Ayala Land (the real estate arm of Ayala Corporation) is firmly committed to good corporate governance as a critical element in creating and sustaining shareholder value, while considering and balancing the interests of all other stakeholders.
Ayala Land’s corporate governance practices are principally contained in our Articles of Incorporation and By-Laws, their amendments and our Manual of Corporate Governance (revised in 2010). Together, these articulate the principles of good and transparent governance that we adhere to.
This Report describes our corporate governance framework and discusses initiatives taken by the Company in 2012 to further strengthen our commitment to integrity, transparency, the equitable treatment of all shareholders, and a well-functioning Board and management team that are closely aligned in representing and working for the interests of our various stakeholders.
A structured and reliable corporate governance framework is our utmost priority. We strongly believe that maximizing shareholder wealth is principally anchored on sound and value-based management decisions, exemplary employee practices and sustainable development, all executed within the highest levels of transparency.
Ayala Land’s corporate governance practices are principally contained in our Articles of Incorporation and By-Laws, their amendments and our Manual of Corporate Governance. The Company is in full compliance with the Code of Corporate Governance and all listing rules of the Philippine Stock Exchange (PSE) and regulations adopted by the Securities and Exchange
Commission (SEC). The following report describes our corporate governance framework and discusses initiatives taken by the Company in 2012 to further strengthen our commitment to integrity, transparency, the equitable treatment of all shareholders, and a well-functioning Board and management team that are closely aligned in representing and working for the interests of our various stakeholders. It is our belief that this framework is critical in achieving our corporate goals, including the targets that we have set under the 5-year plan that we announced to the market in 2009.
BOARD OF DIRECTORS
The Board establishes the vision, strategic objectives, key policies and procedures for the management of the Company, as well as the mechanism for monitoring and evaluating management’s performance. The Board also ensures the adequacy of internal controls and risk management practices, accuracy and reliability of financial reporting, and compliance with applicable laws and regulations.
Ayala Land is led by a Board consisting of nine members who hold office for a minimum of one year until such time that their successors are nominated, qualified, and elected in accordance with the Company’s By-Laws. The Board represents a mix of general business, industry, legal, and finance competencies, with each director capable of adding value and rendering independent judgment in relation to the formulation of sound corporate policies. All non-executive Board members had undergone training in corporate governance and had been certified by the Institute of Corporate Directors (ICD).
ICD is a professional organization that is based in the Philippines and is accredited by the Philippine Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE). ICD works closely with the Organisation for Economic Co-operation and Development (OECD), the Global Corporate Governance Forum, and the International Corporate Governance Network and is committed to promoting world-class corporate governance principles in the East Asia region.
ICD releases an annual survey based on an independently verified “scorecard” rating of corporate governance for publicly listed companies in the Philippines. Ayala Land topped the ICD Corporate Governance ratings in 2010 with a score of 99% and was given a Platinum award for garnering Gold awards (with a score of at least 95%) for three consecutive years. The average score of the 214 companies in the 2010 survey was 77%. Survey results for 2011 and 2012 have not yet been made available as of the printing date of this publication.
The roles of the Chairman and the Chief Executive Officer (CEO) are separate to ensure Board independence from management, an appropriate balance of power and increased accountability. Of the nine members of the Board, only the President and CEO is an executive director. The rest are non-executive directors who are neither officers nor consultants of the Company.
As a company listed on the PSE, Ayala Land exceeds the regulatory requirement of having at least two independent directors on the Board. Ayala Land has three independent directors equivalent to 33% of the nine-man board. A director is considered independent if he holds no interests in or relationships with the Company that may hinder his independence from the Company or its management and which would interfere with the exercise of independent judgment in carrying out the responsibilities expected of a director. A director ceases to be independent if his beneficial ownership in the Company or in its related companies exceed the 10% limit, or if the independent director subsequently becomes an officer or employee of the Company.
Regular meetings of the full Board are scheduled at the onset of the year and held at least once every quarter.
In 2012, the Board had five regular meetings. The average attendance rate of members of the Board was 93%, with each member individually complying with the SEC’s minimum attendance requirement of 50%. The Executive Committee likewise convenes regularly in lieu of the Board.
