk Management</td>
</tr>
<tr>
<td>Email</td>
<td>whistleblower@ayala.com</td>
</tr>
<tr>
<td>Mail</td>
<td>Office of the Compliance Officer, 34F, Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City 1226 Philippines</td>
</tr>
<tr>
<td>Mobile/Telephone Number</td>
<td>+63 917 7978908
+632 7218 1640</td>
</tr>
<tr>
<td>Fax</td>
<td>+632 7751 6507</td>
</tr>
</tbody>
</table>

Whistleblower Policy

Ayala Corporation (&#8220;Corporation&#8221;) recognizes the fiduciary responsibility of its board of directors to ensure the integrity of the Corporation&#8217;s related party transactions (RPTs) for the protection of all shareholders&#8217; interest. To aid in the performance of this duty, this policy is adopted to:
<ul style="box-sizing: border-box; margin-top: 0px; margin-bottom: 10px; font-size: 13px; font-family: arial; color: #606060;">
<li style="box-sizing: border-box;">define related party relationships and transactions;</li>
<li style="box-sizing: border-box;">provide guidance in the review, approval, and disclosure of RPTs to ensure that they are at arm&#8217;s length, and the terms are fair, and will inure to the best interest of the Corporation and all its shareholders; and</li>
<li style="box-sizing: border-box;">promote the objectives of the Securities and Exchange Commission (SEC) Rules on Material Related Party Transactions for Publicly-Listed Companies.</li>
</ul>
The Risk Management and Related Party Transactions Committee (&#8220;Committee&#8221;) is tasked with overseeing the implementation of this policy.

Related Party Transactions Policy

Procurement Policy 
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.
Recruitment, Compensation, and Retrenchment Policy 
The recruitment in the organization shall be handled primarily by the Talent Management unit of the company. As appropriate, all openings and related information shall be made available by the unit to both internal and external channels. In hiring part-time or full-time employees, the company considers the applicant’s skills, qualification, and experience. In hiring, the company does not discriminate gender, sexual orientation, , race, ethnicity, color, religion, age, marital status, disability, economic status and political affiliation. Compensation and benefits packages are carefully reviewed and offered fairly, reflect and match the person’s qualifications, and benchmarked appropriately against industry levels while ensuring that these packages adhere to all applicable laws and government regulations. Any transactions involving third-party employers will be under the management of the Human Resources unit. At the minimum, engagement with these third-party suppliers must comply with all labor standards and other related regulations. 
In cases where retrenchment cannot be avoided, the company ensures adherence to all related legal requirements. Before termination or redeployment, the company explores options such as, but not limited to: freeze hiring, grant of retirement options, or provision for training programs to provide alternative skill sets. When termination of employment or redeployment is imminent, the company ensures that the employee is properly informed and given proper assistance in the process. Compliance to all related regulations is assured, particularly with the requirements of 
Department of Labor and Employment (DOLE). This policy is not applicable for terminating employment of non-performers or employees with unsatisfactory disciplinary behaviors.
Employee Development and Industrial Relations Policy 
The organization supports the development of its employees. While the employees are encouraged to take responsibility for their own development, the company is committed to provide training and learning opportunities to further assist them in their professional growth. Opportunities may come from internal and external sources, including academic, professional, technical or industry-related training, career development programs, conferences, workshops, and certification courses. The company remains committed to providing necessary support and assistance to the employees for their development, including appropriate appraisal and feedback. 
This policy also affirms that career advancement or promotion opportunities are to be made available to all employees in a fair manner, with consideration of their skills, work-related accomplishments, overall performance, work ethic, and initiatives beyond their current assignments—as part of the qualifications apart from the minimum requirements for the position. The promotion process is handled by the Strategic Human Resources unit which ensures that each candidate is given a fair opportunity, with no discrimination as to the person’s gender, sexual orientation, race, ethnicity, color, religion, age, marital status, disability, economic status and political affiliation. 
Ultimately, as employees remain connected to the organization, the company recognizes their right to organize themselves and engage in harmonious negotiation exercises, ensuring amicable settlement of disputes, and that employees receive the right economic value befitting their contribution at work.
Occupational Health &amp; Safety, and Hazards Management Policy 
The well-being of Ayala employees is important to us. In this regard, the organization remains responsible in ensuring the employees’ occupational health and safety. The organization remains committed to being compliant to related regulations on industrial health and safety, both locally and globally. 
A fundamental part of this commitment is informing and training the employees on disaster preparedness, and in conducting their activities in a safe, healthy, and responsible manner. The organization realizes that an assessment of the risks related to business and employees is critical and to this end, the organization ensures a continuous and updated review and assessment of the related processes. It is important that hazards to the organization are identified clearly to 
ensure quick and proper response in mitigating these elements. This include identifying activities that minimize the risks, and establishing control measures benchmarked with industries’ best practices.
Policy on Child Labor and Forced or Compulsory Labor 
For the purposes of this policy, a “child” is defined as an individual who is below 18 years of age, and “forced or compulsory labor” is any service exacted from a person who is unwilling, under the threat of penalty or menace. The organization recognizes that these are part of global issues and does not support such practices in its local or global operations. The organization acknowledges that employers have important roles to play and are ultimately responsible in ensuring that its workforce is treated with dignity and respect. Ayala does not tolerate the use of child labor or forced labor.
Policy on Indigenous People, Human Rights, and Community Safety 
Ayala acknowledges its responsibility to the communities where it operates. The organization recognizes the stakeholders’ legal rights and commit to engaging with them in a fair, honest, and ethical manner. Further, it gives respect to diversity of culture and historical connection of Indigenous People. It ensures meaningful engagement, that is built on open communication and mutual respect and deals with them in a manner that is consistent with business ethics and our company’s code of conduct. 
The organization strives to uphold the principles of Human Rights within our businesses and in the communities it serves. At Ayala, we expect each of our employees to espouse human rights and help the organization in ensuring that the workplace is free from any form of harassment. This leads us to our commitment in ensuring safety of the communities, promoting human rights in our dealings, and ensuring that the communities are dealt with fairness and respect.

