Menusample Quicklinks Announcements Informamos os seguintes números atualizados: PM Média Ponderada: 48.692 PM Volume: 402.000 PDS Média Ponderada: 48.674 PDS Volume: 765.900 Os dados foram alterados para incluir transações não executadas de um banco com dificuldades na rede interna. A alteração foi dirigida pelo Oficial da FX e informamos a BSP sobre este assunto. Para sua orientação e informação. Informamos que o Volume AM correto para hoje, 09 de novembro de 2016, é de US $ 363,9 milhões (atualizado de 352,4). Nenhuma alteração no peso AM Ave. Os dados foram alterados para incluir transações não executadas de um banco com dificuldades de rede. Isto foi confirmado com o oficial da FX e informamos a BSP sobre o assunto. Para sua orientação e informação. Os requisitos para apresentar uma queixa contra um Emissor e / ou Participante de Negociação e seu respectivo pessoal podem ser acessados na seção Orientação de Apólice, na guia Principal de Regulamentação. Para sua orientação e informação. Histórias recentes 27 de outubro de 2016, Makati Filipinas A Petron Corporation (PCOR) estreou no mercado secundário de dívidas com a emissão e listagem de seus 20 bilhões de dólares da série PCOR de 20.000 dólares e títulos da série B com vencimento em 2023. As ações da Petrons listaram títulos com taxas de juros de 4.0032 por ano e 4.5219 por ano, respectivamente, foram 8230 (mais) 19 de outubro de 2016, Makati Filipinas Ayala Land, Inc. (ALI) listada no PDEx sua quarta e última emissão de títulos para 2016, o PhP 3 Billion Homestarter Obrigações com vencimento em 2019. Este evento marca vários primórdios para a ALI, pois é agora o primeiro emissor de títulos corporativos a entrar no mercado secundário PDEx quatro vezes em 8230 (mais) 07 de outubro de 2016, Makati Filipinas PDEx admitiu outra emissão de títulos corporativos da Ayala Land Inc. (ALI) a listagem de suas obrigações ALI de 7 anos, PhP 7 Bilhões Fixos de Taxa Fixa, com vencimento em 2023. Com essa listagem, os números totais pendentes da ALI estão em PHP 73 Bilhões ou 12% (12) dos bônus em circulação registrados8230 (mais) Ma rket Education Community2015 Relatório de Governança Corporativa Como uma empresa cumpre sua promessa de criar valor de longo prazo para seus acionistas Para a Aboitiz Equity Ventures, Inc. (AEV), isso requer uma constância de foco e um esforço contínuo para buscar e alcançar nossa estratégia corporativa. Objetivos. A Companhia é orientada em sua busca pela missão corporativa da AEVrsquos de quatro pilares estratégicos: Crescer os negócios, engajar os stakeholders, excelência na execução e construir capital humano. Em 2015, nos concentramos não apenas na criação de capital humano, mas na construção de uma Liderança Sustentável, como o impulsionador do crescimento sustentado e do desempenho inovador. Como qualquer organismo vivo, a organização da AEVrsquos precisa ser estimulada para viver de acordo com as constantes mudanças das expectativas das partes interessadas. O compromisso da nossa empresa exige o desenvolvimento de nossos líderes de equipe e membros que aprendem a liderar pelo exemplo, a orientar e promover o trabalho em equipe, criar um ambiente de trabalho que promova a fala e proporcionar o crescimento resultante sustentável. Estamos buscando o programa de gerenciamento de sucessão do Grouprsquos e lançando uma rede mais ampla para nossos talentos-chave em todo o Grupo. Um dos marcos de 2015 do Grupo Aboitiz, foi a criação de um plano claro de transição de sucessão e gestão para os CEOs e COOs da AEV e AboitizPower - uma transição que faz sentido para toda a organização. Um plano de transição está agora em vigor para abordar a futura aposentadoria de nossos executivos de nível executivo. Manter a liderança é um dos nossos compromissos com nossos stakeholders à medida que avançamos em nossa jornada de crescimento do Aboitiz. Esta marca de liderança se concentra na criação de valor compartilhado em cada comunidade, setor e sociedade que nossa empresa atende. A AEV buscará o crescimento em seus principais negócios de energia, serviços bancários e financeiros, alimentação, terra e infraestrutura, ao mesmo tempo em que visa impulsionar o desenvolvimento econômico e social ao lado de suas comunidades. De acordo com a Innosight, o tempo médio de vida das empresas no índice SampP está encolhendo de uma vida útil média de 60 anos nos 60 anos para 7 anos de vida útil média nos tempos atuais. As forças criativas de ruptura de hoje representam desafios para as nossas empresas. Diante de tecnologias disruptivas que estão reformulando o modo como os negócios estão sendo conduzidos, nossa organização está dando o passo ousado para estabelecer um novo marco de diversificação e crescimento sustentável, da mesma forma que a primeira geração de líderes do Aboitiz abriu caminho por 100 anos. atrás, quando estabeleceram os padrões Aboitiz de fazer negócios. A marca de liderança da AEVrsquos é impulsionada pela nossa mentalidade Aboitiz BetterWorld. À medida que continuamos a construir e fortalecer nossa bancada de organização, a empresa incentivará os líderes entre as fileiras. Em 2015, a Companhia buscou com sucesso seu programa de coaching, mentoring e desenvolvimento de liderança em todo o grupo de recursos de pessoas. Desde o início do programa, em 2015, 168 líderes de equipe, de um total de 249 líderes da organização Aboitiz, concluíram cursos de coaching e mentoring. Como a Companhia hoje prepara seus futuros líderes, as equipes de gerenciamento estão unidas em um objetivo: construir uma empresa sustentável que possa ser confiada às gerações futuras. Hoje e no futuro, a história de Aboitiz será contada por nosso próprio pessoal e nossos stakeholders, e será uma história do bem que a Empresa e a organização terão criado para a sociedade. A Aboitiz Power Corporation (AboitizPower) e suas unidades de negócios também estão alinhadas aos pilares estratégicos da AEV Corporate Centerrsquos. A visão da AboitizPowerrsquos é ldquoA Better Future e sua missão é: Encontrar Better Solutionsrdquo. Os atributos da marca corporativa da empresa são proativos, especializados e responsáveis. A AboitizPower considera as seguintes responsabilidades: fornecer um fornecimento de energia confiável e amplo, necessário ao país, para assegurar que o suprimento de eletricidade seja fornecido a um preço razoável e competitivo, e com o menor efeito adverso sobre o meio ambiente e as comunidades. A gestão da AboitizPower está a percorrer o topo da lista, uma vez que reúne-se a partir de 2015 até 2016 para se manter à frente do jogo e perseguir com excelência de execução os objectivos ambiciosos que estabelecemos. A AboitizPower tem se esforçado constantemente para ser o melhor em operações, manutenção, capacidade e otimização de suprimentos, bem como na execução de projetos. Sob a marca organizacional 1AP, temos trabalhado na transformação de uma boa organização AboitizPower em uma grande organização - com políticas e padrões que promovem eficiência de custos e crescimento constante, e níveis de serviço destinados a melhorar o engajamento das partes interessadas. O ano de 2015 foi um ano bastante produtivo para a organização AboitizPower, pois contratamos toda a organização no Project Forward para dar um grande salto em melhorias contínuas em sistemas e operações. Através do Project Forward, a AboitizPower estabeleceu e documentou importantes processos internos de negócios para eficiência operacional. Os registros de saúde, segurança e meio ambiente da AEVrsquos e AboitizPowerrsquos são geralmente muito bons. Esta é uma prova clara e mensurável de que as empresas podem estar alinhadas aos princípios da sustentabilidade, mas que fazem sentido econômico. Os Conselhos de Administração da AEV e AboitizPower conscienciosamente asseguraram que eles se mantenham informados sobre os desenvolvimentos nas indústrias e no ambiente de negócios e compartilhassem seus conhecimentos e insights com a Administração. Como líderes de equipe e membros da AEV e AboitizPower, definimos e perseguimos coletivamente nossos objetivos estratégicos e objetivos de negócios de 2015 sem perder de vista a visão e a missão das empresas. Por outro lado, as respectivas Diretorias trabalharam incansavelmente para garantir a prestação de contas das ações passadas e atuais da empresa, por meio da revisão de estratégias e relatórios corporativos aos acionistas, relatórios de conformidade legal e regulamentar, relatórios de auditoria, resultados e orçamentos financeiros e eventos contemporâneos que afetam os negócios. de AEV e AboitizPower. Aboitiz Princípios de Orientação da Governança Corporativa A estrutura de governança da Aboitiz está fundamentada em seus valores centrais de integridade, trabalho em equipe, inovação e responsabilidade. Estes valores, juntamente com os atributos da marca Grouprsquos de ser conduzido, orientado para liderar, orientado para a excelência e orientado para servir, fornecem um guia moral para enfrentar os desafios do negócio cotidiano e para satisfazer os vários interesses e preocupações das partes interessadas. Esses valores fundamentais, atributos, visão e missão constituem o DNA do Aboitiz. Mais importante ainda, esses valores constituem a base sólida para a estrutura de governança corporativa da organização. O Grupo Aboitiz continua acreditando e adotando os seguintes princípios e práticas fundamentais: (i) a personalidade da Empresa é independente da de seu Conselho, executivos e empregados (ii) a Empresa tem seus próprios direitos e deveres distintos (iii) o Conselho de Administração tem o poder original de decidir sobre as políticas da Empresa (iv) a Companhia pode exigir lealdade de seu Conselho, executivos e funcionários (v) o negócio da Empresa deve ser perseguido por meio de uma estratégia de sustentabilidade de longo prazo (vi) acionistas e partes interessadas devem ser tratados eqüitativamente e com justiça (vii) um sistema de prestação de contas (viii) transparência nas operações corporativas e relatórios da empresa (ix) um negócio ético (x) criação de valor compartilhado (CSV) e, o mais importante, (xi) sustentabilidade e conformidade ambiental. Em 2015, a AEV e a AboitizPower Boards também iniciaram a revisão e atualização das respectivas empresas do Código de Ética e Conduta Empresarial, realizaram um estudo de análise de lacunas das práticas da FCPA e um estudo para um manual de transação de partes relacionadas do grupo que seria relevante como um conglomerado, bem como unidades de negócios operacionais. O Comitê de Reputação de Riscos de Placas e o Comitê de Auditoria da Diretoria incorporaram procedimentos regulares de garantia para o universo de risco da Aboitiz. Actualmente, as auditorias do Grupo Aboitiz são agora baseadas no risco. Destina-se a preservar e proteger os direitos dos acionistas, garantir aos acionistas o tratamento equitativo das empresas, aumentar o valor das partes interessadas, promover a melhoria contínua do engajamento de stakeholders e tornar as divulgações corporativas oportunas e responsivas equilibradas com os requisitos de confidencialidade. um ambiente de negócios competitivo. Os conselhos recebem atualizações regulares sobre os principais riscos residuais de suas empresas. Em 2015, nossa equipe de gerenciamento aprimorou a liderança do Comitê de TI e sua estrutura organizacional para garantir que o sistema e as políticas de TI do Grouprsquos sustentassem ou apoiassem nossa estratégia e objetivos de grupo. Nosso grupo também se concentrou em importantes iniciativas de governança de TI que incluíam políticas de computação em nuvem, políticas de dispositivos móveis, risco cibernético e respostas a ameaças, entre outros. Responsabilidades do Conselho de Administração Os Conselhos de Administração do Grupo Aboitiz são Conselhos totalmente engajados. Os Conselhos são compostos por diretores altamente profissionais que trabalham em ambientes de respeito e colegialidade, onde a franqueza e as discussões robustas não são apenas incentivadas, mas também a norma. Os Conselhos AEV e AboitizPower são compostos cada um por três diretores independentes e membros executivos e não executivos de mentalidade independente, com experiência profissional diversificada, como economia, finanças corporativas, engenharia, contabilidade, auditoria, diretor executivo e chefe de operações. setor bancário, privado, setor governamental e agências multilaterais, bem como experiência em órgãos de formulação de políticas. O processo de seleção envolve a indicação de conselheiros por acionistas controladores e minoritários que participam ativamente do processo. Os acionistas minoritários indicaram os conselheiros independentes para o mandato de 2015 a 2016. Os critérios para a seleção dos diretores independentes nomeados incluem, não apenas a sua experiência e experiência profissional, mas também seu histórico de ser independente, seu pensamento estratégico e sua compreensão dos impulsionadores das empresas de nossos negócios. O Comitê de Governança Corporativa da Diretoria acredita que isso contribui para a execução bem-sucedida de nossa visão como um conglomerado que faz negócios em nossos setores específicos. O Comitê de Governança Corporativa da Diretoria, na qualidade de Comitê de Nomeações e Remuneração, aprova a indicação pelos acionistas de diretores executivos e conselheiros independentes para endosso aos acionistas para seu voto na assembléia geral ordinária. Os diretores são eleitos na Assembléia Anual dos Acionistas por voto pessoal ou por procuração. Um Comitê de Validação por Procuração valida todas as procurações antes da assembleia anual de acionistas. A votação na Assembléia Anual dos Acionistas é feita através de uma plataforma eletrônica e os resultados são imediatamente divulgados à assembléia dentro de alguns minutos após a conclusão da votação. Os diretores emprestam sua ampla experiência e conhecimento ao Conselho e à equipe de Administração em todos os assuntos relevantes que afetam o Grupo Aboitiz. A AE e AboitizPower estão continuamente revisando as funções e responsabilidades de seus Conselhos para avaliar a propriedade e o valor dos protocolos, sistemas e políticas existentes e propostos pelo Conselho e Diretoria. Todos os diretores foram cuidadosamente selecionados, nomeados e eleitos com base em suas credenciais, bem como sua capacidade de contribuir e compartilhar seus conhecimentos em todos os assuntos relevantes que afetam as unidades de negócios da AEV e AboitizPower. As políticas existentes da empresa AEV e AboitizPower, como as encontradas no Estatuto Social, o Manual de Governança Corporativa, o Código de Ética e Conduta Empresarial, os protocolos do Conselho, outras diretrizes da secretaria do Conselho e os protocolos do Sistema de Gestão de Informações Aboitiz, garantir a excelência no desempenho dos papéis e responsabilidades dos diretores. Em 2015, os Diretores Independentes da AEV e da AboitizPower trabalharam em estreita colaboração com as equipes de auditoria interna no desempenho de suas funções como membros do Comitê de Auditoria da Diretoria. Para alargar a profundidade de conhecimentos e a competência da indústria, a AEV e a AboitizPower organizaram seminários, palestras e orientações sobre tópicos altamente técnicos, únicos ou relevantes para os negócios da Aboitiz Grouprsquos. Estas incluem discussões sobre a mudança da supervisão regulatória do mercado de energia e seu impacto no AboitizPower, análise e revisão dos resultados do índice de maturidade de risco do Aboitiz até 2015, principais riscos residuais do Grupo Aboitiz, riscos cibernéticos, riscos políticos e nacionais e o Fórum Econômico Mundial Global Risks, seminário obrigatório de governança corporativa, briefings econômicos filipinos e uma revisão dos objetivos estratégicos do Aboitiz Grouprsquos e estratégias de negócios identificadas. A AE e AboitizPower têm, cada uma, três comitês da Diretoria que auxiliam suas respectivas diretorias na sua responsabilidade de supervisão sobre as unidades de negócio da Aboitiz. Esses comitês são o Comitê de Governança Corporativa da Diretoria (incorporando o antigo Comitê de Nomeação e Remuneração), o Comitê Gestor de Risco e Reputação, e o Comitê de Auditoria da Diretoria. Três Conselheiros Independentes participam dos Comitês de Governança Corporativa e de Auditoria da Diretoria, compreendendo a maioria dos membros desses Comitês da Diretoria. No Comitê de Gestão de Risco e Reputação do Conselho, embora não constituindo a maioria dos membros do comitê, dois Diretores Independentes ocupam os respectivos Comitês do Conselho. 2015 foi um ano agitado para os diretores com sua participação e participação ativa em reuniões regulares e especiais. Eles foram diligentes no desempenho de suas funções. Eles tinham uma pontuação de atendimento acima de 96,3 e 92,59, respectivamente, uma pontuação média de avaliação do Conselho de 3 em uma escala de 1-5. Direitos dos Acionistas Os direitos dos acionistas são inequivocamente reconhecidos no Estatuto Social da AEV e AboitizPower, no Código de Ética e Conduta Empresarial e no Manual da Empresa sobre Governança Corporativa. As declarações políticas encontradas nesses documentos refletem o compromisso da AEV e da AboitizPower de garantir a proteção dos interesses e preocupações dos acionistas, bem como o livre exercício desses direitos. Estes incluem o direito de receber notificações e participar de assembleias gerais de acionistas, participar e votar em reuniões com base na regra de uma ação, um voto, para acumular seus votos, para inspecionar livros e registros corporativos, para votar pessoalmente, em absentia ou por procuração, para receber dividendos, nomear e eleger diretores para o Conselho, e ratificar ações corporativas, entre outros. O Grupo Aboitiz acredita que os direitos e interesses dos acionistas estão alinhados aos dos acionistas controladores, não apenas em termos de retornos de seus investimentos, mas também na sustentabilidade dos negócios. A AE e AboitizPower têm esforços excepcionais para garantir que os acionistas recebam informações públicas oportunas sobre os negócios nos quais investiram e que todos recebam seus dividendos de acordo com a política de dividendos estabelecida. O compromisso da AEV e da AboitizPower com os direitos de seus acionistas é mostrado em sua política de dividendos bem definida e publicada, a realização regular das Assembleias Anuais de Acionistas, e as divulgações precisas e precisas com a Securities and Exchange Commission, as Ações filipinas. Exchange e a Troca de Negociação das Filipinas. As Secretarias da Diretoria da AEV e da AboitizPower estabelecem e fornecem instruções para as empresas do agente de transferência de estoque, a fim de assegurar respostas apropriadas e a resolução imediata das perguntas dos acionistas e solicitações que lhes sejam comunicadas. Tratamento Equitativo de Acionistas e Negociações Justas para Todos os Acionistas Todos os acionistas, independentemente do valor de suas participações, têm o direito de participar de tomadas de decisão da companhia, de acordo com a política de um voto de uma ação da AEV e AboitizPower. Por uma questão de política e prática, para garantir que os conselheiros, diretores e até mesmo os acionistas majoritários não aproveitem sua posição de conhecimento na AEV e no Grupo AboitizPower, as transações com partes relacionadas e os valores são divulgados. As transações com partes relacionadas do Grupo são reportadas nas demonstrações financeiras consolidadas anuais consolidadas. A AEV e a AboitizPower também aplicam rigorosamente suas respectivas Políticas de Negociação de Valores Mobiliários da Empresa, que regulam o insider - trading, e impõem uma política de blackout de negociação para evitar oportunismo interno. As equipes de gerenciamento de ambas as empresas são bastante vigilantes para garantir que as regras de bloqueio de negociação e negociação com informações privilegiadas sejam seguidas pelos líderes de equipe e membros da equipe que têm acesso a transações confidenciais. Todos os acionistas também receberão avisos de todas as assembleias gerais de acionistas e todos os itens da ordem do dia a serem discutidos e decididos durante as reuniões mencionadas serão incluídos nos avisos e nenhum novo item da agenda será levantado durante a reunião. Para orientação dos acionistas, a justificativa dos itens da ordem do dia sujeitos à aprovação dos acionistas é incluída nos avisos às assembleias gerais de acionistas. Enquanto os acionistas fornecerem seus dados de contato, a AEV e a AboitizPower enviarão avisos a todos os acionistas registrados em todas as assembleias anuais de acionistas, bem como fornecerão cópias do Relatório Anual. Os itens da agenda são listados nos avisos e são discutidos e votados nas assembléias anuais dos acionistas. Nas reuniões, o Conselho de Administração, o diretor executivo, o diretor financeiro, os auditores, o agente de transferência de ações e outros diretores da AEV e AboitizPower participam e se tornam acessíveis e disponíveis para quaisquer dúvidas que os acionistas e os investidores podem ter. As perguntas dos acionistas no pregão são incentivadas pelo CEO. AEV e AboitizPower aplicam rigorosamente os seus Códigos de Ética e Conduta Empresarial. Os códigos descrevem as expectativas gerais e estabelecem padrões para os diretores e o comportamento dos funcionários e a conduta ética. Os códigos abrangem práticas proibidas que envolvem conflitos de interesses, negociações adequadas com informações proprietárias e confidenciais e divulgações verdadeiras de informações relevantes com transparência no melhor interesse dos clientes, das empresas, dos acionistas e do público. Papel das partes interessadas O modelo de negócio da AEV e da AboitizPower está ancorado no crescimento sustentável dos negócios do Grouprsquos, com pleno envolvimento de seus stakeholders. Os principais interessados incluem os líderes de equipe e membros da equipe que trabalham para alcançar as estratégias de negócios das comunidades anfitriãs das unidades de negócios e unidades de governo locais que apoiam e hospedam os negócios do Grouprsquos, os reguladores dos negócios, os clientes que atendem e o meio ambiente. que sustenta o crescimento. O Grupo reconhece que os princípios de governança corporativa giram em torno dos relacionamentos entre esses stakeholders e os objetivos do Grouprsquos. Juntos, eles contribuem para a busca bem-sucedida dos objetivos de negócios. As práticas de governança corporativa da AEV e AboitizPower incluem políticas e procedimentos que promovem a conscientização e observância dos direitos das partes interessadas no nível da empresa. De fato, o engajamento das partes interessadas é um dos pilares estratégicos e parte da cultura corporativa da Aboitiz. O Grupo Aboitiz está comprometido com os princípios da sustentabilidade para equilibrar os interesses das pessoas, do planeta e do lucro. Seguindo esta regra, o Grupo obteve e manteve um bom histórico de saúde, segurança e meio ambiente, uma prova clara de que uma empresa pode se alinhar aos princípios de sustentabilidade enquanto opera um negócio lucrativo. O Grupo lançou sua Política de Sustentabilidade em 2013, acreditando que todas as partes interessadas devem ser tratadas com justiça e que a responsabilidade social corporativa é parte integrante do negócio. Em 2014, a AEV e a AboitizPower continuaram a implementar essa política e, como uma iniciativa para o ano, lançaram em conjunto a campanha BetterWorld para incentivar todos os interessados a adotar essa política de sustentabilidade. Em 2015, o Grupo iniciou sua jornada sobre a criação do valor compartilhado como cultura corporativa. (Veja o Relatório de Sustentabilidade em aboitizfoundation. org). Através da Fundação Aboitiz Inc., nosso Grupo está buscando projetos concretos para cumprir oito dos 17 Objetivos Globais para o Desenvolvimento Sustentável, a saber: Sem pobreza Fome Zero Boa Saúde e Bem Estar Qualidade Educação Responsável Produção amp Consumimento Mudança Climática Vida Abaixo Água e Vida na Terra. Como compromisso com seus funcionários, tanto a AEV como a AboitizPower embarcaram em um