Board members have separate and independent access to the Corporate Secretary who oversees the adequate flow of information to other Board members prior to meetings and serves as an adviser to the directors on their responsibilities and obligations. Discussions during
Board meetings are open and independent views are encouraged and given due consideration.
One of the tools used by the Board to monitor and improve its performance is an annual self-assessment exercise. This is administered in the form of a formal questionnaire that is answered by each member of the Board and where they rate their individual performance and that of the Board as a whole. The results are compiled by the Compliance Officer and submitted back to the Board for discussion and appropriate action through the Corporate Secretary. This self-assessment survey covers four broad areas of Board performance: Fulfilment of the Board’s Key Responsibilities, Quality of the Board–Management Relationship, Effectiveness of
Board Processes and Meetings, and the Performance of Individual Board Members. The self-assessment survey questions are reviewed regularly and administered every May (after the Annual Stockholders’ Meeting).
Five committees support the Board in the performance of specific governance functions. These committees – including its members, specific responsibilities and 2012 accomplishments – are discussed below.
Committees / Members
Responsibilities / Accomplishments in 2012
Fernando Zobel de Ayala (Chairman)
Jaime Augusto Zobel de Ayala
Antonino T. Aquino
Delfin L. Lazaro
Oscar S. Reyes*
- Acts on specific matters delegated by the Board of Directors except with respect to the following: distribution of cash dividends; filling of vacancies on the Board or in the Executive Committee; amendment or repeal of By-Laws or the adoption of new exercise powers delegated by the Board exclusively to other committees.
- Discusses in detail strategic plans and directions
- Held three meetings with an average attendance of 80% and deliberated on, among others, various projects and business proposals.
Fernando Zobel de Ayala (Chairman)
Antonino T. Aquino
Oscar S. Reyes*
- Implements and maintains a process which
ensures that all directors nominated for election
at the Annual Stockholders’ Meeting have all the
qualifications and none of the disqualifications for
directors as stated in the By-Laws and the Manual
of Corporate Governance.
- Reviews the qualifications of key executives prior to movement, promotion or hiring
- Held a single meeting which was attended by all
members. Reviewed the profiles of the nominees
for directors for the year 2012-2013, approved
the final list of nominees and approved the
appointments and promotions of key officers
Personnel and Compensation Committee
Fernando Zobel de Ayala (Chairman)
Jaime Augusto Zobel de Ayala
Mercedita S. Nolledo
Francis G. Estrada*
- Establishes a formal and transparent process for
developing and reviewing policies related to the
remuneration of corporate directors, officers and
other key personnel.
- Held a single meeting which was attended by
all members. Approved the grant of the 2012
performance bonus, Executive Stock Ownership
Plan (ESOWN) and Executive Housing Privilege to
qualified officers of the Company
Audit and Risk Committee
Oscar S. Reyes (Chairman)*
Mercedita S. Nolledo
- Assists the Board of Directors in the fulfilment of its oversight responsibility relating to the accuracy of the Company’s financial statements and the soundness of its financial reporting process, the robustness of its internal control and risk management systems and processes, internal audit activities, the annual independent audit of the financial statements, and compliance with legal and regulatory requirements.
- Held five meetings which was attended by all
members. The Committee reviewed and approved
the 2012 Audited Financial Statements of the
Company as prepared by the external auditors
SyCip, Gorres, Velayo & Co. (SGV), as well as the
quarterly unaudited financial statements.
- The Committee gave its recommendation on the
re-appointment of SGV as the Company’s external
auditors for 2013 and the corresponding audit fee
- The Committee likewise reviewed and/or approved specific matters presented by the Internal Audit Division and SGV. In addition, the Committee reviewed and discussed the Company’s enterprisewide risk management process and risk mitigation plans.
- In 2012, the Board, through the Audit and Risk
Committee, conducted a thorough review of the
company's operational methods, financial controls, compliance procedures and risk management systems. It was determined that all internal processes remain satisfactory and in accordance with best business practices
Antonino T. Aquino (Chairman)
Jaime C. Laya*
Oscar S. Reyes*
- Provides oversight to the sustainability initiatives of the Company, guides policymaking in the Company’s sustainability program, and ensures full Company support and alignment with the Ayala Group of Companies’ commitment to Sustainable Development.