HUMAN RESOURCES POLICIES

Policy on Energy, Water, and Waste Management 
Ayala recognizes that natural resources are finite and that we have a responsibility towards the environment. We commit to the efficient use of energy and water in our products, services, operations, and facilities. We encourage our employees to practice conservation of energy and water in both the workplace and their respective homes, and we provide avenues for learning on how to positively contribute to the environment. We further promote for our employees to be responsible and to take part in the waste management efforts of the company. The organization will continue to monitor our environmental output, to seek effective ways to manage waste, and to promote ‘Reduce, Reuse, Recycle, and Recover’ processes in our businesses. Throughout our operations and in all our offices, we ensure that we meet environmental regulations and promote ways that go beyond compliance. Ultimately, we support the government’s national efforts on environmental efficiency policies.
&nbsp;
Policy on Biodiversity and Management of Greenhouse Gas Emissions 
With the diversity of our businesses and broad geographic reach of our operations, Ayala recognizes that we must always be aware of how we affect the environment. We commit to giving positive impact to biodiversity in our operations, projects, activities, or facilities. We shall continue to monitor our outputs and report them in a fair and transparent manner. We endeavor to create and implement projects that will manage our greenhouse gas emissions as we strongly support the government’s national re-greening efforts.

Environmental Policies

All directors, officers, employees, consultants, advisers of the Corporation and members of their immediate families who are living in the same household, who have knowledge of material information about the Corporation that is not disclosed or generally available to the public, shall, from the time they obtained knowledge of such material non-public information:
<ol>
<li>Not trade in the Corporation’s securities. directly or indirectly; and</li>
<li>Not communicate, directly or indirectly, such material non-public information to any person.</li>
</ol>
until the material non-public information is disseminated to the public and two (2) trading days have lapsed from the disclosure thereof for the market to absorb such information.

Insider Trading Policy

Apart from the diversity of operations within the Ayala Group of Companies (herein referred to as “the Group”, its accountability to its stakeholders is further heightened with the incessant changes in the social, economic and political environment in the Philippines.
To address the threats stemming from this situation, while also harnessing business opportunities as they arise, Ayala Corporation (herein referred to as “the Company”), established an Enterprise Risk Management (ERM) Process that will provide a focused and disciplined approach in (1) identifying and analyzing risks on entering new investments; (2) managing the financial and operational stability of the Company; and, (3) recognizing risks inherent in the companies in its portfolio. The Company believes that risk management is an essential function for adopting strategic decisions, and having the proper approaches in place will pave the way for sustainable and resilient business operations for all its stakeholders

Enterprise Risk Management Policy

The Ayala Group Listed Companies have established a secure and easy to use Voting in Absentia and Shareholder system through which their stockholders, who are unable to go to the venue or to send a proxy to attend the meeting on their behalf, have the additional option of casting their votes in absentia, subject to validation procedures.  The requirements and procedures for this mode were disseminated to all the stockholders through the Information Statement.

Annual Stockholders' Meeting Matters

Disclosures

 ASEAN Corporate Governance Scorecard

Ayala continues to raise the bar of good governance by pursuing measures that bring up level of awareness and practices in organization to help drive value creation and long-term growth.

Corporate Governance Report

2021 Integrated Annual Corporate Governance Report	April 28, 2022
2020 Integrated Annual Corporate Governance Report	May 28, 2021
2019 Integrated Annual Corporate Governance Report	July 28, 2020
2018 Integrated Annual Corporate Governance Report	May 30, 2019
2017 Integrated Annual Corporate Governance Report	May 30, 2018
Annual Corporate Governance Report 2016	January 05, 2016
Annual Corporate Governance Report 2015	December 21, 2015
Annual Corporate Governance Report 2014	November 27, 2014
Annual Corporate Governance Report 2013	September 15, 2013

Corporate Governance Report

Overview

Archives