programa de liderança transformacional em toda a organização, através da criação de Círculos de Liderança. Como resultado das iniciativas do Círculo de Liderança, ambas as organizações comprometeram-se com seis dimensões de liderança que caracterizariam a forma como os líderes da AEV e AboitizPower liderariam. As dimensões de liderança são orientação e desenvolvimento, promovendo trabalho em equipe, autenticidade corajosa, alcançando resultados, sustentando o crescimento e a integridade. Pretende-se criar um banco profundo na organização Aboitiz com o objetivo de alcançar um desempenho inovador sustentável. Ambas as empresas reconhecem o valor de seus respectivos recursos humanos. Os membros da equipe também foram encorajados a elaborar seus próprios planos de desenvolvimento individual e plano de carreira como forma de garantir o encaixe das pessoas nos cargos certos. O ajuste certo garante uma equipe verdadeiramente engajada e, consequentemente, uma liderança sustentável. O Grupo Aboitiz orgulha-se especialmente do seu historial em compromissos de responsabilidade social corporativa (RSC). A AEV e a AboitizPower, através das suas unidades de negócio e através da Fundação Aboitiz, Inc., têm práticas e compromissos de longa data e profundamente enraizados no domínio da RSE. Nos últimos cinco anos, o Grupo alocou mais de US $ 2 bilhões para os vários projetos de RSC voltados à educação, ao desenvolvimento de empresas e ao meio ambiente. Para 2015, a Fundação Aboitiz orçou cerca de P415 milhões para os seus projetos de RSE. Estes projetos foram financiados pelas unidades de negócios AEV e AboitizPower. (Ver Relatório da Fundação Aboitiz no seu site). De fato, um artigo recente da revista Forbes de março de 2016 observou que, com base em declarações financeiras publicamente disponíveis, a Fundação Aboitiz (juntamente com a Ramon Aboitiz Foundation Inc.) é coletivamente a maior doadora de iniciativas sociais nas Filipinas. Divulgação e Transparência Os Conselhos e Gerências da AEV e AboitizPower acreditam que boas práticas de governança, especialmente nas áreas de divulgação e transparência, induzem a confiança dos stakeholders. O Grupo Aboitiz atribui um alto valor à sua reputação coletiva e trabalha para manter essa confiança bem merecida obtida com seus negócios com as partes interessadas ao longo dos anos. A AEV e a AboitizPower exercem esforço e tempo para manter consistentemente seus registros de conformidade legal e boa governança corporativa. Em 2015, não houve desvio ou violação das regras estabelecidas no Manual de Governança Corporativa, outras políticas e protocolos de governança e conformidade da empresa. Abaixo segue uma visão rápida do Relatório de Divulgação de Governança PSE 2015 da AEV e AboitizPower. Em conformidade com o compromisso do Grouprsquos com a transparência e a prestação de contas, a AEV e a AboitizPower continuam a melhorar suas respectivas páginas dedicadas de governança corporativa em seus sites (aboitiz) e (aboitizpower). Essas páginas contêm informações da empresa, como relatórios anuais de governança corporativa, relatórios anuais, relatórios e divulgações da empresa, Comitês da Diretoria, Manual de Governança Corporativa, Código de Ética e Conduta Empresarial, atas das Assembléias Gerais Ordinárias, informações sobre Relações com Investidores, e outras informações relevantes para as partes interessadas. As páginas servem como um centro de recursos para as partes interessadas e o público. O modelo de negócios da Aboitiz integra o princípio da Sustentabilidade por meio de práticas empresariais que garantem uma vida corporativa de longo prazo, por meio de uma organização que privilegia a criação de valor compartilhado e assume responsabilidade concreta pelo meio ambiente e excelência de execução mas também a implementação de programas de responsabilidade social corporativa que cumprem promessas. (Visite aboitiz para o Relatório de Governança Corporativa da AEV e AboitizPower completo, com mais detalhes sobre as atuais práticas de governança corporativa, conquistas corporativas, marcos e iniciativas para o ano de 2015). Prêmios AEV e AboitizPower de 2015 Nós, da AEV e da AboitizPower, mantemos consistentemente nossos valores centrais e nos conformamos aos princípios de governança corporativa, em face das crescentes preocupações e demandas das partes interessadas em um ambiente de negócios em constante mudança. A nossa adesão dedicada e firme a estes valores e princípios é uma prova clara do valor do lema empresarial Aboitiz: Podemos fazer bem fazendo o bem. A AEV e AboitizPower, juntamente com subsidiárias e afiliadas, têm sido consistentemente reconhecidas em pesquisas, avaliações e scorecards locais e internacionais, como entre as empresas mais bem gerenciadas do país. Em 2015, ambas as empresas receberam muitos prêmios, especialmente no campo de governança corporativa e engajamento de stakeholders. A AEV foi classificada entre as 50 maiores empresas públicas da ASEAN no lançamento inaugural do Scorecard de Governança Corporativa da ASEAN durante a Cúpula APEC de novembro de 2015 em Manila. A empresa também foi reconhecida como uma das vencedoras das principais empresas de capital aberto das Filipinas no prêmio PSE Bell Awards de 2015. Esses prêmios foram concedidos em reconhecimento ao compromisso das empresas com as melhores práticas de governança corporativa. DIREITOS DOS ACIONISTAS TRATAMENTO EQUITATIVO DOS ACIONISTAS Ações e Direitos de Voto AEV Estrutura Acionária O capital social da Companhia consiste em uma classe de ações ordinárias e uma classe de ações preferenciais não listadas. De acordo com o registro de ações mantido pela Stock Transfer Service, Inc., a corretora de valores mobiliários e agente de transferência da Companhia, em 31 de dezembro de 2015, a Companhia possuía 9.328 acionistas. A Aboitiz amp Company Inc. possuía, no mesmo período, 2.735.600.915 ações ou 49,25 das 5.554.266.807 ações ordinárias em circulação com direito a voto. Das ações de capital aberto, 21,14 são de propriedade de instituições e / ou são nomineadas (11,30 filipinas e 9,84 estrangeiras), ou seja, detidas por bancos, corretoras e / ou nomeadas, como a PCD Nominee Corporation. Isso significa que o acionista real não está refletido no registro de ações ou incluído nas estatísticas de participação. Embora a Companhia tenha envidado esforços para alcançar os acionistas finais, o resultado de ter essas ações em Nomeados PCD é que o acionista último de tais ações nominativas registradas provavelmente não participará de votos de acionistas e outras ações, a menos que de outra forma representado. Direitos de Voto de Acionistas Ordinários e Preferenciais Todas as ações ordinárias estão votando seguindo a regra de uma ação, um voto. As ações preferenciais são ações não votantes, não participantes, não conversíveis em ações, cumulativas, re-emitidas e podem ser emitidas de tempos em tempos pelo Conselho em uma ou mais séries. Essas ações preferenciais que são geralmente emitidas para instituições financeiras ou intermediários do mercado financeiro são tratadas como instrumentos de dívida pela Companhia em seus registros, em conformidade com as Normas Contábeis Filipinas, que adotam as Normas Internacionais de Contabilidade, conforme implementadas pela SEC. (Veja a Discussão e Análise do Managementrsquos ou o Plano de Ação e as Demonstrações Financeiras da Companhia no Relatório Anual no aboitiz). Os direitos de voto das ações ordinárias e preferenciais são divulgados integralmente na Declaração de Informações Definitivas da Companhia. Aviso e Ordem do Dia da Assembléia Geral Ordinária de Acionistas A Companhia fornece consistentemente a todos os acionistas o aviso e a agenda da Assembléia Anual de Acionistas pelo menos trinta (30) dias antes de uma reunião ordinária e vinte (20) dias antes de uma assembléia especial. Isso é para dar aos acionistas tempo suficiente para repassar informações e contatar seus representantes para obter instruções apropriadas. A Companhia também publica os avisos de assembleias gerais de acionistas em jornais nacionais de grande circulação e no site da empresa. Nos termos do Estatuto Social da Companhia, os acionistas podem convocar uma Assembléia Geral de Acionistas e submeter uma proposta para consideração. A Empresa faz questão de que o auditor externo e outros indivíduos relevantes atendam à ASM para responder às perguntas dos acionistas nessas reuniões. O Gabinete do Secretário Corporativo garante que todas as questões relevantes durante o ASM sejam respondidas e registradas. Cada resolução refere-se a apenas um item da agenda, com uma breve justificativa ou explicação para sua inclusão no ASM, quando necessário. A Companhia não inclui nenhum item da agenda adicional e não anunciado no ASM, se não divulgado antes do ASM. Os Avisos, Atas e outros Documentos Corporativos da Empresa são escritos em inglês, uma língua oficial nas Filipinas e geralmente conhecida e compreendida pelos acionistas da Empresa. Detalhes do Aviso e da Agenda Em conjunto com o aviso, os perfis dos indicados para o cargo de Conselho de Administração e os principais executivos atuais da Companhia são fornecidos aos acionistas por meio da Declaração de Informações que é distribuída aos acionistas antes da Reunião Anual dos Acionistas. Os perfis dos indicados, membros do Conselho e seus diretores principais incluem suas qualificações, experiência de trabalho, idade e cargos e cargos nos últimos cinco anos, data da primeira nomeação e outras diretorias atualmente e anteriormente mantidas em outras empresas listadas. . Para mais informações sobre os perfis dos indicados, membros do Conselho e principais funcionários, por favor consulte o site da Aboitiz em aboitiz. Os auditores que buscam nomeação ou renomeação são claramente identificados nas divulgações da Companhia e na Declaração de Informações da Companhia. A Companhia possui uma política de dividendos clara e transparente. A Companhia mantém uma relação de pagamento anual de dividendos em dinheiro de aproximadamente um terço de seu lucro líquido consolidado do exercício fiscal anterior, sujeito aos requisitos das leis e regulamentos aplicáveis e à ausência de circunstâncias que possam restringir o pagamento de dividendos em dinheiro. The dividend policy and the amount of final dividends to be paid are disclosed in the Operational and Financial Information section of the Annual Report, in the Information Statement, in the Report of its CFO and disclosures on the Company website if changes are made. These circumstances could include major projects and developments requiring substantial cash expenditure or restrictions on cash dividend payments under its loan covenants. The Company allows and encourages proxy voting all shareholdersrsquo meetings. Forms for proxy voting are attached to the notices of the meeting distributed to all shareholders. In keeping with best practices, these proxies are not required to be notarized. The Company provides shareholders with a copy of the Proxy form through the following: (1) printed copy enclosed in the Definitive Information Statement (2) digital copy inserted in the CD kit containing the soft files of the Definitive Information Statement and (3) downloadable form from the Companyrsquos website. Prohibition on Insider Trading and Abusive Self-Dealing Fair Dealings for All Shareholders As a publicly-listed holding company, the Company is subject to numerous laws and regulations. It is the responsibility of everyone within the organization to know and understand the laws applicable to their job functions and to comply with both the letter and spirit of these laws and regulations to avoid actual misconduct and any appearance of impropriety. Every employee is responsible for fair dealings with the Companyrsquos suppliers, customers, creditors, analysts, market intermediaries and participants. The Company also has a policy requiring full disclosure of details of related-party transactions in public communications. The Companyrsquos Code of Ethics and Business Conduct outlines the general expectations of, and sets standards for, employee behavior and ethical conduct. Board members, the Management Team and all other employees are oriented on the Code and are advised of the strict adherence required by the Company. The Code encompasses prohibited practices involving conflicts of interest, the proper way of dealing with proprietary and confidential information, and truthful disclosures in the best interests of the clients, the Company, and the public. The Companyrsquos General Trading Policy The Company strictly enforces a Policy on Trading of Company securities. The Trading Policy imposes a trading blackout on AEV securities beginning ten trading days before and until two full trading days after the release of the quarterly or annual earnings of the Company and two days for other material current events. The Compliance Officer sends out notices requiring the strict observance of the trading blackout via various media (email and short messaging services), to all the Directors, Officers and pre-identified key employees of the Company during any relevant blackout period. Directors and key officers are required to regularly report their beneficial ownership of shares in the Company and any dealings in AEV shares must be reported to the Corporate Secretary within one day from the sale or purchase of AEV shares. In addition, the Company discloses beneficial ownership in its Annual Corporate Governance Report to the SEC including trading of Company shares of its directors and key officers. Non-compliance with the policy may carry criminal and civil liabilities as well as reputational damage to the Company, the Board, the Management and the Office of the Compliance Officer strictly enforce compliance with the Trading Policy. The Companyrsquos Policy on Insider Trading Insider trading is strictly prohibited under the Code of Ethics and Business Conduct, the Manual on Corporate Governance, and under the PSE and SEC rules. The Companyrsquos Manual on Corporate Governance prohibits every member of the Companyrsquos organization, from any misuse of inside information. All team members of the Company are mandated to exercise prudence in handling material non-public information in the course of their work and in relation to the trading or dealing with AEV securities. The Company also has in place a trading blackout and insider trading policy to curtail opportunistic dealings in the Companyrsquos shares. Any violations are required to be reported to the Board Corporate Governance Committee. For purposes of compliance with these rules, the Office of the Corporate Secretary conducts corporate governance seminars for all employees, from top management to team members. The seminars cover the rules prohibiting insider trading among many other topics on corporate governance rules of the Company. In 2013, this seminar was converted into a mandatory e-learning module for better employee convenience. Dealing in Company Shares The Company has an existing policy requiring the Board of Directors and the officers to report to the Office of the Corporate Secretary any transaction related to the purchase and disposal of Company shares within one (1) business day from the date of the transaction. The Company discloses the direct and indirect (deemed) ownership or shareholdings of major and/or substantial shareholders and the details of the subsidiaries, associates, joint ventures and special purpose enterprises/vehicles. The Companyrsquos Information Statement and Public Ownership Report regularly filed by the Company likewise show the direct and indirect ownership of the Companyrsquos shareholders, which include its Board, the Management Team, and employees. Regular disclosures to the PSE, PDEx and SEC are made in the event of any dealings in Company shares. There has been no violation and conviction of insider trading and abusive self-dealing by directors, management and employees in the past five years that the Trading Policy has been in place. Related Party Transactions The Company has in place policies on transactions with related parties requiring the full disclosure thereof in the Companyrsquos financial statements and in other Company reports. The Companyrsquos related party transactions include, among others, written service level agreements with its affiliates and subsidiaries for human resources, internal audit, legal, treasury and corporate finance services, for guarantees of credit accommodations of subsidiaries and affiliates and intercompany advances for working capital requirements of subsidiaries and affiliates. The Company does not set thresholds for disclosure of related party transactions, but rather fully discloses all related party transactions regardless of amounts in full compliance with existing Philippine financial accounting standards. The Company also ensures that they have the character of armrsquos length transactions consistent with, among others, existing rules on transfer pricing. These disclosures are made in the Companyrsquos Annual Audited Financial Statements and Management Report. In 2014, the Company conducted a comprehensive transfer pricing study and assessment of current practices and policies to ensure compliance with stricter transfer pricing rules, policies and best practices and for continuous improvement of processes. The Company strictly adheres to the Philippine Corporation Codersquos rules on voting for specific corporate acts where approval of specific types of related party transactions in the Board and in shareholdersrsquo meetings may be required. The Companyrsquos Independent Directors and the Board Audit Committee play an important role in reviewing significant related party transactions as it does in the regular course of its work. The Companyrsquos related party transactions are typically agreements entered into in the ordinary course of business to maximize efficiencies and realize cost synergies. These are reported to the Board as they are entered into. Definition of Related Party and Related Party Transaction Under IAS 24, a ldquorelated partyrdquo is a person or entity that is related to entity that is reporting its financial statements. In the case of the Company, it fully discloses intragroup transactions, the levels of financial support provided by the Company and its subsidiaries and affiliates. The Company defines ldquoRelated Party Transactionsrdquo pursuant to IAS24 (and PAS 24). Related Party Transactions are accounted for in accordance with the requirements of IAS 24. Accordingly, related party transactions and outstanding balances, including commitments and names of related entities, in both the consolidated and separate financial statements are fully disclosed in the Companyrsquos financial statements. RPT Policy It is the policy of the Company that Related Party Transactions between the Company and related parties shall be subject to review and approval to ensure that (1) they are at armrsquos length and pass the test of transfer pricing rules (2) the terms are fair, or are based on market practices, and (3) they will inure to the best interests of the Company and its shareholders. The Group Internal Audit is mandated to conduct regular audits of the Companyrsquos related party transactions to ensure there are no conflicts of interests, the transactions are within the approval levels of financial transactions, that they are approved by the boards of directors of the related parties and are fully documented. The Group Internal Audit determines and audits transactions which are in the regular course of business and those that are subject to a conflict of interest or are unusual. As a procedure, the Companyrsquos external auditors also review all Related Party Transactions of the Company as part of the preparation of the audited financial statements. Material and Significant Related Party Transactions are then presented to, discussed, reviewed and approved by to the Board Audit Committee. The Companyrsquos related party transaction policy is also stated in the Board Audit Charter. Significant or Material Related Party Transactions, other than the routinary shared services transactions, are reviewed by the Board Audit Committee, where the majority of the members are the Independent Directors. On March 1, 2016, the Board Corporate Governance Committee of the Company approved and endorsed to the full Board the Companyrsquos Related Party Transaction (RPT) Policy which institutionalizes the Companyrsquos practices in dealing and reporting of RPTs. The Board of Directors of the Company reviewed the RPT Policy and has proposed revisions to align with the Companyrsquos policy on shareholder protection, disclosure, transparency, and SEC Corporate Governance Road Map. RPT Disclosures The nature and extent of transactions with affiliated and related parties are disclosed annually to shareholders through the Companyrsquos Information Statement, Annual Report and Audited Financial Statements. The Company and its subsidiaries enter into related party transactions consisting of payment of shareholder advances, professional fees and rental fees. These are made on an armrsquos length basis and at current market prices at the time of the transactions. Service and management contracts are also entered into with subsidiaries and affiliates for corporate center services, such as human resources support services, internal audit services, legal and corporate compliance services, treasury, corporate finance services, and technology infrastructure services. These shared services are obtained from the Company to enable the Aboitiz group of companies to realize cost synergies. The Company maintains a pool of highly qualified professionals with in-depth business expertise specific to the businesses of the AEV organization. Transactions are priced on a cost recovery basis. In addition, transaction costs are always benchmarked to third party rates to ensure competitive pricing. Service Level Commitments and Agreements are executed to ensure quality and timeliness of services. The Company is currently conducting an inventory of all related party transactions of the Group and setting up the RPT Committee consisting of independent directors. The SEC issued updated disclosure guidelines on retirement benefit funds. These guidelines enumerate the minimum disclosure requirements under PAS 24, Related Party Disclosures. The guidelines prescribe additional disclosure requirements on any information that would provide an understanding on the transactions of retirement funds with an entity whose employees are the beneficiaries and other investments in securities of the related entity. These disclosure guidelines took effect and became applicable to all annual financial statements for the period ending December 31, 2014 there after. The Company has always disclosed its transactions in its Annual Report and will continue to disclose them in accordance with the existing guidelines. No Non-Compliance Incidents There has been no reported case of non-compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years. Since the Company is a conglomerate, it has to consolidate the financial statements of the Group. It exerts best efforts to try to obtain its audited financial statements within the schedule required by the SEC. The Companyrsquos audited financial statements reflect a true and fair representation of the financials that are affirmed by the Board of Directors and relevant officers of the Company. There have been no revisions and restatements of the financials approved by the Board Audit Committee prior to the approval of the Board. Policy on Conflict of Interest Situations The Company promotes a culture of service, excellence and leadership. The Company believes that this is an environment that promotes the recognition of a duty for employees and officers to advance AEVrsquos interest and that of its stakeholders. No employee, officer or director may use his position or corporate property or information for personal gain, and no employee, officer or director may