• In lieu of convening at the board level, the
Sustainability Council of the management
committee held five meetings in 2012, fully
attended by all members
Director and Senior Executive Compensation
Non-executive directors receive remuneration consisting of a fixed annual retainer fee of P1,000,000 and a fixed per diem of P200,000 for each regular Board meeting attended. There were a total of five regular Board meetings in 2012. In addition, non-executive directors are also entitled to a per diem of P100,000 per Board Committee meeting attended.
The remuneration of non-executive directors was approved and ratified during the 2012 Annual Stockholders’ Meeting. The total compensation paid to the CEO and key officers of management is disclosed in the Definitive Information Statement sent to all shareholders. The total annual compensation reported includes the basic salary and other variable pay, such as performance-based cash bonuses and the exercise of previously granted Employee Stock Option Plans or the current ESOWN, if any.
In addition to the various Board-level committees, the Company has also put in place a management committee to guide the critical decision-making and key governance processes required at the management level in overseeing individual business units, projects and support functions, as shown in our Governance Structure chart. The Company is cognizant of the importance of having clear policies, adopting best practices and maintaining strong internal controls to support effective corporate governance.
Along with the members of the Board, the Company requires members of the Management Committee and other key officers to receive periodic training in corporate governance. As of year-end 2012, 11 members of the Management Committee and an additional four key officers, were certified for having attended accredited corporate governance training programs. We also rolled out in 2010 an internal training module for corporate governance that is attended by all new employees of the Company to effectively broaden their awareness of the principles of good corporate governance.
Shareholder Value Creation
We seek to consistently improve the Company’s business fundamentals and prospects in order to deliver increasing value to our shareholders’ investments in the Company over time. Our strategies, business models and operating plans are all oriented towards the achievement of consistent progress in our operating and financial results and, therefore, the underlying determinants of firm value. Specific targets relating to key metrics such as growth, profitability, return on equity, asset efficiency and total shareholder return are set and incorporated into the management team’s Key Result Areas on a corporate, divisional and individual basis. These are approved, measured and tracked by the Board, and form the basis of management promotions, allocation of a performance-based cash bonus, and ESOWN grants.
This process ensures optimal alignment of incentives between shareholders and management. Consistent with the company's announced 5-year plan, we are targeting a 50% dividend payout ratio by 2014, which we feel will be a sustainable level.
ACCOUNTABILITY AND AUDIT
The Audit and Risk Committee provides oversight to internal and external auditors.
The Internal Audit Division (IAD), headed by Leovigildo D. Abot as Chief Audit Executive, reports to the Audit and Risk Committee of the Board. The IAD provides independent and objective assurance and advisory services to the Company. Through the Audit and Risk Committee, the IAD assists the Board in the discharge of its duties and responsibilities as provided for in the SEC’s 2009 Revised Code of Corporate Governance.
The IAD executed its audit activities for 2012 in accordance with the risk-based and process-focused audit approach. This approach is in accordance with the Institute of Internal Auditors, Inc. (IIA) International Standards for the Professional Practice of Internal Auditing (Standards) and likewise complies with the SEC’s 2009 Revised Code of Corporate Governance.
External Quality Assurance Review
An external assessment opinion by Manabat, San Agustin & Co. (KPMG) in 2007 concluded that the Company’s internal audit activities generally comply with the Standards and Code of Ethics. Subsequent to this study, the IAD introduced strategic changes to the positioning, people management system and processes of the function in support of overall business goals.
“Generally complies” means that KPMG has concluded that the relevant structures, policies, and procedures of the activity, as well as the processes by which they are applied, comply with the requirements of the Standards and Code of Ethics in all material respects.
Internal Auditing Standard 1312 of IIA requires that external assessments be conducted by a qualified independent reviewer or review team from outside the Company at least once every five years. In compliance with this standard, IAD has undergone a thorough assessment and review for the second time since 2007.
For 2012, Ayala Land engaged Punongbayan & Araullo (P & A), a member firm of Grant Thornton International Ltd., to determine whether Ayala Land’s internal audit activities are in accordance with the standard.
The IAD received a “Generally Conforms” opinion with a high rating of 92%, which is almost at par with the average international results for External Quality Assurance Review (EQAR) engagements by IIA from 2007 to 2011 and higher than the average local results for EQAR engagements performed by P&A from 2010 to 2012. With this opinion, the IAD can continue to report and clearly express that its activities are conducted in accordance with the International Standards for the Professional Practice of Internal Auditing (ISPPIA) as issued by IIA.
Aside from compliance with IIA’s International Professional Practices Framework which includes the definition of Internal Auditing, the ISPPIA and the Code of Ethics, the EQAR covered the assessment of IAD’s compliance with its charter, plans, policies, procedures, practices, and applicable legislative and regulatory requirements; expectations of the IAD as expressed by stakeholders (includes the Board of Directors and Audit and Risk Committee, Senior Management and IAD’s Auditees); integration of the IAD into the organization’s governance process, including the attendant relationships between and among the key groups involved in that process, tools and techniques employed by the IAD; mix of knowledge, experience, and disciplines within the staff, including staff focus on process improvement; and areas on which the IAD is able to add value to help improve the organization’s operations.
Independent Public Accountants
The principal accountant and external auditor of the Company is the accounting firm of SGV, with Jessie D. Cabaluna as the Partner-in-Charge for the 2012 audit year. The Company and its various subsidiaries and affiliates paid SGV a total of P15.7 million and P11.9 million (inclusive of VAT) for audit and audit-related fees in 2012 and 2011, respectively. No other fees have been paid for assurance and other related services for the past two years.
The Board and Management Team remain firmly committed to the effective management and mitigation of strategic, operational, financial and compliance related risks throughout the organization. A key joint responsibility of the Board and the Management Team is to ensure the presence of adequate and effective organizational and procedural controls, supported by management information systems and a risk-identification, mitigation, monitoring and reporting system.
ETHICS AND INTEGRITY
Ayala Land has consistently affirmed its commitment and fidelity to its values and to doing things the right way. We have established a Code of Ethical Behavior for all employees, a Code of Ethical Procurement Conduct for all those who influence the procurement process, as well as a Vendor’s Code of Ethics.
Conflict of Interest
The IAD aligned the policies on conflict of interest of Ayala Land with the subsidiaries and affiliates to facilitate a group-wide implementation. The amended group-wide policy will continue to require strict compliance by all employees to file their Annual Business Interests and
Related Party Disclosure forms with their respective Human Resources Division (HRD) which will then be submitted for consolidation and filing. IAD will then review the disclosures and conduct audit to check compliance.
The Company has expanded the coverage of its whistle-blowing policy to include employees of Ayala Land’s subsidiaries, affiliates, agents, suppliers or vendors, customers, and the general public. The amended and expanded policy defines conditions or concerns which can be reported by any individual who becomes aware of or suspects any illegal or unethical activities in the organization.
Business Integrity Channels
The Company’s business integrity channels are communication facilities that enable individuals to freely report fraud, violations of laws, rules and regulations, or misconduct to people of authority without fear of retaliation. These channels provide concerned individuals all possible means to come forward and report their concerns either through electronic mail, telephone, fax, post mail, website or face-to-face discussions.
The Ethics Committee, which has a direct reporting line to the Audit and Risk Committee, shall be chaired by the Head of HRD and will be composed of selected members of IAD, Risk Management Division, and Ayala Group Legal Counsel. The committee shall evaluate and resolve concerns received via the business integrity channels to ensure just and prompt resolution.
The IAD has likewise started implementing vendor audits accordance with the provision in the Vendor’s Code of Ethics. This is to ensure that vendors strictly comply with Company policies to prevent the occurrence of fraudulent activities.
MANAGEMENT OF STAKEHOLDER RELATIONS
We believe that our long-term success rests on the support and contribution of different stakeholders, including our shareholders, customers, business partners, employees, the communities around our developments, the government, non-government organizations (NGOs) and the media.
• We are committed to disclosing timely, accurate and materially relevant information to our shareholders and the investing public about the Company.
• We place high importance to the Annual Stockholders’ Meeting (ASM) and its voting exercise to protect the rights and interests of all our shareholders.
• We have also established a shareholder communication program to address the various information requirements of the investing community on a daily basis.
• Our customers contribute significantly to the success of our Company.
• We are unrelenting towards further strengthening the trust and confidence of our customers by constantly ensuring on-time delivery of best-in-class products and services.