take for himself Company opportunities for sales or purchases of products, services or interests. Protection of proprietary and confidential information generated and gathered in the conduct of business is considered the obligation of every member of the AEV organization. Everyone is also expected to respect the property rights of other companies. AEVrsquos employees and officers are encouraged to promptly report any potential relationship, action or transaction that may give rise to a conflict of interest to the Human Resources Department or to the Compliance Officer. Directors are under the obligation to disclose any actual or potential conflicts of interest to the Chairman of the Board and the Compliance Officer. The Company expects that Directors inhibit themselves from any Board discussion or decision on matters that affect or have relevance or relation to their personal, business or professional interests. Legal proceedings involving Directors and Officers that could affect their ability and integrity to serve the Company are required to be disclosed to the Chief Compliance Officer. In the past or recent years, there have been no issues relating to related party transactions or conflict of interests that have been raised to the Board or to Management. Protection of Minority Shareholders In 2015, the Company has no RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiaries. The nature and extent of transactions with affiliated and related parties are disclosed annually to shareholders through the Companyrsquos Information Statement, Annual Report and Audited Financial Statements. Related Party Transactions with Wholly Owned Subsidiaries The Company and its subsidiaries enter into related party transactions consisting of payment of shareholder advances, professional fees and rental fees. These are made on an armrsquos length basis and at current market prices at the time of the transactions. Service and management contracts are also entered into with subsidiaries and affiliates for corporate center services, such as human resources support services, internal audit services, legal and corporate compliance services, treasury and corporate finance services, technology infrastructure services. These services are obtained from the Company to enable the Aboitiz Group of companies to realize cost synergies. The Company maintains a pool of highly qualified professionals with in-depth business expertise specific to the businesses of its corporate organization. Transactions are priced on a cost recovery basis. In addition, transaction costs are always benchmarked to third party rates to ensure competitive pricing. Service Level Commitments and Agreements are executed to ensure quality and timeliness of services. Disclosure and Approval of Related Party Transactions The nature and extent of transactions with affiliated and related parties are disclosed annually to shareholders through the Companyrsquos Information Statement, Aboitiz Integrated Annual Report and Audited Financial Statements. The Company has entrenched policies on transactions with related parties requiring the full disclosure thereof in the Companyrsquos financial statements and in other Company reports. The Companyrsquos related party transactions include, among others, written service level agreements with its affiliates and subsidiaries for human resources, internal audit, legal, treasury and corporate finance services, for guarantees of credit accommodations of subsidiaries and affiliates and intercompany advances for working capital requirements of subsidiaries and affiliates. The Company does not set thresholds for disclosure of related party transactions, but rather fully discloses all related party transactions regardless of amounts in full compliance with existing Philippine financial accounting standards. The Company also ensures that they have the character of armrsquos length transactions consistent with, among others, existing rules on transfer pricing. These related party transactions are disclosed in the Companyrsquos Annual Audited Financial Statements and Management Reports. These reports are approved during the Annual Stockholdersrsquo Meeting of the Company. ROLE OF STAKEHOLDERS Stakeholder engagement is one of the four strategic pillars of the Company. AEV is committed to positively engaging its stakeholder through establishment of the necessary or appropriate communication and strategic relationships. The Companyrsquos stakeholders are team members, team leaders, the host communities, regulators, customers, its shareholders and investors, its Board of Directors, the lenders, financing providers and intermediaries, and the national and local government units. In 2014, the Reputation Team conducted a reputation survey for the Aboitiz Group, involving a total of 520 respondents consisting of customers, employees, suppliers, investors, communities, media, and government regulators. The survey results showed that 96 of all stakeholders view Aboitizrsquo overall reputation positively, of which 49 viewed the Aboitiz reputation as excellent. On delivery of promise, 88 of all stakeholders view Aboitiz as delivering on the 7 key dimensions of reputation (Products/ Services, Innovation, Workplace, Governance, Citizenship, Leadership, Financial Performance), of which 44 viewed Aboitiz as excellent in the delivery of its promise. Positive emotion level was at 96, with 56 of stakeholders definitely trusting, admiring, feeling good and having the highest esteem for Aboitiz. Lastly, 57 of the respondents said that they will definitely support the Group by recommending, buying and investing in Aboitiz. The Company has a long and deep corporate social responsibility culture and program. The Company has established and pursued its Sustainability Program through its Reputation/CSR/Sustainability Council. The Council is the primary leader in the Aboitiz Group for developing strategy and group - initiatives related to CSR and sustainability sets the policies and oversees the implementation of the Aboitiz Grouprsquos projects. It is committed to living the principles of sustainability as these relate to the Companyrsquos businesses. Its affiliates, SN Aboitiz Power - Benguet, Inc. and Hedcor Sibulan, Inc. lead in the countryrsquos successful registration of their hydroelectric power plants under the Clean Development Mechanism (CDM) or carbon trading by the United Nations Framework on Climate Change. This is the Companyrsquos contribution to the international response to climate change and a promotion of hydroelectric power projects as a major source of renewable energy for the country. CDM is a mechanism agreed in the Kyoto Protocol to enable industrialized countries to reduce greenhouse gas, to invest in climate change friendly projects in developing countries, and to allow them to develop emission reduction projects to earn carbon emission credits. (Visit aboitiz for the full AEV Sustainability Report) In 2015, the Company recognizes that corporate governance principles revolve around relationships between and among the many stakeholders and the goals for which a corporation is governed. The Companyrsquos principal stakeholders, the shareholders, management teams, employees, Board of Directors, lenders, financing providers and intermediaries, regulators and the community, together contribute to the successful pursuit of the Companyrsquos business goals. Good corporate governance requires policies and procedures that promote awareness and observance of stakeholdersrsquo rights at the company level. This is why the Company makes sure that its various stakeholders concerns are addressed and relationships nurtured with fairness and honestly, consistent with its mission and vision and its commitment to service. The Company formed the Reputation Steering Committee. The Committee will champion the stakeholder engagement strategy, drive the process in the Corporate and Business units, and look at best practices. At this point, the Company is at the implementation phase of the strategy wherein it will conduct stakeholder relationship management workshops to provide a deeper understanding of the principles and processes of stakeholder engagement, as well as to equip the team with the skills in understanding people and building relationship with stakeholders thru communication. The Company expects to celebrate more milestones as it pursues relentless execution of its strategic plans guided by a BetterWorld sustainability mindset: we can do well by doing good, always making the right long-term decisions that balance the interests of people, planet, and profit. We are ready to confront the challenges of a changing world ndash addressing climate change, preserving our limited resources, and creating inclusive growth for everyone. The Aboitiz Group is now at the cusp of creating shared value, redefining the role of its businesses in its communities and society-atlarge, as it aims to drive economic and social development together. While the Company will capitalize on the opportunities that comes its way, it will always stay true to its mission of creating long-term value for all its stakeholders. Relations with Shareholders, Customers, Suppliers, Business Partners and Financing Providers The Company believes in the value of its shareholders and ensures that its shareholders and investors receive timely, relevant, balanced, high-quality and understandable information about the Company. The Investor Relations Office assures shareholders and investor/shareholdersrsquo of an easy and direct access to officially designated spokespersons for clarifying information and issues as well as dealing with investor concerns. AEVrsquos commitment to its shareholders is reiterated annually through its comprehensive reports on its operations, particularly the Companyrsquos annual reports to its shareholders and through its investorsrsquo briefings, investor conferences, non-deal road shows and one-on-one meetings. The Company continually updates website content to regularly keep its shareholders updated on the latest Company developments. Customers as Stakeholder Better Customer Service In 2015, the Companyrsquos financial services group, through PETNET, Inc. significantly expanded its branch network. The existing and soon-to-open branches will be utilized to provide greater access and convenience for UnionBank and CitySavings customers. For the Companyrsquos food arm, 2015 did not come without hurdles with volatile commodity and forex markets threatening its costs and thinning out margins. The first year of the ASEAN integration has created a borderless business environment, which has increased competition, challenging its hold in the markets that it operates. However, Pilmico took these as an opportunity to be better at buying its raw materials and become a preferred brand to its customers through better products and services. Pimicorsquos new Pier 2 at its Iligan complex supplements its existing international port facility and hastens the unloading of raw materials for faster distribution of finished goods to its customers. 2015 saw City Savings Bank meeting its financial and business expectations amid intensifying competition. It continued to delight its teacher-partners and expanded to new markets through the deployment of simpler processes coupled with a superior brand of service. Moving forward, City Savings Bank will break new ground in service and technological excellence, putting into production its Loan Ranger program, bringing the bank closer to its clients. It will continue to develop its mobile platform and optimize its processes, building capacity to support its fast-growing business. In 2016, Unionbank will continue to stay grounded on its purpose as articulated in the FOCUS 2020 roadmap, that is to ldquoMake Da Diffrdquo in the lives of others by connecting and enabling communities through Smart Banking in the spirit of Ubuntu. For AboitizLand, it will continually fulfill its brand promise of creating enduring, assuring, and nurturing communities and further strengthen its relationship with customers and partners. Aboitiz Integrated Management System (AIMS) The Company successfully merged its two recognized management systems ndash Information Security Management System (ISMS) ISO 27001:2005 and the Quality Management System (QMS) ISO 9001:2008. This created a simplified and unified approach to data security, quality services and products, with the objective of attaining company sustainability, transparency, and ultimately investor and customer satisfaction. Data Center ISO Certification Promotes Quality Processes amp Stakeholder Protection The Company Data Center was certified for ISO 27001:2005 in 2009. Since then, the Company has passed its regular surveillance audits. It has continually implemented and maintained a coherent set of policies, processes and systems to manage risks of the Companyrsquos information assets, thus ensuring acceptable levels of information security risk. The Company also recognizes the need for a well-documented system for non-IT assets and processes that ensure consistency and improvements of working practices including the products and services produced. The Companyrsquos Data Center was re-certified for the 27001:2005 at the end of 2013, for which it received an ISO/IEC 27001:2005Certification on Information Security Management System from TUV Rheinland, an international certifying body based in Cologne, Germany. This was again re-certified in December 2014. The Company introduced and launched the QMS in 2011-2012 in pilot groups. The functional units underwent the preparation exercise for the ISO 9001:2008 certification. The initial pilot grouprsquos work has paved the way for better accountability and quality of the management services and business solutions provided to the Aboitiz Group of Companies. Throughout 2013 and 2014, all teams in corporate center drafted and rolled out their corresponding matrices of responsibilities, and QMS processes, as a step in improving and institutionalizing business processes and protocols. In 2015, the Company successfully completed the certification audit for ISO 9001:2008, or the QMS Certification from TUumlV Rheinland. QMS defines the process interfaces of the corporate service units with respect to with all activities of the organization, beginning with the identification of customer requirements and ending with their satisfaction, at every transaction interface. It provides consistency and satisfaction in terms of methods, materials, equipment, and other items. QMS Certification Protects Customers, Lenders and Stakeholders Rights The Company is committed under the AIMS to achieving Customer Confidence and Satisfaction, Continual Improvement, Measurable Processes, Confidentiality, Integrity, and Availability of Information. The 2015 QMS certification, which certified the Companyrsquos Treasury Group, Human Resources, Legal and Corporate Services, Corporate Finance, Group Internal Audit, Computer, IT amp Information Services Group and Accounting is the concrete way for the Company to ensure customer, lenders and stakeholder protection and satisfaction since a QMS certification requires a rigorous process and strict compliance to quality standards, processes, and customer feedback. The Treasury Department of the Company strictly adheres to its QMS documented processes to protect creditorsrsquo rights. Representatives from different departments have been sent to training on process documentation, document management, internal audit and establishing corrective and preventive actions to ensure that every team is prepared to embark on this more stringent platform. With the integration of the ISMS and QMS systems under the AIMS in every department, the Company has become more disciplined in defining precise procedures, responsibilities and documentation. The Company will also gain a better insight of the system and can identify the improvement areas easily. Through the AIMS, the Company adopted the eight management principles of Customer Focus, Leadership, Involvement of People, Process Approach, System Approach to Management, Continual Improvement, Factual Approach to Decision Making, and Mutually Beneficial Supplier Relationships. Suppliers/Contractors as Stakeholder In dealings with its customers, suppliers and business partners, the Company abides by the Fair Dealing Policy found in its Code. The basis of the policy is the Companyrsquos objective to out-perform its competition fairly and honestly through superior performance. Every employee, officer and director therefore always prioritizes the best interests of the Companyrsquos clients and endeavours to deal fairly with suppliers, competitors, the public and one another. No one should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice. In dealings with suppliers and other business partners, the Company likewise ensures that they are compliant with the laws, for example, requiring appropriate certificates of registration from the Bureau of Internal Revenue. Another example is the detachment of the Board, management and employees from any conflict of interest as mandated in the Companyrsquos Code. All directors are prohibited from participating in any Board discussion or decision affecting their personal, business or professional interests. All employees, officers and directors have an obligation to act in the best interests of the Company. Creating Shared Value The Company delivers value to its stakeholder communities where its businesses are located by focusing its corporate social responsibility activities on education, enterprise development, and environment. In times of calamities, the Company through its business units as well as through the Aboitiz Foundation, are always ready to help, aiming to be among the first to respond. The Aboitiz mindset is that rdquoWe can do well by doing Goodrdquo. The continuing journey towards an Aboitiz BetterWorld is anchored on the Aboitiz Grouprsquos sustainability mindset that ldquowe can do well by doing goodrdquo, always making the right long-term decisions that balance the interests of people, planet, and profit. AboitizPower is doing good by living out its core values of responsibility through its CSR initiatives. Over the past 26 years since the Aboitiz Foundation was established by the Aboitiz Group, it has proven its commitment to the mission of helping people help themselves and pursuing the vision to be the neighbor of choice. (See Aboitiz Foundation Annual Report and the Aboitiz Sustainability Report for details of specific programs for the communities on education, community development and environmental sustainability on the website.) The Aboitiz BetterWorld Framework serves as the Grouprsquos guide in monitoring, measuring and improving its impact on people, planet and profit. Through this, the various business units subscribe to a common set of focus areas that are applicable across the Group. These focus areas are: team member engagement and development, customer focus, disaster resilience, corporate social responsibility, carbon emissions reduction, waste management, resource efficiency, renewable energy, financial return and financial growth. The Grouprsquos performance in these focus areas are monitored and reported through its sustainability report, which uses the widely accepted G4 reporting framework of the Global Reporting Initiative (GRI). The Aboitiz Group was one of the first local businesses to support the United Nationrsquos 17 Sustainable Development Goals (SDG). Central to the new set of global goals is the idea of caring for the planet and for the worldrsquos poorest citizens, which is also at the heart of the Aboitiz BetterWorld. Whenever applicable, Group wide communications align with the SDG especially in areas where current CSR and sustainability programs can contribute to the attainment of specific SDG areas that cover, but may not be limited to, quality education, reducing poverty, zero hunger, good health and well-being, protecting life above land and under the water, climate resilience, sustainable food production and financial inclusion. 2015 Sustainability Highlights In response to the call to combat climate change, Aboitiz signed the 2015 Manila Declaration and joined the Water Alliance as one of its pioneering members. The Manila Declaration is the private sectorrsquos statement of solidarity to lower emissions, to help increase the resiliency of communities against the consequences of climate change and to address collective sustainable development challenges while embedding sustainability into its business processes. Meanwhile the Water Alliance is the sectorrsquos response to addressing the adverse effect of the El Nino phenomenon. Cleanergy is AboitizPowerrsquos brand for clean and renewable energy, providing Filipinos with more sustainable and reasonably priced power supply that leaves a lighter impact on the environment. AboitizPower is among the major producers of renewable energy in the country with close to 40 Cleanergy in its energy mix. It manages and operates 29 hydroelectric and geothermal power generation facilities. With several other renewable energy power plants in the pipeline and the addition of the 59-MWp Solar Power Project in Negros Occidental to its portfolio of renewable power generating assets, Aboitiz is delivering on its Cleanergy promise. In pursuit of its goal to leave a planet that can be enjoyed by future generations, Aboitiz Group increased its A-Park target from 3 million trees to 9 million trees, to be achieved by 2020. As the Grouprsquos contribution to the National Greening Program, a Memorandum of Agreement (MOA) with the Department of Environment and Natural Resources (DENR) was signed on July 22, 2015. This makes the Aboitiz Group as one of the biggest private partners of the government in its countrywide reforestation program. In celebration of Earth Day, the Aboitiz Group inaugurated the Aboitiz Cleanergy Park last April 23, in Davao City. The Park is a partnership between the Aboitiz Group through Davao Light and Aboitiz Foundation and its stakeholders in Mindanao that include the Davao City local government, Barangay Council of Matina Aplaya, DENR-Biodiversity Management Bureau, the academe and research communities. It is an 8-hectare outdoor biodiversity park with a diverse ecosystem, giving the public the opportunity to explore a different learning experience on environmental conservation and protection. It is a nesting sanctuary for the critically endangered Hawksbill turtle or pawikan with close to 2,000 hatchlings released to the sea by December 2015. The entire Park itself is home to 66 species making it an important marine life sanctuary in Mindanao. A nursery and botanical garden has been set up to propagate 29 native tree species. The Park is host to the automated weather station (AWS) of WeatherPhilippines Foundation (WeatherPhilippines or WPF) as part of its contribution to beefing up the disaster preparedness of Davao City. The Race to Reduce (R2R) program underpins the Grouprsquos commitment to manage its resources efficiently and minimize its operational footprint. Business units are encouraged to reduce their consumption on 3 finite resources, water, electricity and paper. In 2015, there were 261 enrolled facilities across the Group. The Wealth on Waste (WoW) is the Grouprsquos action to support Republic Act 9003 better known as the Ecological Solid Waste Management Law, which promulgates the proper management of wastes using the 3Rs ndash reduce, reuse and recycle. Twenty-three (23) business units of Aboitiz practice waste management following their respective environmental, health and safety policies. One of the WoW project which has been running for the past 4 years in Cebu City is the Green Fashion Revolution (GFR). It is an intercollegiate green design competition that challenges students to create clothing, footwear, and accessories that make use of recycled materials. The competing schools gather waste materials like flour sacks, tarpaulins, metals and papers and are used in designing their clothing and accessories collection. Last yearrsquos GFR used a total of 200 kilos of wastes gathered from the different Aboitiz business units. In January 2016, GFR was held in Manila for the very first time, bringing the Grouplsquos own sustainable fashion design competition to a national audience and engaging more young stakeholders in its advocacy for the 3Rs. With the goal of updating and standardizing the health, safety and environmental management practices of the power business units, AboitizPower launched its Safety, Health, Environment and Quality (SHEQ) Policy in the third quarter of 2015. The Policy is in response to the Project Forward program of AboitizPower, aiming to bring up its SHEQ practices to world-class standards. Ensuring sustainable entrepreneurship for farmers is at the center of Pilmicorsquos drive to be Partners for Growth. Through its advocacy program, Mahalin Pagkaing Atin (MPA), it continues its strong support for sustainable livelihood and backyard farming. In 2015, it donated 736 piglets, 215 egg machines benefitting 373 families, and conducted 20 MPA events nationwide. The event includes technical and social trainings assisting local farmers with their concerns and helping them grow their businesses. 2016: Towards Creating Shared Value As the Group pursues further growth, it is facing greater expectations to help address a variety of societyrsquos challenges, from socio-economic inequality to building resilient communities. While it is already doing many things right now, it understands that the business will also adapt to the changing needs of its stakeholders. Therefore, the Grouprsquos evolution will continue onwards to creating shared value (CSV), which is about generating value for business and society by addressing societal needs as a core part of business strategy. To bring everyone to the same level of understanding and appreciation of CSV, an executive coaching session was held in January 2015 tapping the services of Incite, a shared value advisory network and an affiliate of the Shared Value Initiative. The first run gathered the Reputation Council and other senior executives of the different strategic business units. An expanded second run will be held in March 2016 as part of the corporate governance training of the Board of Directors. The updated coaching sessions will likewise be participated by senior officers and executives of the Group, this time with the goal of leveraging the benefits of the CSV framework in business strategy formulation. The Group is looking at Pilmicorsquos Mahalin Pagkaing Atin campaign, WeatherPhilippinesrsquo WeatherWiser Nation campaign, AboitizPowerrsquos Cleanergy brand and CitySavingsrsquo teachersrsquo loan program as nascent CSV models in Aboitiz Parallel to this, the Group wide CSR strategy for 2016 will see the building up of its earlier efforts to bring the practice of CSR to level 2.0, following the strategic pillars of the Aboitiz Foundation, namely: program development, stakeholder engagement and capability building. This embeds CSR and sustainability deeper into the organizational culture. The R2R program under the focus area on resource efficiency will be further enhanced in 2016 to highlight how important managing the planetrsquos limited resources is at the team member level. Bringing down the conscious practice of conserving electricity, water and paper help Aboitiz team members become more aware of their capability to contribute to the global climate action. A pocket of events will be implemented such as the Water Conservation Challenge, Earth Hour participation, and No Impact Week. The Significant Energy Users study done by students from the University of Santo Tomas will be the basis for the formulation of resource efficiency policies and guidelines. In the area of disaster resilience, WeatherPhilippines will engage more partners to to help build a WeatherWiser Nation. Platinum Donors agreed to increase their annual donation to P3.5 million each to support the initiative. To encourage more partners to invest on weather technology and knowledge, it will institutionalize value-adding development initiatives for donors, sponsors and LGU partners. It will fully utilize its communication platforms to seamlessly provide localized weather information for the Filipino public, from its free mobile application to the weather 101 videos available for viewing in its website weather. ph and Facebook page. Gearing up for Sustainable Growth The Aboitiz Group takes to heart a time-honored mission ndash to create long-term value for all its stakeholders. The Group will need to gear up for the challenges of a world facing environmental challenges and social inequality. Through Aboitiz BetterWorld, the Group has already laid down the foundations to take on these challenges, ready to embrace and live out the determined belief that it can do well by doing good. Community Interaction Corporate Social Responsibility Commitment The Aboitiz Grouprsquos commitment to sharing with the less fortunate is a philosophy that traces its roots over a century ago when its forefathers first established their business in Leyte. This legacy continues and is being passed on through generations of its corporate history. Since the 1980s the Companyrsquos initiatives have evolved from a CSR 1.0, which involves simple philanthropic activities, to a CSR 2.0, which engages projects that are more sustainable for its beneficiaries and at the same time aligned to its businesses. Moving forward, it intends to carefully select projects that would help it reach its goal of achieving CSR 2.0. As the Aboitiz Group businesses continue to grow, the Companyrsquos role is to lead by doing good and making a difference. It takes on bigger challenges as it move towards the next level of CSR and sustainable development. The programs have evolved to deliver longer-term benefits, involving bigger projects with positive sustainable impact of national scope, and stronger stakeholder engagement. Now, the Companyrsquos CSR efforts are focused on education, enterprise development, environment, and health and well-being. The Company continues to address the social and economic development needs of the less privileged through community empowerment activities through The AboitizFoundation and through its business units. The Companyrsquos business units have been able to obtain the Free Prior and Informed Consent from the Indigenous Communities in areas where its power generation companies operate because of the well-entrenched corporate social responsibility programs of the group. The Company prioritizes programs in education, such as but not limited to, scholarship plans, construction or renovation of school buildings, and computer and library kit donations. These programs help improve the learning development of students from all levels in the community. It implements programs that promote environmental preservation as well as social and economic development in the communities where its business units operate. As part of its CSR, the Company also engages in enterprise development, microfinance operations and primary health and child care services to improve the quality of life of its beneficiaries through the AboitizFoundation. (Visit aboitizfoundation. org for the 2015 AboitizFoundation Report.) In 2015, the Department of Education recognized the Aboitiz Group as its biggest private partner not only for its Adopt-A-School program but also across all its education-related initiatives. The Company firmly believes that education is where it can create the greatest impact and thus, it will pursue and advance its efforts in this area because a better-educated youth means a better Philippines. Rebuilding Public School Classrooms In 2015, the AboitizFoundation repaired and constructed a total of 57 classrooms. Through the help of the Aboitiz grouprsquos distribution utilities, the AboitizFoundation have also rewired 1,741 classrooms in 2015. The aim is to make old schools safer by replacing the old wires. Since 1998, Aboitiz Foundation has built a total 890 classrooms. Aboitiz and AGAPP have spent over P124 million to build 216 Silid Pangarap classrooms in 108 schools nationwide, benefitting 40,320 preschoolers since 2011. AEV and AboitizPower team members participated in these CSR efforts. Brigada Eskwela and Adopt-a-School-Program. The Brigada Eskwela, is a nationwide effort to clean-up and repaint public school buildings geared towards helping improve basic education. The Grouprsquos regular Adopt-a-School Program, brings its professional volunteers to public schools to teach public school students outside formal classes. These programs and activities are in addition to following scholarships granted by the AboitizFoundation to students across the country. In 2015, the AboitizFoundation have supported 3,302 scholars. These scholars come from all levels: pre-school, elementary, secondary, tertiary, post-graduate, and technical vocational. To date, Aboitiz Foundation supported a total of 29,842 scholars. Environment Reforestation Program In June 5, 2015, AboitizFoundation signed a partnership with the Department of Environment and Natural Resources, which enrolled its A-Park trees under its National Greening Program. The Aboitiz Group is now the agencyrsquos biggest partner in its nationwide reforestation program. The Aboitiz Group have already planted 3.8 million trees as of December 2015 and its target is to plant 6 million more by 2020, or a total of 9 million trees planted by 2020, firming up its commitment to build a BetterWorld through sustainable environmental practices. The seedlings planted are mostly of native or indigenous species as well as of the fruit bearing variety. This supports Aboitiz Grouprsquos policy of sustainability of businesses being an integral part of the way the Company conducts its businesses in its host communities. An ingrained CSR agenda is part of the Companyrsquos contribution to enriching the lives of its neighboring communities as well as a legacy to the country. (See AboitizFoundation Annual Report at aboitizfoundation. org) Cleanergy Center ndash A renewable energy learning facility The AboitizPower maintains two Cleanergy Centers at the MakBan Geothermal Complex in Bay, Laguna. The center aims to firm up its long standing commitment to responsible energy development and education in the areas it operates. The Cleanergy Center taken from the words ldquoclean energyrdquo and named after AboitizPowerrsquos brand for clean and renewable energy mdash is the countryrsquos first renewable energy learning facility. The Cleanergy Center is being maintained by AP Renewables, Inc. It provides environmental awareness and enery education through the use of audio visual presentations, interactive displays, and a tour of a working geothermal plant. Cleanergy Biodiversity Park Davao Light, in partnership with the Aboitiz Foundation, launched a biodiversity park focusing on turtle management and habitat conservation mangroves and coastal forest development and preservation with information tagging seedling nursery and botanical garden weather station observatory and marine species breeding and preservation. The Aboitiz Cleanergy Park is an 8-hectare property owned by the Aboitiz Group located at Sitio Punta Dumalag, Matina Aplaya, Davao City. The parkrsquos premises and its surrounding areas have a rare and diverse ecosystem consisting of a mangrove forest, coastal forest, marine turtle habitat and nesting area, shoal, coral reefs, see grasses and a fish sanctuary. This area has been declared as a protected marine area. A a scientific baseline research and biodiversity assessment was conducted by a group of professors from University of the Philippines Mindanao and the University of South Eastern Philippines to ensure sustainability of this ecosystem. The research project covered the following: (1) turtle habitation behaviors and habitat conservation (2) biodiversity assessment and baseline inventory of thriving species (3) impact of human settlement and activities surrounding the site (4) overall ecological status and (5) recommendations for resource management and biodiversity enhancement. Early in 2015, Davao Light provided a turtle sanctuary view deck, a mangrove boardwalk, a weather station and learning center, and a seedling nursery and botanical garden to enhance the visitorrsquos learning experience. In May 2015, Davao Light employees conducted a tree planting and coastal clean - up activity at the Cleanergy Park in Davao City. The park hosts educational tours to many students. Wildlife Preservation As part of the Aboitiz Grouprsquos commitment to nurturing the environment and conserving the Earthrsquos diminishing resources, AbotizPower adopted a female Philippine Eagle, and named her Pangarap or Hope. Pangaraprsquos home is at the Philippine Eagle Center in Calinan, Davao City. By providing Pangarap food and shelter, the group hopes to protect the Philippine Eagle, one of the most endangered species in the world. It is the hope that Pangarap can successfully give birth to offsprings in the future, and contribute to saving the Philippinersquos national bird from extinction. EMS Certification of Hydroelectric Power Plant In March 2014, Ambuklao Hydroelectric Power Plant which is owned by the Companyrsquos affiliate, SN Aboitiz Power-Benguet (a joint venture between SN Power Norway and AboitizPower), secured a favorable certification audit for its Environmental Management System (EMS) conducted by TUV Rheinland. An EMS certification indicates a companyrsquos commitment to monitoring, managing and improving its environmental performance, which means that the company has identified significant environmental aspects of its operations and that it is taking steps to manage them through effective means. The Companyrsquos affiliates, the SN Aboitiz Power Group, also implemented a wide range of CSR projects. The CSR projects consisted of various types of projects that focused on their host communitiesrsquo needs. The wide array of projects included medical, health and sanitation related projects, construction of disaster preparedness facilities, educational buildings, and of road and bridges infrastructure, environmental projects, water system projects, and barangay and community halls. Total project cost is estimated at about 22 mn. In May 2014, AEVrsquos subsidiary, Pilmico Foods Corporation, launched its ldquoMahalin Pagkaing Atinrdquo advocacy program in support of backyard farmers. Although initially launched in disaster - stricken areas of Ormoc, Cebu, Bohol, and Tacloban, the programrsquos thrust is to go beyond providing rehabilitation and livelihood programs for backyard farmers. Last August 28, 2014, the Company organized the Sustainability Forum participated by Sustainability Stewards and Sustainability Council members. This annual forum is conducted to sustain the Grouprsquos momentum and build on sustainability successes and practices. Invited guest speakers talked about effective Strategies for Sustainability Communication and Embedding sustainability in Business Processes and Corporate Culture. The Company continues to reaffirm its commitment to do its share to protect and enrich this Planet Earth and to uplift the well-being of our communities through the implementation of the various sustainability and CSR projects, whether as lead company or through its subsidiaries and affiliates. The Company is constantly finding efforts to ensure that its value chain is environmentally friendly and is consistent with promoting sustainable development. Enterprise Development The AboitizFoundation continue to partner with different cooperatives in implementing various small-to-medium livelihood projects nationwide. As an accredited technical training provider, the Foundation also conducts skills training for cooperative members to ensure the long-term viability of their entrepreneurial pursuits. Through the years, the Foundation has helped 23,118 beneficiaries through the help of 91 partners. It has approved approximately P164 million worth of microfinance loans. Record Release of Benefits to Host Communities In 2014, the Companyrsquos distribution utility businesses obtained on behalf of its rural communities in their franchise areas, a record release of funding under Energy Regulations 1-94 (ER 1-94). ER 1-94 funds is a trust fund collected by the Department of Energy (DOE) from generation and distribution companies for the benefit of the environment and the host communities. The funds consist of, among others, funds for the livelihood of communities and for rehabilitation of the environment. Release of the funds is at the sole discretion of the DOE, upon application by the host communities. Twelve (12) Barangays in Visayan Electric Companyrsquos franchise area benefited from a 24 million funding. In Davao, 79 rural projects worth 37.2 million were completed by Davao Light from the ER 1-94 funding, benefiting a total of 1,450 households. The release was worked on and assisted by the Company. In a nutshell, the Companyrsquos Compliance Committee with health, safety and environmental standards is aligned to its Sustainability Program. (See aboitiz for Sustainability Report) Health and Well-being Weather Awareness and Education WeatherPhilippines Foundation, Inc. (WPF) continued to conduct its Weather 101 and Tropical Cyclone 101 trainings for private organizations to increase peoplersquos knowledge of weather for timely response to adverse weather conditions and climate changes. WPF also organized numerours trainings for the Companyrsquos subsidiaries and affiliates, including WPFrsquos partners, Visayan Electric Company, Davao Light and Power Company, Inc. Cotabato Light and Power Company, SN Aboitiz Power Group and the Center for Disaster Emergency Response. The Company, through WPF, now provides accurate, live weather forecasts throughout the entire country. (See WeatherPhilippines website at weather. ph) On June 2015, WPF launched its Mobile Application which is downloadable for free from Google Play and App Store application. The application provides accurate and localized weather information and a 5-day forecasts for each location. WPFcontinues to expand its network of Automated Weather Stations (AWS) nationwide. As of December 2015, WPF were able to deployed 777 weather stations across the Philippines. WPFrsquos platinum donors have agreed to increase their annual donation to 3.5 million each to support the foundation. This generosity and support will enable the foundation to sustain its operations and knowledge-sharing initiatives over the next 10 years. WPF enables businesses to utilize weather technology and knowledge for business continuity and operations management. WPF also enhances the private sectorrsquos disaster-risk reduction capability through weather information and training. WPF will continue to provide timely and up-to-date weather reports to all its stakeholders via all its digital channels: Website, Mobile Application, Email and in Social Medias. Medical Missions In 2015, Aboitiz Foundation conducted several medical, dental, and optical missions in various missions in communities nationwide that benefited 15,780 patients. In partnership with the provincial government, SN Aboitiz Power Magat, Inc. and other organizations conducted the Handog Kalusugan 2015: Doctors to the Ifugao Barrios. VECO also conducted a dental and medical mission in Budlaan, one of Cebu Cityrsquos mountain barangays. Weather-related Disaster Risks Forecasting The Aboitiz Group is working together with donors in the private sector, to support the Philippine Government in its efforts to reduce weather-related disaster risks in the country through Weather Philippines Foundation. The Aboitiz Group co-founded WeatherPhilippines to operate a premiere weather forecasting system across the country with the installation of automated weather stations (AWS) across the country. WPF secured its accreditation from the Philippine Council for NGO and from the Bureau of Internal Revenue as a donee institution in 2014. In 2015, WPF completed the installation of more than 700 AWS across the country. Through these weather stations, WPF provides accurate and reliable weather forecasts throughout the whole country. The ultimate goal of WPF is to complement the Department of Science and Technologyrsquos Project NOAH (Nationwide Operational Assessment of Hazards). WPF also operates a portal, ldquoweather. phrdquo featuring a wealth of weather information transmitted through telecommunications and other multi-media accessible to all persons. The portal is continually upgraded to include integration of the severe weather warning map with color - coded alerts, integration of the severe warnings on the detail weather page, and activation of two weather models for better forecasting. Programs Committed to Environment and Sustainability AboitizPower subsidiary Therma South, Inc. for instance, is working on the implementation of an Environmental Management system and attaining ISO 14000 Certification by 2015 as part of this commitment. In pursuit of striking a balance between economic growth and sustainability, the Company implements programs that promote environmental preservation, such as the Mt. Apo Natural Park rejuvenation projects, and social and economic development in the communities where its businesses operate through the Aboitiz Foundation. The Companyrsquos business units also implement their unique programs designed to make their operations more cost-efficient at the same time foster meaningful and long term partnerships with their host communities. The disbursement of record amounts of ER 1-94 funding for the local communities by the utilities in 2014 also shows the Companyrsquos commitment to its host communities. The Company not only respects sustainability of the environment and natural resources, but also considers the immeasurable legacy and culture of indigenous peoples with its celebration and preservation of indigenous peoplesrsquo cultural activities. The policy of sustainability of businesses is now part of the Companyrsquos corporate governance culture. The Company continues to engage in activities leading to sustainable development such as Race to Reduce and Participation in the annual to Earth Hour. (Visit aboitizpower for the full 2015 Sustainability Report) The Company believes that for it to continue to grow and flourish, it has to operate within a rational financial model, with a collaborative community, and within sustainable ecological framework. As the Company looks to the providing better solutions for a better future, it remains cognizant of its power to uplift the future of its host communities. Anti-Corruption Policy As a publicly listed company, AEV is subject to numerous stringent laws and regulations. All Company employees are made aware of their responsibility to know and understand the laws applicable to their respective job responsibilities and are directed to comply with both the letter and the spirit of these laws. All employees are expected to behave properly within the bounds of law and are also cautioned to avoid any appearance of impropriety. The Company ensures that all stakeholders are aware of these various laws operating within its own environment, and adopts policies to encourage participation and prevent any violation of these laws. One such policy is the non-acceptance of gifts from persons who have beneficial relationship with the Company. The Company makes it a point that employees know that gifts and special favors may create an inappropriate expectation or feeling of obligation. It is a policy of the Company that business gifts to, and entertainment of, non - government employees in connection with business discussions or the development of business relationships are only appropriate if they are in the ordinary course of business and their value is modest. In dealings with suppliers and other business partners, the Company likewise