• We continuously sharpen customer focus and accountability and have considerably improved our service levels across all customer-facing units through dedicated service and relationship management teams.
• We strive to forge long term and mutually-beneficial relationships with our business partners through impartial dealings and adherence to the highest level of moral and ethical conduct.
• We acknowledge the rights of creditors as stakeholders and are committed to honoring our contracted financial obligations and any financial covenants these may contain.
• We present creditors with readily available information required to evaluate the Company’s credit standing.
• We also believe in granting equal opportunities to, and promoting fair and open competition among vendors and trade partners by encouraging the highest level of productivity, efficiency, quality and cost-competitiveness.
• We endeavor to establish a suitable environment for continuous learning and development for our people.
• We offer quality training opportunities and custom-fit courses under the Individual Development Plan (IDP) process that enable our employees to upgrade their skill-set and perform at optimum levels.
• These training modules cover business and technical knowledge, skill-building, values, ethics and corporate governance.
• We have also implemented a “Professionals-in-Development” (PID) program designed to systematically introduce and train new recruits of the organization.
• As a premier and responsible land and community developer, we are aware that our projects have a significant impact in the areas in which we operate.
• We are dedicated to improve the quality of life not only of our customers but also of the families and people in the communities that surround our developments and society as a whole.
• Details of our community engagement and the beneficiaries of our programs are discussed in the Community Stewardship section of this report, which start on page 74.
• The Company is steadfast in its role in economic development and nation-building.
• We consistently work hand in hand with the government, both at the national and local levels, to address various environmental and social issues.
• We constantly seek to partner with the public sector in developing business solutions, initiatives, and infrastructure platforms that may serve as catalysts for social progress and contribute to raising the standard of living of people in the communities we serve and develop.
• We team up with reputable NGOs and corporate foundations for their expertise in providing meaningful and effective engagement with the communities that we serve.
• We also make available additional resources to augment their capacity and capability to increase their contribution to society.
• We have lasting partnerships with established NGOs who assist us in addressing some of the needs of the communities surrounding our developments through livelihood programs and employment opportunities.
• We likewise coordinate with Ayala Foundation for the provision of educational grants to qualified students in public schools around the country.
• We work closely with the media to properly disseminate timely and accurate news and information on the Company’s activities to the general public.
• We consider the media as partners in our open and transparent approach to communication.
• Our Corporate Communications Division engages the media on a regular basis through multiple channels such as media conferences, briefings, news releases, fact sheets, social gatherings, one-on-one meetings and through third-party consultants.
• We occasionally support media initiated causes and events that are aligned with our principles and advocacies.
DISCLOSURE AND TRANSPARENCY
We are committed to the highest standards of disclosure, transparency and fairness in information dissemination. We provide the public with strategic, operating and financial information through adequate and timely disclosure filings submitted to the regulatory authorities such as the SEC, PSE and Philippine Dealing and Exchange Corporation (PDEx). Along with regular periodic reports, we disclose any and all material information about the Company that may have an impact on the Company’s valuation and therefore its stock price and the trading volume of its securities. All disclosures are immediately posted on our Investor Relations website and may be accessed through the following link: http://ir.ayalaland.com.ph/Disclosures/Current_Reports_(SEC_Form_17-C)/default.aspx
Analyst Briefings and Conferences
We address the various information requirements of the investing public through our Investor Communications and Compliance Division, which reports directly to the Chief Finance Officer (CFO). We conduct quarterly analyst briefings for both equity and credit analysts and communicate directly with institutional and individual investors through one-on-one meetings, conference calls and written communications such as electronic mail. Analysts and investors who are unable to attend our quarterly briefings in person are also invited to participate through a teleconference facility. We also have a continuing program of enhancing our Investor Relations website, which includes podcasts of our quarterly briefings. A playback facility on our website is available for three business days after each briefing.
Throughout the year, our CEO, CFO, Head of Investor Communications and Compliance, and other members of the Management Committee (where appropriate) make themselves available for meetings with institutional investors through pre-arranged company visits, teleconferences, analyst briefings and attendance in local and international investor conferences, corporate days and non-deal roadshows. In 2012, senior management met with institutional investors and fund managers in 23 conferences and corporate day events held in Manila, Singapore, Hong Kong, Kuala Lumpur, Tokyo, Sydney, New York, San Francisco, Boston, the mid-Atlantic states, London, Edinburgh, Frankfurt and Paris.