ensures that they are compliant with the laws, for example, requiring appropriate certificates of registration from the Bureau of Internal Revenue. Another example is the detachment of the Board, management and employees from any conflict of interest as mandated in the Companyrsquos Code. All directors are prohibited from participating in any Board discussion or decision affecting their personal, business or professional interests. All employees, officers and directors have an obligation to act in the best interests of the Company. The Companyrsquos Code of Ethics and Business Conduct, as well as other internal policies, not only require a disclosure of conflict of interest but also require a behavior to refrain from entering into transactions of the Company. All employees are required to take a corporate governance e-learning course dealing with the Companyrsquos governance policies. At the Board level, directors are encouraged to disclose and refrain from participating or voting on matters that affect their personal, business or professional interests that are likely to give rise to conflicts of interest situation. All employees, officers and directors have an obligation to act in the best interests of the Company. Safeguarding Investorsrsquo and Creditorsrsquo Rights It is the Companyrsquos policy to safeguard and protect creditor rights through prudent financial management of the Company, through transparency of its financial status, compliance with financial covenants, and strict adherence to the Companyrsquos commitment to fulfilling its financial obligations. The Companyrsquos Treasury Services Group (TSG) is primarily responsible for addressing the Companyrsquos short and long term funding requirements. These requirements are geared towards a sustained growth of the Company for the expansion of its business operations and pursuing new projects and acquisitions. TSG adopts best practices in cash management, funding and loan structuring. To ensure the long term viability of the Companyrsquos business and to safeguard creditorrsquos interests, the TSG manages liquidating risks and maturing loan payment schedule risks through strict adherence to loan agreement covenants (financial and non-financial). The Company maintains close relationships with counterparties that are strong financial institutions (local and foreign). ISO Certified Treasury Protocols for Safeguarding Creditorsrsquo Rights The recent ISO 9001:2008 certification of the Company on quality management systems requires that the TSG strictly follows its QMS financial risk management policies and protocols on: external placements, Standby Letters of Credit, Letters of Credit, Forex Trade, Interest Rate hedging and forwards, cash management, Loan portfolio management, Financial Information Management, Credit Facility Management, Treasury Operations Cash position, cashier cash position, check supply inventory, petty cash fund management and checkwriter processing, monitoring of financial ratios under loan covenants of the Companyrsquos and that of its BUs. These protocols and procedures promote financial discipline and controls that in turn protect creditorrsquos and shareholders rights. The Company through the TSG regularly holds a dialogue with its creditors and lenders. Every year, the Company organizes a Bankerrsquos Night where senior officers of the Company meet the lenders for informal talks on any matter. TSG also maintains open communications with its lawyers, its lenders and regulatory authorities (such as BSP and SEC). It provides its lenders with timely disclosures of all of the Companyrsquos disclosures to PSE, PDEx, and SEC to its lenders. It also monitors the single borrowersrsquo limits of the Company in relation to its lenders. Timely and Factual Disclosures TSG also maintains open communications with its lawyers, its lenders and regulatory authorities (such as BSP and SEC). It provides its lenders with timely disclosures of all of the Companyrsquos disclosures to PSE, PDEx, and SEC to its lenders. It also monitors the single borrowersrsquo limits of the Company in relation to its lenders. In dealings with its customers, suppliers and business partners, the Company abides by the Fair Dealing Policy found in its Code. The basis of the policy is the Companyrsquos objective to out-perform its competition fairly and honestly through superior performance. Every employee, officer and director therefore always prioritizes the best interests of the Companyrsquos clients and endeavours to deal fairly with suppliers, competitors, the public and one another. No one should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice. Transparency of Financials for Creditors Its commitment to its shareholders is reflected in the Companyrsquos comprehensive reports on its operations, particularly its report to shareholders in the Aboitiz Integrated Annual Report. Its senior financial officers, executive officers and directors endeavour to inform and assure shareholders of the timely discharge of financial responsibilities through the Aboitiz Integrated Annual Report of the Company. The Audited Financial Statements of the Company give a clear view of the Companyrsquos financial condition. All pending legal and tax proceedings, tax assessment notices, and voluntary assessment program or tax relief availment that are potentially material to AEVrsquos business are disclosed through the Legal Proceedings section of the Information Statement of the Company. PRS Aaa Rating for Company Debt As proof of the importance given by the Company to its creditorsrsquo rights, the Company secured the highest rating from local debt watcher Philippine Ratings Services Corporation for its issuance of pi10 bn corporate bonds in 2013. The highest rating, rated as ldquoPRS Aaardquo, means that the obligation is of the highest quality with minimal credit risk, an indication of the extremely strong capacity of the Company to meet its financial commitment on the obligation. In 2014, its subsidiary, AboitizPower issued a P10 bn fixed rate retail bond offer to the public also with a ldquoPRS Aaardquo rating from PhilRatings. Investor Relations Activities The Investor Relations Office conducted investorsrsquo briefings in March 11, 2015, May 8, 2015, July 30, 2015, October 28, 2015 providing forums for investors to discuss the Full Year 2014 Financial Operating Results, First Quarter 2015 Financial and Operating Results, Second Quarter 2015 Financial and Operating Results and Third Quarter 2015 Financial and Operating Results, respectively. The Investor Relations Office also regularly organizes Analysts Briefings where the CFO and other key officers discuss not only financial strategies but also directions and current issues affecting the Company. Compliance with Health, Safety and Environmental Laws The Companyrsquos power generation and distribution operations are subject to stringent safety, health, environmental and other regulatory standards. For the year 2015, the Company, its subsidiaries and affiliates were fully compliant with the legal standards. AboitizPower and all its generation companies and distribution utilities were granted Certificates of Compliance from the relevant governmental agencies and bureaus requiring certification. The business units of the Company are committed to the needed expenditure and compliance requirements on occupational health and safety measures. The Company has a good reputation in the operation of its businesses with none or limited accidents, a clear demonstration of how the Company values health and safety measures in the work environment. Existing regulations, in particular the DOErsquos Energy Regulation 1-94 (ER 1-94), require the business units of the Company to allocate funds for the benefit of host communities. Compliance with the mandatory provisions of law is not only for the protection of the natural environment, but also for the upliftment of the neighbouring communities as well. The Companyrsquos subsidiaries have gone beyond mere compliance with these regulatory requirements on these benefits to host communities as well as on health, safety and environmental laws. Dedicated CSR and Sustainability Report The Company began reporting its sustainability initiatives from a group perspective in 2009. Through the years, the company has communicated its commitment and initiatives on corporate governance and sustainability to engage team members and external stakeholders. Through its lsquoBetterWorldrdquo campaign, Aboitizrsquos sustainability program aims to increase awareness among stakeholders about its existing initiatives supporting the triple bottom line of people, planet, and profit. The Company also maintains a dedicated CSR website through the Aboitiz Foundationrsquos website as well as a separate web page for sustainability. (Visit aboitizfoundation. org and aboitiz. com/sustainability-csr for the full CSR and Sustainability Report.) Stakeholdersrsquo Opportunity to Obtain Effective Redress for Violation of Rights The Investor Relations Officer and the Office of the Corporate Secretary have an established communication strategy and protocols to promote effective communication and liaison with shareholders. The Companyrsquos Investor Relations team provides a venue for shareholders to air out concerns, comments, and complaints for possible violation of their rights through company websitersquos ldquocontact usrdquo page. It also ensures that investors/shareholderslsquo queries are responded to within three to five business days from date of query. The Company welcomes suggestions, comments, and complaints from stakeholders through the Aboitiz website, aboitiz under the Contact Us page. There have been no major grievances for any alleged violation by the Company of shareholdersrsquo. Employees as Stakeholder To Build Human Capital is a strategic pillar of the Company that also resonates across the entire Aboitiz Group. The Company committed to fully engaging all its employees through innovative benefit schemes and skills and behavioural training. The Aboitiz employee benefit package aims to foster a culture that recognizes rewards and celebrates the Aboitiz values and culture across the group. The Companyrsquos HR Department recently launched an Inspired by Passion campaign to provide an organized and purposive framework for all HR Initiatives and promote a thematic communication plan coming from the HR pillars of Attraction, Retention and Optimization. The Company is committed to addressing its employeesrsquo four basic needs in the organizations. The Corporate HRrsquos mission is to ldquoTo Attract, Retain and Optimize our A-people and constantly adding value to our businessesrdquo. This mission aims to expand the Companyrsquos reach to identify talent and to continue to develop the Aboitiz Talent Management Program. In 2014, in pursuit of its strategic objective to attract, retain and optimize A-People, the Companyrsquos HR team cultivated ldquoThe Aboitiz Wayrdquo values, culture and CSR components through the BetterWays forum, the Recognition Night, the Trivia Night, Company Sports Fest, Family Day Movie Viewing, Brigada Eskwela, Christmas Outreach, Christmas Tree Lighting, Christmas Party and the group-wide tree planting. In 2015, the company introduced BetterMe, a new program under the departmentrsquos forward looking human resource management strategies. This new program is a self-driven career management program that allows team leaders and members to take ownership of their career development in the organization. The program has four simple steps that will guide towards achieving their career goals: 1. Discover My Strengths 2. Set My Career Goals 3. Plan my Development 4. Monitor My Progress. In response to the changing need for gender equality in the workplace, the Company makes sure that there is no discrimination for all types of employees based on the gender. The employees are hired and promoted on the basis of their qualifications, experiences, capabilities and merits relating to the performance of their jobs and not on the basis of gender or sexual preferences. The table below shows the gender mix of female employees and male employees in the Company for the year 2015, indicating a fairly equal representation: The Company believes in inspiring our employees, developing their talents and recognizing their value as business partners. The contribution of every employee is important to the fulfillment of the Companyrsquos goals, consistent with the Aboitiz core values, such as respect for individuals and diverse cultures. The Company is committed to a workplace in which all individuals are treated with dignity and respect. The Code of Ethics and Business Conduct also promotes a safe and healthy working environment, an environment that provides equal employment opportunities and prohibits discriminatory practices. Employeesrsquo professional and personal growth is of paramount concern to the Company and the Company is keen to provide opportunities to deepen employeesrsquo understanding of the Companyrsquos value-creation proposition. The Company cultivates a culture of life-long learning through high value, relevant, quality training programs designed to support employee career development path and personal growth. Exemplary performers are nurtured through a talent management program designed for the development of the next generation of corporate leaders. Corporate HR has a Key Talent Retention Program for succession planning. The Company maintains robust and open lines of communication between Management and employees and between and among the Board of Directors and the management team of the business units, allowing AEVrsquos employees to interact with top executives in the organization and provide opportunities for leadership role models and mentoring. This allows a free exchange of ideas and shared experiences, promoting teamwork, collaboration, cooperation, innovation and diversity within the organization. The Company holds an Annual Coffee with the President participated by all employees and officers as a venue for a cascade of managementrsquos visions and for an exchange of ideas with the CEO of the Company. The Chairman of the Board and the CEO also organize regular formal and informal get together with the Board of the Directors and key officers across the Company and the business units providing invaluable interaction between the Board and the management team leaders. Compliance with Employee Health and Safety The Company is committed to the health, well-being and safety of its employees and has policies and benefits relating to these matters. The Company establishes a working environment wherein employees can freely communicate their concerns about legal and unethical practices or behavior. The functions of the Compliance Officer, the Chief Legal Officer and the Legal and Corporate Services Team include providing the forum for checking, reporting and investigating any unethical behavior. The Company has a Whistle Blowing Policy where all employees are provided the avenue to report unlawful or unethical conduct directly to the President or Chairman of the Board of Directors, in addition to other available avenues such as the employeersquos immediate supervisor, the HR Department, and the Legal Department. This policy does not allow for any kind of retaliation for reports or complaints by employees regarding the misconduct of others that were reported in good faith. The Company considers the protection of employees from retaliation as vital to its continued success. The Policy can be viewed on the Companyrsquos website. Balanced Scorecard for Performance The Chief Strategy Officer oversees the performance monitoring of AEVrsquos teams and service units through the bi-annual review of the Teamrsquos performance scorecard on the teamsrsquo strategic initiatives. The review of the 2015 Performance Scorecard is made at the start of 2016. The rationale for the scorecard is the conviction that adoption of challenging, stretched but realistic goals improve the quality of the organizationrsquos capability to support the Companyrsquos businesses, promotes the core values and the leadership dimensions, and the marshalls the overall group effort in the execution of corporate strategies. These corporate strategic goals and the initiatives of all departments in meeting these goals represent non-financial performance indicators of the Company. The Company believes that its overall growth, sustainability and successful pursuit of corporate objectives promote a great organization that is able to strive and thrive in changing business environments. The Productivity Scorecard is a means of measuring the performance and achievement of team goals and the basis for an annual productivity bonus for team members and team leaders. Companyrsquos Health and Sports Initiatives Employee Medical Plan The Company maintains a self-insured medical plan for employees that covers more than the required needs of an employee, while an HMO plan for employee dependents has a coverage that is equal or above its peers in the market. More importantly, through its health benefits and initiatives, the Company encourages employees to maintain their good health and well-being. To supplement this drive, the Company funds the teamrsquos annual medical check-up. In 2015, 155 of Companyrsquos team leaders and team members availed of the Companyrsquos medical benefits. 95 of the team members were able to avail of the Good Health Bonus, a reward for keeping oneself healthy, for staying healthy. The safety of the employees are also at the forefront of the crisis and disaster management program of the Company. Through the leadership of the Risk and Reputation Management Team, a well defined emergency response plan and procedure have been put place by the Company. Training and Development Corporate HR has a Universal Training Passport program for all employees, which include the Seven Habits of Highly Effective People, Creating the Future Organization, Basic Quality Awareness, Working Program, to name just a few technical in-house training skills. The Company adheres to a merit - based performance incentive pay compensation package that includes some form of employee stock ownership plans, merit increase schemes and the productivity bonus to reward team performance. The Company offers not only statutory benefits but also additional internal benefit programs to enhance the quality of life of our employees. In 2015, the Company achieved a 94 compliance rating for employee trainings within and beyond its universal training program. The Company had a total of 247 employees with average training hours of 33.26 hours per employee. This equates to a total of 8,214 training hours for the Companyrsquos employees for 2015. In 2014, Corporate Center HR focused on the some of the following strategic initiatives as part of its performance scorecard: building a best in class talent management solution platform through the implementation of Employee Central, a Career Worksheet, optimizing social media platform (such as career and professional websites), creation of an Individual Development Plan Library, and assisting Team Leaders to better embrace their HR Role as a Leader. More significantly, the HR team worked on bringing leadership development to the next level through the completion of the Leaders Journey 1, the Aboitiz Way launch in July 2014, the business units Communication Cascades, the Coaching and Mentoring Course Design development, the Stepping Stones in Progress program, the Better Ways and Better Me program and the business unitsrsquo Leaders Journey Clusters. The Leaders Journey clusters started with the Leadership Circle Program designed by Catalyst Leadership. The program created leadership circles within the Aboitiz Group. The aim was to shape and develop the creative leadership competencies that are characteristics of a high performing world class organization. The leadership circles then agreed on six leadership dimensions that would define the way Aboitiz leaders lead. These dimensions are: Mentoring and Developing Fostering Teamwork Courageous Authenticity, Achieving Results, Sustaining Growth and Integrity. In 2015, the Companyrsquos food arm, Pilmico launched Project Me, a self-driven career management program. It aims to build better leaders with team members taking charge of their own development through continuous education, experiences, and exposure. Project Me was supported by the launch of AHEAD, the Pilmico Learning Hub. The Farm Academy was the first module rolled out under AHEAD in 2015. It featured a structured and purposive developmental program dedicated to continuous learning, education, and competency building of our team members in the areas of veterinary medicine and farm management. The Companyrsquos ability to select the right talent and develop its employees are keys to its success. In 2015, we launched the Pilmico Junior Veterinary amp Animal Science Congress, the first of its kind in the industry, which gathered 40 of the brightest veterinary medicine and animal science students in the country. This is one of its talent attraction programs for our Farms and Feeds businesses to support their aggressive expansion plans. Emotional Safety and Integrity of Employees The Company establishes a working environment wherein employees can freely communicate their concerns about legal and unethical practices or behavior. The functions of the Compliance Officer, the Chief Legal Officer and the Legal and Corporate Services Team include providing the forum for checking, reporting and investigating any unethical behavior. The Company has an existing Whistleblowing Policy to encourage all employees and other stakeholders to report illegal and unethical practices in the Company directly to the President or Chairman of the Board of Directors, in addition to other available avenues, such as the employeersquos direct supervisor, the Legal Department, or the Human Resources Department. AEV supports the disclosure of these practices as the Company believes it will support and further strengthen its competitive advantage. This policy does not allow for any kind of retaliation for reports or complaints by employees regarding the misconduct of others that were reported in good faith. DISCLOSURE AND TRANSPARENCY Transparent Ownership Structure According to the share register kept by Stock Transfer Service, Inc. the Companyrsquos stock and transfer agent, as of December 31, 2015, the Company had 9,328 shareholders. Aboitiz amp Company, Inc. owned, as of the same period, 2,735,600,915 shares or 49.25 of the 5,554,266,807 the total outstanding common shares entitled to vote. Of the publicly-held shares, 21.14 are owned by institutions and/ or are nominee-registered (11.30 Filipino amp 9.84 Foreign), i. e. held of record by banks, brokers and/or nominees, such as the PCD Nominee Corporation. This means that the actual shareholder is not reflected in the share register or included in shareholding statistics. Although the Company has exerted efforts to reach the ultimate shareholders, the result of having these shares in PCD Nominees is that the ultimate shareholder of such nominee-registered shares may likely not participate in shareholder votes and other actions, unless otherwise represented. Aboitiz amp Company, Inc. is a private company held by 232 shareholders as of December 31, 2015. While strictly speaking it is not a ldquopublicly-held companyrdquo within the definition of the Securities Regulation Code, it is effectively a widely-held company with a sizeable shareholder base requiring its own corporate governance rules. Monitoring of Insidersrsquo Share Ownership While the Company encourages stock ownership by employees, to ensure ethical conduct, the Company through its Legal and Corporate Services and Board Secretariat, monitors the share ownership of directors, executives, officers and management team through the regular SEC disclosures of beneficial ownership (SEC Form 23-B), and further monitor compliance through the implementation of the Companyrsquos Insider Trading Policy and Trading Black-out dates. The Company is committed to elevating its standards of disclosure and transparency and the quality and depth of its corporate governance practices to enable the investing community to understand the true financial condition of the Company. Through the Investor Relations Office, the Office of the Corporate Secretary, the Annual Report, Aboitiz Integrated Annual Report, the Company website, the Companyrsquos Information Statement and all disclosures to the PSE, PDEx and SEC, the Company publishes timely material information on all matters regarding the Company, including, the financial situation, performance, ownership, and governance of the Company. Regular disclosures include details of the Companyrsquos subsidiaries, associates, joint ventures and special purpose vehicles, if any. There are no special arrangements enabling certain shareholders to obtain a degree of control disproportionate to their equity ownership that needs to be disclosed. Identity of the Beneficial Owners Holding 5 or More Disclosure of Direct and Indirect Shareholdings of Major/Substantial Shareholders The Company periodically submits to the PSE a public ownership report detailing the extent of ownership of controlling shareholders, including the shareholdings of their subsidiaries and affiliates, and that of the Directors and Management. It submits to the PSE and PDEx a list of its top 100 shareholders every quarter. The Company also discloses its top 20 shareholders, including shareholders of record and beneficial owners owning more than five percent of the Companyrsquos outstanding capital stock, and shareholdings of its Directors and Officers in the Companyrsquos Information Statement, and sends this out to shareholders annually. The Company, however, has no control over outside shareholders who may choose to put their shares under nominee holding companies such as the PCD Nominee Corporation, and is thus unable to make any disclosure on details of that ownership. As disclosed in the Companyrsquos Definitive Information Statement, as of March 28, 2016 the identity of the beneficial owners of AEV owning 5 or more are as follows: PCD Nominee Corporation (Filipino and Foreign) is not related to AEV. The beneficial owners of the shares held through a PCD participant are the beneficial owners thereof to the extent of the number of shares registered under the respective accounts with the PCD participant. AEV has no record relating to the power to decide how the shares held by PCD Nominee Corporation (Foreign and Filipino) to be voted. Of the 627,519,566 shares held by PCD Nominee Corporation (Filipino), at least 345,287,457 share or 6.22 of the voting stock of AEV are for the account of Papa Securities Corporation (PapaSec). AEV is not related to PapaSec. Disclosure of Direct and Indirect Shareholdings of Directors and Senior Management The Company discloses beneficial ownership in its Annual Corporate Governance Report to the SEC including trading of Company shares of its directors and key officers. Non-compliance with the policy may carry criminal and civil liabilities as well as reputational damage to the Company, the Board, the Management and the Office of the Compliance Officer strictly enforce compliance with the Trading Policy. The Company has an existing policy requiring the Board of Directors and the officers to report to the Office of the Corporate Secretary any transaction related to the purchase and disposal of Company shares within one business day from the date of the transaction. The Company discloses the direct and indirect (deemed) ownership or shareholdings of major and/or substantial shareholders and the details of the subsidiaries, associates, joint ventures and special purpose enterprises/vehicles. The Companyrsquos Information Statement and Public Ownership Report regularly filed by the Company likewise show the direct and indirect ownership of the Companyrsquos shareholders, which include its Board, the Management Team, and employees. Regular disclosures to the PSE, PDEx and SEC are made in the event of any dealings in Company shares. These disclosures are available at the Companyrsquos website and can also be accessed from the PSE portal. Based on the Companyrsquos Public Ownership Report which was filed with the SEC and PSE and subsequently posted in the Companyrsquos website on January 14, 2016, below is the direct and indirect ownership of directors and senior management of the Company as of December 31, 2015: The Company also disclose the beneficial ownership of the directors and the senior management in its 2015 Definitive Information Statement as of March 28, 2016. Insider Trading Prohibition Insider trading is strictly prohibited under the Code of Ethics and Business Conduct, the Companyrsquos Manual on Corporate Govenrance, and under the PSE and SEC rules. The Companyrsquos Manual on Corporate Governance prohibits every member of the Companyrsquos organization, from any misuse of inside information. All team members of the Company are mandated to exercise prudence in handling material non-public information in the course of their work and in relation to the trading or dealing with AEV securities. The Company strictly enforces its trading blackout and insider trading policy to curtail opportunistic dealings in the Companyrsquos shares. Any violations are required to be reported to the Board Corporate Governance Committee. Reporting of Share Trades The Company has an existing policy requiring the Board of Directors and the officers to notify the Company at least one (1) day before they deal in the company shares. Directors and key officers are required to regularly report their beneficial ownership of shares in the Company and any dealings in AEV shares must be reported to the Corporate Secretary within one day from the sale or purchase of AEV shares. In addition, the Company discloses beneficial ownership in its Annual Corporate Governance Report to the SEC including trading of Company shares of its directors and key officers. There has been no investigation of violation and conviction of insider trading and abusive self-dealing by directors, management and employees in the past five years that the Trading Policy has been in place. Quality of Annual Report The Company strives to publish a clear, comprehensive and informative Annual Report and Aboitiz Integrated Annual Report. The Messages from the Chairman, President and Chief Executive Officer, and Chief Financial Officer, and the Financial Highlights of the Aboitiz Integrated Annual Report discuss in detail the financial and operating results of the Company. Other non-financial matters are discussed in the Results of Operations section of the Aboitiz Integrated Annual Report. Operating risks, particularly major risks, are also discussed in the sections on Corporate Governance, Risk Management, and Audited Financial Statements, which also include discussions on the Financial Risk Management Objectives and Policies of the Company. These pieces of information are also posted on the Companyrsquos website. (Visit aboitiz for the Annual Report and the Integrated Annual Report.) The dividend, whistle-blowing and other company policies as well as profiles of the board of directors and their attendance during the board meeting are made available in the company website and annual report. Disclosure on Key Risks in the Companyrsquos Annual Report An integral part of AEVrsquos enterprise risk management efforts is to understand and anticipate the risks that are crucial to the success of the businesses of AEV. AEV constantly strives to address the risks it may encounter in the businesses in which it is involved. The Group, undertakes an annual risk management process to identify and report on new and emerging risks, as well as changes to existing key risks, with special emphasis on treatment mechanisms relating to said risks. The key risks disclosed in the Companyrsquos Annual Report are: (1) Reputation Risk (2) Competition Risk (3) Regulatory Risk (4) Financial Risk (5) Commodity Price Risk and (6) Project Risk. The Company has an existing system of internal controls which refers to policies and procedures designed by management to (1) manage and mitigate known risks (2) protect its assets from loss or fraud (3) ensure reliability and integrity of financial information (4) ensure compliance to laws, statutory and regulatory requirements (5) promote efficient and effective operations and (6) accomplish the companyrsquos goals and objectives. Corporate Objectives as Disclosed in the Annual Report The Companyrsquos 2015 Corporate Objectives are in the Aboitiz Integrated Annual Report. Mr. Stephen G. Paradies, the Companyrsquos Chief Financial Officer, emphasized that about 60 billion in capital expenditures (capex), a significant increase from the 31 billion in 2014. The bulk of the of the capex will go to AboitizPowerrsquos continuing efforts together with its partners, to increase total capacity by over 2,000 MW in the next five years. Meanwhile, he also mentioned that the Companyrsquos food group, Pilmico, is expanding the scale of its feeds and farms divisions, including the recently acquired feed business in Vietnam. He also noted that part of the capex would be deployed to expand the land bank of AboitizLand along with ongoing projects that will grow its land development portfolio, and growing the branch network of UnionBank and CitySavings. In the second quarter of 2016, the Companyrsquos power generation group will welcome the first solar power project in San Carlos City, Negros Occidental and ongoing construction. Disclosure of Financial Performance Indicators in the Annual Report The Companyrsquos Annual Report and the Aboitiz Integrated Annual Report contain the audited financial statements which reflect a true and fair representation of the financials that are affirmed by the Board of Directors and relevant officers of the Company. The Audited Financial Statements of the Company gives a clear view of the Companyrsquos financial condition. There has been no event in the past 21 years where the Company and its external auditors or the handling partner had any serious or material disagreement with regard to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedure. Disclosure of Non-Financial Performance Indicators in the Annual Report At the end of 1994, the year the Company went public, the companyrsquos market capitalization was 21 mn. By end of 2015, the Companyrsquos market capitalization grew to 322 bn or a growth of 1,448. The Company attributes its steady growth to the execution by the entire organization of collective corporate set strategies. Below is a chart of the growth of the Companyrsquos market capitalization. This is one of the companyrsquos performance indicators: In tracking the Grouprsquos accomplishment of their strategic and tactical goals, the Company is optimizing the use of Success Factors, a web-based technology tool for the alignment of strategies and goals. These are visible from the CEO all the way down to the team leaders and members of the AEV organization, and even through to the business units. Success Factors Goal Management and Performance Review help the Aboitiz organization work as a cohesive team. lt is designed to improve goal alignment to enable two-way communications on AEVrsquos strategic and tactical goals by providing greater visibility. It strengthens accountability and promotes employee engagement. Team membersrsquo assigned tasks are measurable and the clearly articulated goals become visible to Team Leaders. Managers and employees can see individual and broader goals to which they are linked to better understand how they contribute to the organizationrsquos long term goals. Success Factors allows team members to reinforce goals every day to keep team members on track. Employees can make frequent updates, gauge probability of success, and provide comments on their goals, while managers can proactively identify and resolve issues. Through the use of this technology tool, each AEV employee can view his tangible contribution and alignment of his corporate and personal goals all the way through to top management whilst top management, i. e. the CEO, can also view the cascade of his goals to all employees. This accessible view provides a system for assessing achievement and performance of all goals of the Company. Through this process of alignment and cascading, AEVrsquos vision, corporate and tactical strategies are transformed into actionable goals measured against a well-entrenched balanced scorecard discipline and framework. The accomplishments for key result areas are measured under the Balanced Scorecard approach in Success Factors model. The key result areas under Learning amp Growth, Internal Business Processes, Cutting Edge Technology and Customer Service provide an additional framework for measuring success of the three areas of corporate competence, namely that of Knowledge Center, Business Partner and Governance. Each corporate services unit of the Company set out goals in the areas of (1) Being the expert where it makes sense, (2) Instilling best practices, (3) Creating a culture of measuring and managing risk, (4) Protecting and enhancing reputation, (5) Attracting, retaining and optimizing A-people, and (6) Continuous improvement. Goals under these categories provide the non-financial performance indicators and benchmark for all teamsrsquo strategic initiatives. Additionally, the Board Corporate Governance Committee conducts the annual performance review and scorecard of the CEO by the members of the Board, the individual Board members, and the Board as a body. Corporate HR provides the numerous annual key officers, performance and competence assessment reviews, whether it be a 360-degrees survey, a Key Talent Review, a Success Factors Goals accomplishment review or other annual job performance measures, comparative Harrison Assessment testing for groups, among many others. Disclosure on Dividend Policy in the Annual Report The Company has a clear and transparent dividend policy. The Company maintains an annual cash dividend payment ratio of approximately one third of its consolidated net income from the preceding fiscal year, subject to the requirements of applicable laws and regulations and the absence of circumstances that may restrict the payment of cash dividends. This is disclosed in the Operational and Financial Information section of the Annual Report, in the Information Statement, in the Report of its CFO and disclosures on the Company website if changes are made. These circumstances could include major projects and developments requiring substantial cash expenditure or restrictions on cash dividend payments under its loan covenants. Details on Whistleblowing Policy in the Annual Report The Company has a Whistle Blowing Policy where all employees are provided the avenue to report unlawful or unethical conduct directly to the President or Chairman of the Board of Directors, in addition to other available avenues such as the employeersquos immediate supervisor, the HR Department, and the Legal Department. This policy does not allow for any kind of retaliation for reports or complaints by employees regarding the misconduct of others that were reported in good faith. The Company considers the protection of employees from retaliation as vital to its continued success. The Policy can be viewed on the Companyrsquos website. In February 27, 2014, the Company also formally adopted its Whistleblowing Policy to encourage all employees to report any illegal or unethical practices in the Company. To provide employees several avenues to report illegal or unethical activities, the Policy allows reporting to any of the following: Chairman of the Board of Directors, Chief Executive Officer, Direct Supervisor, Human Resources Department, and Legal Department. Disclosure of the Biographical Details of Directors in the Annual Report The profiles of the Board of Directors and the current key officers of the Company are provided to the shareholders through the Aboitiz Integrated Annual Report that is distributed to shareholders before the Annual Stockholdersrsquo Meeting. The profiles of the members of the Board and its key officers include their qualifications, work experience, age, and positions and offices heId by them for the past five years, date of first appointment, and other directorships currently and previously held in other listed companies. Such information are also made available in Companyrsquos website and in the Companyrsquos Annual Report which is submitted to the SEC 105 days from the end of the fiscal year. Trainings and Seminars of Directors as Disclosed in the Annual Report The AEV Board recognizes that, for an effective corporate governance system, senior executives must constantly review and assimilate the principles of corporate governance consistently with the commitment of the Board of Directors. Newly hired or newly transferred team leaders and team members are required to take the in-house corporate governance e-learning seminar mandated by the Board. In addition, all Directors, together with key officers of the Company, are also required to attend annual in-house corporate governance seminars in compliance with SEC Memorandum Circular No. 20-2013, issued on December 6, 2013. Directors and officers attended the Companyrsquos SEC mandated Corporate Governance Seminar held in March 25, 2015 in partnership with the Institute of Corporate Directors. For 2016 the Company together AboitizPower conducted an In-House Mandatory Corporate Governance Seminar with 52 attendees, including the directors and key management of the Aboitiz Grouprsquos business units. The Board participates in an Annual Board Retreat and Strategy Refresh to discuss both the strategic roadmap and policies of the Company, and a review of the Companyrsquos vision and mission. The Board together with key officers participated in a strategy workshop last December 4, 2015. to refresh the Companyrsquos vision, mission, strategy and, corporate initiatives and core businesses. As a result of this strategy refresh, the Company has now added a fifth leg to its core businesses adding infrastructure to the existing lines of banking and financial services, power, real estate and land development and food. As provided in the Companyrsquos Board Protocol, the Companyrsquos Independent Directors meet at least once a year for an Executive Session. The Independent Directors may also meet periodically in an executive session with no other Director or management present except for the Chairman of the Board Corporate Governance Committee who shall call for and preside the meeting. Topics for discussion during these executive sessions shall be determined by the Independent Directors, but actions of the Board generally should be taken separately during Board meetings. The Independent Directors met with the non-executive directors, including the Chairman of the Board Corporate Governance Committee, at Taguig City on July 23 and 29, 2015 for their informal discussion of issues. Number of Board of Directors Meetings Held During the Year Attendance of Board of Directors in Respect of Meetings Held The company also discloses the number of board meetings held during the year as well as the attendance details of each director every meeting. The details of remuneration for each member of the board of directorsThe attendance of individual directors in Board meetings is reported to the Board Corporate Governance Committee by way of the Board Performance Report and to the SEC through the filing of the Certificate of Attendance. The attendance of the directors to the Companyrsquos board meetings in 2015 was exemplary with an overall percentage of 96.30 attendance record for the nine (9) regular, special strategy meetings for each director and 96.30 presence of directors per meetings. Disclosure of Remuneration of Each Director in the Annual Report The Company has a policy on transparency of compensation for its Directors and key executives. Information on the basis of Board remuneration is readily accessible through the Companyrsquos Annual Report, Annual Corporate Governance Report, and its Board Corporate Governance Committee minutes. The Board Corporate Governance Committee ensures that the Directorsrsquo and executivesrsquo remuneration are consistent with the Company culture, strategy and business policies at a level sufficient to attract and retain directors and officers who are needed to run the Company successfully. The Company rewards its individual Directors and Officers based on ability to execute their duties and responsibilities. It is the Companyrsquos philosophy to reward officers and employees based on individual performance measured through established Human Resources management metrics. Performance is evaluated and compensation is reviewed on an annual basis. The Company ensures that it pays its directors and officers competitively by comparing rates with other Philippine based companies through participation in and access to market salary surveys. Prior to the 2015 Annual Stockholdersrsquo Meeting, all of AEVrsquos directors received a monthly allowance of P100,000.00, except for the Chairman of the Board who received a monthly allowance of P150,000.00. On May 18, 2015, the shareholders approved an increase in the directorsrsquo monthly allowance to P120,000.00 for the members of the Board, and P180,000.00 for the Chairman of the Board. The compensation of all the members of the board is illustrated in ldquo Annex A rdquo. Corporate Governance Confirmation Statement in the Annual Report The SEC, being both a companyrsquos registry and a securities regulator, requires all publicly listed companies to adopt its model manual on corporate governance providing for minimum standards and provisions. The Company is compliant with these requirements. The Office of the Corporate Secretary and the Chief Compliance Officer regularly monitor the Companyrsquos compliance with the PSE, Philippine Dealing and Exchange Corp. (PDEx) and the SEC regulatory requirements. The PSE, PDEx and SEC compliance reports are regularly presented to the Board Corporate Governance Committee for review and discussion. The Company presents its Compliance Report in the Annual Report in the Corporate Governance portion of the report. Below is the Companyrsquos PSE, PDEx and SEC Reportorial Compliance Record for 2015. Disclosure of Related Party Transactions The nature and extent of transactions with affiliated and related parties are disclosed annually to shareholders through the Companyrsquos Information Statement, Annual Report and Audited Financial Statements. The Company and its subsidiaries enter into related party transactions consisting of payment of shareholder advances, professional fees and rental fees. These are made on an armrsquos length basis and at current market prices at the time of the transactions. Service and management contracts are also entered into with subsidiaries and affiliates for corporate center services, such as human resources support services, internal audit services, legal and corporate compliance services, treasury, corporate finance services, and technology infrastructure services. These shared services are obtained from the Company to enable the Aboitiz group of companies to realize cost synergies. The Company maintains a pool of highly qualified professionals with in-depth business expertise specific to the businesses of the AEV organization. Transactions are priced on a cost recovery basis. In addition, transaction costs are always benchmarked to third party rates to ensure competitive pricing. Service Level Commitments and Agreements are executed to ensure quality and timeliness of services. The Company has a related party transaction policy stated in the Board Audit Charter. Significant or Material Related Party Transactions, other than the routinary shared services