We regularly disclose the top 100 holders of our common and preferred shares, the security ownership of beneficial owners having more than 5% of the Company’s total outstanding stock, and the shareholdings of members of the Board of Directors and key management officers in the Company. This information is submitted to the SEC, PSE and PDEx and made available to the general public on a quarterly basis through postings on our Investor Relations website and annually in the Definitive Information Statement sent to our shareholders. We also disclose the percentage of foreign ownership in the Company on a monthly basis.
As of December 31, 2012, total number of shares owned by the public amounted to 6,708,038,019 shares, equivalent to 49% of total outstanding shares.
Our financial statements comply with Philippine Financial Reporting Standards (PFRS), which are in general compliance with International Accounting Standards. The accounting policies adopted in 2012 are consistent with those of the previous financial year, except for the implementation of new and amended PFRS and Philippine Interpretations of International Financial Reporting Interpretations Committee (IFRIC) interpretations which became effective January 1, 2012.
These changes in Accounting Policies are fully explained in the Notes to the Audited Consolidated Financial Statements, beginning on page 111 of the 2012 Integrated Annual and Sustainability Report.
DEALINGS IN SECURITIES
We continue to strictly implement guidelines covering securities dealings to comply with existing government regulations.
Reporting of Transactions and Trading Black-outs
Any change in personal shareholdings in the Company of Directors and key officers resulting from open market transactions or the grant of shares from incentive-based schemes implemented by the Company are reported to the SEC, PSE and PDEx within specified deadlines. The Company strictly enforces, and monitors compliance with, its policy on insider trading which prohibits the buying or selling of Company securities during prescribed periods by covered persons which include members of the Board of Directors, all members of the Management Team, consultants, advisers, and other employees who have been made aware of undisclosed material information with respect to the Company and its operations. This restriction is expanded to include the immediate family members of the parties mentioned.
The trading black-outs cover 10 trading days before and three trading days after the date of disclosure of quarterly and annual financial results. For cases of nonstructured disclosure of other material information, the black-out covers three trading days before and after the date of disclosure. All members of the Company’s Management Team are required to submit an annual certification signifying that they have not transacted in the Company’s shares during any of the previous year’s trading black-out periods. This process of certification is conducted during the month of January of each year.
We consistently enforce a policy encompassing share transactions in compliance with active government laws against insider trading. There has not been any case of insider trading involving company directors or management in the last five years.
As a covered institution, the Company complies with all the rules, regulations and directives issued by the Bangko Sentral ng Pilipinas and its Anti-Money Laundering Council (AMLC). These cover general information and documentation requirements for customers, record-keeping standards, and the reporting of covered and/or suspicious transactions. We have an internal Anti-Money Laundering Compliance Committee that meets quarterly to review and discuss specific transactions (if any), possible changes in the regulatory environment, enhancements to documentation and front-liner training, and other issues. We cooperate fully with any investigation proceedings or request for documentation or information initiated by the AMLC. We also engage them regularly in productive discussions on how we can further enhance our participation in the prevention of money laundering activities.
Jaime E. Ysmael, who is our Chief Finance Officer and holds the position of Senior Vice President, is the Compliance Officer designated to ensure adherence with corporate governance best practices as well as compliance with all regulations that cover the Company.
Pamela Ann T. Perez, who is our Head for Investor Communications and Compliance Division, is our Deputy Compliance Officer.
ASIA PACIFIC REAL ESTATE ASSOCIATION
As a full member of the Asia Pacific Real Estate Association (APREA), Ayala Land is committed to promoting and preserving best industry practices in the region. To the extent applicable, most of the recommendations by APREA contained in the 2nd edition of its Best Practices Handbook under Market Disclosure, Accounting and Financial Reporting and Corporate Governance categories that are also required under Philippine laws and conform with global accounting and reporting standards, are being adopted by Ayala Land.
Further, with respect to Corporate Governance, the Company has received multiple citations from various award-giving bodies in recognition of its adherence to the highest standards and practices.