transactions, are reviewed by the Board Audit Committee, where the majority of the members are the Independent Directors. The SEC issued updated disclosure guidelines on retirement benefit funds. These guidelines enumerate the minimum disclosure requirements under PAS 24, Related Party Disclosures. The guidelines prescribe additional disclosure requirements on any information that would provide an understanding on the transactions of retirement funds with an entity whose employees are the beneficiaries and other investments in securities of the related entity. These disclosure guidelines took effect are became applicable to all annual financial statements for the period ending December 31, 2015. The Company has always disclosed its transactions in its Annual Report and will continue to disclose them in accordance with the existing guidelines. There has been no reported case of non-compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years. Since the Company is a conglomerate, it has to consolidate the financial statements of the Group. It exerts best efforts to try to obtain its audited financial statements within the schedule required by the SEC. The Companyrsquos audited financial statements reflect a true and fair representation of the financials that are affirmed by the Board of Directors and relevant officers of the Company. There have been no revisions restatements of the financials approved by the Board Audit Committee prior to the approval of the Board. The Company has in place policies on transactions with related parties requiring the full disclosure thereof in the Companyrsquos financial statements and in other Company reports. The Companyrsquos related party transactions include, among others, written service level agreements with its affiliates and subsidiaries for human resources, internal audit, legal, treasury and corporate finance services, for guarantees of credit accommodations of subsidiaries and affiliates and intercompany advances for working capital requirements of subsidiaries and affiliates. The Company does not set thresholds for disclosure of related party transactions, but rather fully discloses all related party transactions regardless of amounts in full compliance with existing Philippine financial accounting standards. The Company also ensures that they have the character of armrsquos length transactions consistent with, among others, existing rules on transfer pricing. These disclosures are made in the Companyrsquos Annual Audited Financial Statements and Management Report. In 2014, the Company conducted a comprehensive transfer pricing study and assessment of current practices and policies to ensure compliance with stricter transfer pricing rules, policies and best practices and for continuous improvement of processes. The Company strictly adheres to the Philippine Corporation Codersquos rules on voting for specific corporate acts where approval of specific types of related party transactions in the Board and in shareholdersrsquo meetings may be required. The Companyrsquos Independent Directors and the Board Audit Committee play an important role in reviewing significant related party transactions as it does in the regular course of its work. The Companyrsquos related party transactions are typically agreements entered into in the ordinary course of business to maximize efficiencies and realize cost synergies. These are reported to the Board as they are entered into. Directors Dealings in Shares of the Company While the Company encourages stock ownership by employees, to ensure ethical conduct, the Company through its Legal and Corporate Services and Board Secretariat, monitors the share ownership of directors, executives, officers and management team through the regular SEC disclosures of beneficial ownership (SEC Form 23-B), and further monitor compliance through the implementation of the Companyrsquos Insider Trading Policy and Trading Black-out dates. The Company has an existing policy requiring the Board of Directors and the officers to report to the Office of the Corporate Secretary any transaction related to the purchase and disposal of Company shares within one business day from the date of the transaction. The Company discloses the direct and indirect (deemed) ownership or shareholdings of major and/or substantial shareholders and the details of the subsidiaries, associates, joint ventures and special purpose enterprises/vehicles. The Companyrsquos Information Statement and Public Ownership Report regularly filed by the Company likewise show the direct and indirect ownership of the Companyrsquos shareholders, which include its Board, the Management Team, and employees. Regular disclosures to the PSE, PDEx and SEC are made in the event of any dealings in Company shares. External Auditor and Auditor Report The Companyrsquos Group Internal Audit team conducts the Companyrsquos internal audit operations to make sure that all information are prepared and disclosed in accordance with high quality standards of accounting, financial and non-financial disclosure. The Board Audit Committee has oversight over the Group Internal Audit. The Group Internal Audit conducts its own internal audit, providing an independent review of the Companyrsquos internal organizational and operational controls and risk management policies to ensure its effectiveness and appropriateness, and that they are complied with. The Group Internal Audit reports to the Board Audit Committee. With an independent audit function, the Group Internal Audit team provides reasonable assurance that the Companyrsquos key organizational and procedural controls are effective, appropriate and complied with. The team is also responsible for identifying and evaluating significant risk exposures and thus contributes to the improvement of risk management and control systems. This is done by assessing adequacy and effectiveness of controls covering the organizationrsquos governance, operations and information systems. The Group Internal Audit team strictly adheres to establish professional standards and such standards promoted by the Institute of Internal Auditorsrsquo Code of Ethics. The Board Audit Committee assists the Board of Directors in its oversight responsibility of monitoring the quality and integrity of the accounting, auditing, legal, ethical and regulatory compliance, risk management and reporting practices of the Group and such other duties as directed by the Board. The Board Audit Committee assists the Board in fulfilling its broad responsibility of corporate governance. The role and responsibilities of the Board Audit Committee are clearly defined in the Companyrsquos Manual on Corporate Governance, specifically the Board Audit Committee Charter. The Independent Director who acts as Chairman of the Board Audit Committee, signs off on all Board Audit Committee Reports. Aside from an internal audit, an annual external audit of the Company is performed by SGV amp Co. the Companyrsquos duly engaged and qualified independent auditor. SGV has been serving as the Companyrsquos external auditors for the last 20 years. Ms. Leovina Mae Villa-Chu is AEVrsquos audit partner for 2012 to 2015. She replaced Mr. Ladislao Z. Avila, Jr. who served as the audit partner in 2011. The external auditors also attend the Companyrsquos annual shareholders meetings to respond to questions on the Companyrsquos audited financial statements. SGV was present for the 2014 and the 2015 Annual Shareholders Meeting. The auditors also have the opportunity to make a statement during the meeting, if they deem it necessary. In instances when the external auditor suspects fraud or error during its conduct of audit, they are required to disclose and express their findings on the matter. SGV provides an external and objective assurance to the Board and shareholders that the financial statements fairly represent the financial position and performance of the Company in all material aspects. There has been no event in the past 21 years where the Company and its external auditors or the handling partner had any serious or material disagreement with regard to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedure. As a policy, the Board Audit Committee makes recommendations to the Board of Directors concerning the selection of the external auditor and pre-approves audit plans, scope and frequency before the audit is conducted. In 2015, the shareholders delegated to the Board the authority to appoint the external auditor. Audit services of external auditors for the year 2015 were pre-approved by the Board Audit Committee. The Committee also reviewed the extent and nature of these services to ensure that the independence of the external auditors is preserved. In 2015, among the initiatives pursued, the Group Internal Audit undertook the standardization of audit measurement tools across the audit group: reviewed the Group Internal Audit operations, Risk Management Plan update updated the Integrated Risk Management-Audit guidelines, and the implementation of the aligned vulnerability measure of Audit and Risk managements. The fees paid to the external auditor for audit services are disclosed by the Company in its Information Statement. The external audit and other fees of the Company for the year 2014 and 2015 were as follows: With the tremendous opportunities for growth and investments in ASEAN countries, the Company commissioned various studies by SGV on ASEAN regulatory reportorial and the framework. In 2014 and in 2015, the Company pursued investment opportunities, for which the item on other fees were paid. The Group Internal Audit (GIA), together with the Board Audit Committee reviewed the scope of the audit and non-audit engagements and fee arrangements of the Company to ensure that there are no transactions with conflicts of interests, that the non-audit fees are reasonable, or promotes the best interests of the Company. In 2015, the Board Audit Committee approved both the audit and non-audit fees of the Company. Audit Fees vs. Non Audit Fees The AEV Grouprsquos non-audit fees in 2014 and 2015 do not exceed audit fees as shown above. Interface with External Auditor The Board Audit Committeersquos executive decision-making authority is defined in the Companyrsquos Manual on Corporate Governance, the Audit charter and under such delegated authority as may be issued by the Board. By defined policy, the Board Audit Committee has the primary responsibility to recommend the appointment and removal of external auditors to the Board of Directors and pre - approves audit plans and the scope and frequency of audits before an audit is actually conducted. Services of external auditors for the past five years were pre-approved by the Board Audit Committee. The Board Audit Committee also reviews the extent and nature of these services to ensure that the independence of the external auditors is preserved. Medium of Communications The Company uses channels of communications for disseminating information which provide for equal, timely and cost-efficient access to relevant information to its stakeholders. Pursuant to the corporate governance principle of disclosure and transparency, information on the Company is made readily available. The Company provides shareholders with quarterly reports that include information about the Board of Directors and key officers, including relevant professional information on the Directors and Officers, their shareholdings and dealings with the Company and their aggregate compensation. These quarterly reports are filed promptly to the PSE, SEC and PDEx and can be accessed in the Companyrsquos website. The Company website contains updated corporate information of the Company, including details of its business operations and financial statements. The Investor Relations pages of the Company website provide financial highlights, recent press releases, audio recordings of media briefings, and information on the shareholding structure and organizational structure of the Company, among others. The Investor Relations Officer and the Office of the Corporate Secretary have an established communications strategy and protocols to promote effective communication and liaison with shareholders. Timely Filing and Release of Annual and Financial reports Release of Annual Report after 120 days from financial year end The Companyrsquos Annual Report is filed with the SEC, PSE and PDEX within 105 days from end of the financial year end. The Annual Report is immediately uploaded in the Company website after submission to the SEC and PSE. The Companyrsquos Annual Audited Financial Statement (AFS) is filed within 120 days from the end of its fiscal year, as required by the SEC. The Companyrsquos AFS reflects a true and fair representation of the financials that are affirmed by the Board of Directors and relevant officers of the Company. There have been no revisions and restatements of the financials approved by the Board Audit Committee prior to the approval of the Board. Copies of the AFS are given to all shareholders and are also available on the Companyrsquos website. The Companyrsquos audited financial statements reflect a true and fair representation of the financials that are affirmed by the Board of Directors and relevant officers of the Company. There have been no revisions and restatements of the financials approved by the Board Audit Committee prior to the approval of the Board. Company Website The Company website contains updated corporate information of the Company, including details of its business operations and financial statements. The Investor Relations pages of the Company website provide financial highlights, recent press releases, audio recordings of media briefings, and information on the shareholding structure and organizational structure of the Company, among others. The Company has a dedicated webpage for its corporate documents (Companyrsquos Articles of Incorporation, By-Laws and General Information Sheet), corporate governance policies and practices in the Company website, which includes, among others, a description on the governance practices in the Company, its corporate and shareholding structure, its sustainability and corporate social responsibility initiatives, its company policies, and the awards it has garnered in recent years. An electronic copy of the Annual Report, the Aboitiz Integrated Annual Report including the Corporate Governance Report can also be downloaded from the website as well as the Notice, Agenda and Minutes of the Meeting. The Management regularly provides updated news on the Company website. The Companyrsquos corporate governance initiatives, such as newly approved policies, circulars and board policies are also made available to the public on the Company website. In addition, Management regularly uploads updated news and disclosures on the Companyrsquos website. The Companyrsquos corporate governance initiatives, such as newly approved policies, circulars and board policies are also made available to the public on the Companyrsquos website at aboitiz/investor - relations/investors-kit. Investor Relations The Office of the Corporate Secretary, Companyrsquos Investor Relations Office, its shareholder affairs contact person and its stock and transfer agent are also available for any communications, requests, inquiries or any clarifications. The Company discloses the contact details (e. g. telephone, fax, and email) of the officer / office responsible for investor relations. The contact details are provided in the Annual Report and in the Companyrsquos website. The Investor Relations team provides a venue for shareholders to air out comments or any suggestions and organizes regular analystsrsquo briefing for every disclosure of financial statements. It also ensures that investors/shareholderslsquo queries are responded to within three to five business days from date of query. There have been no major grievances for any alleged violation by the Company of shareholdersrsquo rights. RESPONSIBILITIES OF THE BOARD The Company believes that compliance with the principles of good governance begins with the Board of Directors. The members of the Board strive to conduct themselves with utmost honesty and integreity in the discharge of its duties, functions and responsibilities. The Board is vital in setting the ethical tone of the Company, not only by its own actions, but also in appointing and overseeing key executives and management. The Board of Directors of the Company sets the standards for the Compoanyrsquos corporate governance practices. The Board of Directors of the Company sets the standards for the Companyrsquos corporate governance practives. The Board of Directors is committed to the adoption and observance of best practices in corporate governance as well as compliance with all relevant laws, regulations and codes of business practice. In 2014, the Board of Directors approved additional policies and protocols recommended by the Board Corporate Governance Committee for continuous improvement of solutions to shareholder concerns. It is the Boardrsquos responsibility to foster the long term success of the Company and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility. It must exercise these duties for the best interests of AEV, its shareholders and other stakeholders. The Board is expected to perform the following functions on a recurring cycle. The Companyrsquos By-laws require that the quorum for valid board meetings is a majority of the members of the Board, in accordance with the Corporation Code of the Philippines. As a matter of long standing Board practice, decisions of the Companyrsquos Board are always made with the consensus or vote of all of the Companyrsquos independent directors and other directors resulting in at least 2/3 or a unanimous vote of all directors of the Board. Below is the Companyrsquos general organizational chart with a brief description of the roles and responsibilities of corporate service units and team leaders. The Companyrsquos overall business-focused strategy is for each of the core businesses, namely, Power, Food, Banking, Real Estate and Land Development, and Infrastructure, to be managed by a Group CEO. The Group CEO is responsible for the alignment of business strategies and strategy execution of the Companyrsquos business units. Each Group CEO oversees the Strategic Business Units (SBUs). In addition to the Board Committees, the Company also works through several committees that provide policy guidance and governance. Disclosure of Companyrsquos Corporate Governance Policy and Board Charter The Company discloses its corporate governance policy through its Companyrsquos Manual on Corporate Governance. To continuously keep itself up-to-date with current best practices, the Company regularly reviews and updates this manual. The Board amended the Companyrsquos Manual on Corporate Governance on August 3, 2012, and also further amended on January 6, 2014 and July 24, 2014, to upgrade the Companyrsquos corporate governance practices. The most recent amendment was to reinforce and recognize the rights of all stakeholders in compliance with SEC requirements. The Companyrsquos Manual on Corporate Governance designates a Compliance Officer and defines his duties as well as outlines a Plan of Compliance revolving around the Board of Directors, its composition, qualifications, roles and responsibilities, the delineation of the roles of the Chairman and the CEO, conflict of interest and business interest disclosures, Board meeting quorum requirements, and adequate and timely information and accountability of audits. The Board Committees provide quality assurance that the Board functions are fulfilled. The Companyrsquos Manual on Corporate Governance also specifies the composition and duties of the newly-created and restructured board committees, the qualifications of the Corporate Secretary, an information security management policy, a sustainability policy, a risk management policy, communication process and training process, reportorial or disclosure system of the Companyrsquos corporate policies, shareholdersrsquo benefit statement and a monitoring and assessment system. Disclosure of Decisions Requiring Board of Directorsrsquo Approval The Company regularly discloses all acts of the Board, corporate officers and management which are done in the regular course of business and operations of the Company and disclosed to the PSE, SEC and PDEX as may be required in accordance with applicable laws. In the interest of transparency and as a matter of customary practice or procedure, the Company presents to its shareholders every annual shareholderrsquos meeting the board resolutions approved by the Board from the previous year to date. These resolutions, which are submitted to the shareholders for ratification during the meeting, are disclosed in the Companyrsquos Definitive Information Statement. Roles and Responsibilities of the Board of Directors The roles and responsibilities of a member of the Board of Directors are clearly defined in the Companyrsquos Amended By-Laws and in the Companyrsquos Manual on Corporate Governance. The main purpose of the Board, as expressly stated in the manual, is to represent and protect the interests of the owners of the business, i. e. the internal shareholders, and all other key external stakeholders, regardless of category, in accordance with the Companyrsquos corporate charter and applicable laws. To ensure a clear distinction of the responsibilities in the management of the Companyrsquos business, the positions of the Companyrsquos Chairman and CEO are held separately by different individuals. Corporate Vision and Mission As a publicly-listed company, AEVrsquos vision: is to focus on businesses that provide basic goods and services to meet the demands of a growing economy develop and rely on the companyrsquos core competencies, financial strength, and reputation to achieve its goals and, to continuously maximize shareholder value and seek to become the premier investment company in the Philippines. The Companyrsquos mission is: To create long term value for all our stakeholders. In line with the Companyrsquos Vision and Mission statement the Board of Directors recognizes its role of providing leadership and stewardship to the Company, its shareholders, and all other stakeholders. The role of the Board is to represent and protect the interests of the owners of the business and other key external stakeholders, regardless of category, within the boundaries of its corporate charter, and all relevant statutes and legal regulations and rules. The primary purpose of the Companyrsquos Board is to provide governance and oversight to the Company and its businesses in which it has direct or indirect interests. In addition, its responsibilities extend to other stakeholders in respect of compliance with regulatory standards the provision of appropriate information and updates and the effective representation and protection of the Aboitiz brand and reputation. The Board is responsible for the success of the Company through its supervision and oversight over affairs in a responsible and effective manner. Review of Corporate Vision and Mission The Companyrsquos Board of Directors recognizes its role of providing leadership and stewardship to the Company, its shareholders, and all other stakeholders. The role of the Board is to represent and protect the interests of the owners of the business and other key external stakeholders, regardless of category, within the boundaries of its corporate charter, and all relevant statutes and legal regulations and rules. The primary purpose of the Companyrsquos Board is to provide governance and oversight to the Company and its businesses in which it has direct or indirect interests. In addition, its responsibilities extend to other stakeholders in respect of compliance with regulatory standards the provision of appropriate information and updates and the effective representation and protection of the Aboitiz brand and reputation. The Board is responsible for the success of the Company through its supervision and oversight over affairs in a responsible and effective manner. The Board participates in an Annual Board Retreat and Strategy Refresh to discuss both the strategic roadmap and policies of the Company, and a review of the Companyrsquos vision and mission. The Board together with key officers participated in a strategy workshop last December 4, 2015. to refresh the Companyrsquos vision, mission, strategy and, corporate initiatives and core businesses. As a result of this trategy refresh, the Company has now added a fifth leg to its core businesses adding infrastructure to the existing lines of banking and financial services, power, real estate and land development and food. Monitoring and Board Oversight of the Corporate Strategy The Companyrsquos Board is fully compliant with the Companyrsquos Manual on Corporate Governance for the year 2014. This manual clearly defines the Boardrsquos responsibilities and the corporate governance policy of the Company. Proof of the Boardrsquos strict adherence to the Manual on Corporate Governance is the Companyrsquos compliance track record with SEC and PSE rules and regulations. The Manual on Corporate Governance was adopted with AEVrsquos vision and mission of providing the Filipino with the basic goods and services necessary to meet the demands of a growing economy in mind. The Companyrsquos goal is to develop and rely on its core competencies, financial strength and reputation to achieve its business goals. The Company is committed to continuously maximize shareholder value and strive to become the premier investment Company in the Philippines. To continuously keep itself up-to-date with current best practices, the Company regularly reviews and updates its Manual on Corporate Governance. The Board amended the Manual on Corporate Manual on August 3, 2012, and also further amended on January 6, 2014 and July 24, 2014, to upgrade the Companyrsquos corporate governance practices. The most recent amendment was to reinforce and recognize the rights of all stakeholders in compliance with SEC requirements. The Manual on Corporate Governance designates a Compliance Officer and defines his duties as well as outlines a Plan of Compliance revolving around the Board of Directors, its composition, qualifications, roles and responsibilities, the delineation of the roles of the Chairman and the CEO, conflict of interest and business interest disclosures, Board meeting quorum requirements, and adequate and timely information and accountability of audits. The Board Committees provide quality assurance that the Board functions are fulfilled. The Companyrsquos Manual on Corporate Governance also specifies the composition and duties of the newly-created and restructured board committees, the qualifications of the Corporate Secretary, an information security management policy, a sustainability policy, a risk management policy, communication process and training process, reportorial or disclosure system of the Companyrsquos corporate policies, shareholdersrsquo benefit statement and a monitoring and assessment system. The Compliance Officer coordinates with the regulatory officers of the Companyrsquos business units to ensure compliance with other laws as well as to ensure the checks and balances and mitigating penalty measures are imposed. The Companyrsquos Corporate Secretary plays a significant role in supporting the Board in discharging its responsibilities through management of a Board Secretariat, through inputs to the agenda, review of reports and SEC compliance, through an oversight of investor concerns, oversight of stock and transfer agent, and active participation at Board meetings. The current Corporate Secretary is a member in good standing of the Philippines and New York State Bar and alumni of the Institute of Corporate Directors (ICD) and Professional Directorsrsquo Program. The professional members of the Board Secretariat are lawyers and accountants who are also alumni of the Corporate Governance and Professional Directorrsquos Program of the Institute of Corporate Directors. The members of the Board have free access to the Chief Legal Officer of the Company and to the legal team in general. This line of communication supports effectiveness of governance practices. Recent global practices show that the governance effectiveness at any company benefits from the board of directorsrsquo expanded interaction with the general counsel or chief legal officer. This enhanced interaction goes beyond the traditional practice of general counsel attendance at board meetings, responding to questions and presenting reports on specific agenda matters. Although the level of interaction has not reached a formal practice, AEV directors have informal opportunities to share perspectives with the legal team. Board Structure AEVrsquos Code of Ethics and Business Conduct An Ethical Business The Aboitiz Code of Ethics and Business Conduct adopted by the Company in 2002 sets out how the Executive Management, team leaders and team members can achieve and maintain ethical standards in the Companyrsquos day to day operations and summarizes the Companyrsquos fundamental policies and directives. All Directors, officers, management team and employees are required to comply with the Code. The Code of Ethics and Business Conduct clearly sets the standards, policies and procedures on proper business conduct with co-employees, shareholders, investors, suppliers, customers, analysts, creditors and financial institutions, and on fair dealings, conflicts of interest and related party transactions, inappropriate gifts and favors, appropriation of corporate opportunities, dealing with proprietary and confidential information and Company system and assets, use and misuse of inside information, fair and truthful disclosures to the public, maintenance of accurate books and records, respect and dignity accorded to others, promotion of a safe and healthy working environment and the enforcement and administration of the Code. The detailed implementation of the Code is also delegated in the roles of the various functional teams of AEV Corporate Center. To protect proprietary information of the Company, its subsidiaries and its affiliates, the Directors, Officers and Team Members of the Company sign a Non-Disclosure Agreement in accordance with the applicable provisions of the laws of the Philippines, the Companyrsquos Articles of Incorporation and applicable rules and regulations issued by the regulatory bodies. All directors, officers and employees have an individual responsibility to ensure that business practices adhere to the rules of the Code of Ethics and Business Conduct. In 2014, no employee or officer sought exemptions from the application of the corporate governance rules and guidelines of the Company. The Management Team actively encourages employees to adhere to the Code of Ethics and Business Conduct and exercise their sound judgment and decision in daily work as part of its commitment to the Aboitiz Way. There has been no incident of non-compliance with the Code. The detailed implementation of the Code is also delegated in the roles of the various functional teams of AEV Corporate Center and defined in the Code of Ethics and Business Conduct of the Company. In March 2016, the Board of Directors approved the amendments to the Companyrsquos Code of Ethics and Business Ethics as endorsed by the Board Corporate Governance Committee. The key revisions to the Code of Ethics and Business Conduct include the adoption of a more defined anti-bribery and corruption policy and the inclusion of the existing sustainability and social media policies of the Company. The Companyrsquos Code of Ethics is downloadable from its website at aboitiz. Board Structure and Composition Independent Directors The Company is compliant with Section 38 of the Securities Regulation Code and Rule 38 of its Amended Implementing Rules requiring public companies to have independent directors constituting 20 of the total number of directors. Independent Directors Independent of Management and Major Shareholders As defined in the Securities Regulation Code, an independent director ldquois a person other than an officer or employee of the corporation, its parent or subsidiaries, or any other individual having a relationship with the corporation, which would interfere with the exercise of independent judgment in carrying out the responsibilities of a directorrdquo. The Companyrsquos Independent Directors are independent from Management. They are not encumbered with any management responsibility and are free from any business or other relationship with the Company. They are not major/substantial shareholders or hold shares in such amounts that could materially interfere with their exercise of independent unfettered judgment as members of the Board. More importantly, the Independent Directors chosen to the Companyrsquos Board are independently - minded professionals. There is nothing in the Companyrsquos By-Laws and in any shareholder agreements or arrangements that constrain the Independent Directorrsquos ability to vote independently. Independent Directors of the Company do not perform any management duties and do no perform any minor or substantial management work. The Independent Directors sit in the Board Committees and perform their functions as members of the various Committees, solely for oversight of the Companyrsquos management team. The Companyrsquos non-executive directors and Independent Directors meet at least once a year without the presence of the executive directors for an informal discussion of issues. The Independent Directors met with the non-executive Chairman of the Board for their annual executive sessions on July 23 and 29, 2015 at Taguig City for an informal discussion of issues. Term Limits of Independent Directors The Company also adopted SEC Memorandum Circular No. 9, Series of 2011, imposing term limits for Independent Directors aimed at enhancing the effectiveness of Independent Directors and at encouraging the infusion of fresh ideas to a Board of Directors. In compliance with the said Memorandum, the Board Corporate Governance Committee regularly monitors the tenure of the Companyrsquos Independent Directors. The Company has adopted a 5-year tenure for its Independent Directors counted from the effectivity of the SEC Circular. Limitation on Board Membership of Independent Directors In the Companyrsquos Manual on Corporate Governance, the Board Corporate Governance Committee shall consider among others, number of directorship/active memberships and officerships in other corporations or organizations in the selection of board of members. The same limitation applies to independent directors. The Independent Directors of the Company do not sit in more than five (5) boards of publicly-listed companies (PLCs). Justice Jose C. Vitug (Ret.) sits as an Independent Director in only one other PLC, the, ABS-CBN Holdings Corporation. Mr. Stephen C. CuUnjieng sits on the board of SM Investments Corporation, Century Properties Group, and Mr. Raphael P. M. Lotilla sits on the board of Trans-Asia Petroleum Corporation. This is shown in the certification of affiliations required from each of the nominated Independent Directors. Likewise, executive directors do not generally sit on other boards of PLCs outside the Group, unless they have substantial interest in the said company or they have been asked to sit in the capacity as independent directors. The executive directors do not sit in more than two boards of listed companies outside the Aboitiz Group. Executive Directors in the Boards of Other PLCs Executive directors do not generally sit on other boards of PLCs outside the Group, unless they have substantial interests in those PLCs or they have been asked to sit in the capacity as independent directors. The Companyrsquos executive directors do not sit in more than two boards of publicly listed companies outside the Aboitiz Group. The Companyrsquos Manual on Corporate Governance also provides that the CEO and other executive directors shall submit themselves to a low active limit on membership in other corporate boards. The Board Committees The Companyrsquos Board Committees consist of the following: Board Audit Committee, Board Risk and Reputation Management Committee and Board Corporate Governance Committee. Members of the Board Committees are the duly qualified aid elected directors of the Companyrsquos Board of Directors as regular members and are assisted by key officers of the Company on ex-officio basis. These Board Committees hold meetings at least every quarter to ensure that sound strategies for the Companyrsquos development are reviewed, monitored, executed and achieved. The Board decided at its May 17, 2010 meeting to amend the Manual on Corporate Governance and have the functions of the Board Strategy Committee subsumed under the scope of functions of the full Board membership. As a result, the Board regularly holds a special strategy Board meeting in addition to the strategy sessions at regular board meetings and the informal strategy meetings of the Directors. The Board folded in the Board Nominations and Compensation Committee into the Board Corporate Governance Committee. On February 1, 2012, the Board Corporate Governance Committee endorsed the creation of an expanded Board Risk Management Committee into a Board Risk and Reputation Management Committee. Membership of Independent Directors to both Board Corporate Governance Committee and Board Risk and Reputation Committee was recently increased. Independent Directors now comprise 60 of the voting members of the Board Corporate Governance Committee, 60 for the Board Audit Committee, and 20 for the Board Risk and Reputation Management Committee. The Board Corporate Governance Committee (with Nomination and Compensation Committee) The Boardrsquos ability to make decisions with governance impact is supported by the work of the Board Corporate Governance Committee. The Board Corporate Governance Committee provides information and recommendations necessary for making good governance decisions. The Board Corporate Governance Committee assists the Board but does not pre-empt any board responsibilities in making final decisions on corporate governance, nomination and compensation matters. In performing its duties, the Board Corporate Governance Committee maintains effective working relationships with the Board and the Grouprsquos senior leadership to enable it to perform its roles effectively. Each Committee member strives to obtain an understanding of the detailed responsibilities of Committee members as well as the Grouprsquos businesses and operating environment. The governance practices for the overall interests of the stakeholders. Since the Board Corporate Governance Committee is a merger of the Nomination and Compensation Committees and the original Corporate Governance Committee, the Board Corporate Governance Committee formulates policies, guidance in selecting nominees for the Board of Directors, among others, in a coordinated way. In performing its duties, the Committee maintains an effective working relationship with the Board of Directors. The Board Corporate Governance Committee performs the functions of the Nominations and Remuneration Committee. Pursuant to the merger of Board Committees, the Board Corporate Governance Committee performs the functions of the Nominations and Remuneration and the Board Corporate Governance Committees. It accepts the shareholder nominations of directors and recommends, after study, the compensation of directors, as well as succession issues. Independent Directors Comprise Majority of the Corporate Governance Committee The Committee is composed of a majority of Independent Directors (three out of five directors). The Chairman of the Committee is a non-executive director and brings with him his past valuable experience and expertise in the major businesses of the Company, having served as its Chairman of the Board from 1998 to 2008. The Board Corporate Governance Committee is currently composed of the following: Chairman of the Corporate Governance Committee is an Independently Minded Non-Executive Director Since the Board Corporate Governance Committee is a merger of the Nomination and Compensation Committees and the original Corporate Governance Committee, the Board Corporate Governance Committee formulates policies, guidance in selecting nominees for the Board of Directors, among others, in a coordinated way. In performing its duties, the Committee maintains an effective working relationship with the Board of Directors. The Board Corporate Governance Committee performs the functions of the Nominations and Remuneration Committee. It accepts, receives and recommends directors nominated by shareholders, as well as assesses succession issues of management. Disclosure of Governance Structure and Charter of the Corporate Governance Committee The composition, roles and responsibilities of the members of the Corporate Governance Committee are defined in the Companyrsquos Manual on Corporate Governance, which serves as the committeersquos charter. The Manual on Corporate Governance is available at aboitiz under Policies amp Protocols in the Corporate Governance page. Number of Committee Meetings in a Year and Attendance of Members All members of the Board Corporate Governance Committee attended all its meetings in 2015. Individual directorsrsquo percentage record of attendance at meetings of the Committee was 100 and overall percentage of directors present at said meetings was 100 as shown below: Nomination of Independent Directors The nomination and selection of Independent Directors by the Board Corporate Governance Committee, acting in its capacity as a Nominations Committee, are intended to obtain a balanced mix of discipline and expertise among the Independent Directors and to align the Independent Directorsrsquo credentials with that of the Companyrsquos strategic goals, mission and directions. The Committee therefore looks for the disciplines of finance and accounting, legal, engineering, investment banking, economic planning and business development, among many other skills and credentials. Approval of the Corporate Governance Committee The resolutions of the Board Corporate Governance Committee can only be approved with the vote of at least one Independent Director. Annual Performance Assessments The annual performance assessments of the CEO, the individual members of the Board, and the Board of Directors as a body are conducted by the Board Corporate Governance Committee. The attendance of directors at Board meetings is reported to the Board Corporate Governance Committee through the Board Performance Report and the Certificate of Attendance. Pursuant to SEC Memorandum Circular 1-2014, the Company updated its Annual Corporate Governance Report in its corporate governance website to reflect the attendance of the members of the Board of Directors in meetings conducted for the year 2015. The Office of the Corporate Secretary and Chief Compliance Officer, pursuant to the mandate of the Board Corporate Governance Committee, implements the current written policies and procedures designed to ensure compliance with the PSE and SEC disclosure rules, as well as other disclosure requirements under existing laws and regulations. These policies provide procedures and timelines for the disclosure of: material contracts, agreements and events that may impact on the control, ownership, and strategic direction of the Company, director and executive compensation policy, disclosures of groups or individuals who hold five percent or more ownership interest in the Company, significant cross-shareholding relationship and cross guarantees, as well as the nature and scope of the Companyrsquos ownership in other entities, annual and quarterly consolidated reports, cash flow statements and special audit revisions, consolidated financial statements and interim reports, changes to its Manual on Corporate Governance and practices, information necessary for shareholders decision making, trading of Company shares by directors, officers and controlling shareholders, annual reports, and any material event or information. For the year 2015, the Board Corporate Governance Committee took up the following matters: The Board Audit Committee The Board Audit Committee oversees the function of the Group Internal Audit in maintaining a comprehensive enterprise-wide compliance program and a robust institutionalized quality service platform for the Companyrsquos internal audit functions that are annually reviewed. The Board Audit Committee, in conjunction with the Group Internal Audit, performs the following functions: reviews and approves non-audit services conducted by the external auditor and corresponding fees, assesses and recommends the external auditor on behalf of the Board to ensure a selection of credible, competent external auditor with the ability to understand the complexity of the entire range of the transactions of the Company, provides the Board with adequate and relevant information on the external auditors for a fair and transparent selection or tender process, and schedules regular meetings and dialogues with the external audit team (with and without management teams present). The Companyrsquos CFO, when invited by the Board Audit Committee, attends the meetings of the Board Audit Committee (a) to ensure immediate clarification and feedback of audit issues to the Board Audit Committee, and (b) to give prompt instructions to the Company of any policy that the Board Audit Committee proposes to implement. Existing corporate audit policies require that the financial reports are attested to by the CEO and CFO, and that a sound internal audit, control and compliance system is in place and working effectively in the Company. The Company follows the policy of rotating its lead external audit partner of every five years. The audited financial statements are released in accordance with the BIR requirement to file every April 15. Independent Directors Comprise Majority of the Audit Committee The Board Audit Committee is composed of at least three (3) directors, two (2) of whom shall be independent directors. Currently, three Independent Directors sit in the Committee. The Chairman of the Board Audit Committee is an Independent Director. For 2015-2016, the Board Audit Committee membership is as follows: Chairman of the Audit Committee is an Independent Director During the Companyrsquos Organizational Meeting last May 19, 2015, the Board appointed Retired Justice Jose C. Vitug as Chairman of the Board Audit Committee. Retired Justice Vitug brings with him a wealth of experience in internal controls and audit having worked with companies such as ABS-CBN Holdings Corporation. Governance Structure and Charter of the Board Audit Committee The composition, roles and responsibilities of the members of the Corporate Governance Committee are defined in the Companyrsquos Manual on Corporate Governance and Audit Charter. The Manual on Corporate Governance and the Charter of the Board Audit Committee are available at aboitiz under the Policies and Protocols in the Corporate Governance page and under the Board Committees in the Governance and Management Team page, respectively. Disclosure of the Qualifications or Profile of the Audit Committee Members The Company fully discloses the qualifications of the members of the Board, including the members of the Audit Committee. As reported in the Companyrsquos Definitive Information Statement which is distributed to the shareholders prior to the Annual Stockholdersrsquo Meeting, each member of the Audit Committee has vast experience in auditing, finance and accounting. The profiles of the Directors are disclosed to the SEC and PSE prior to the shareholdersrsquo meeting and uploaded in the Companyrsquos website. (Please refer to aboitiz under the Board Committees in the Governance and Management Team Page.) Each member of the Board Audit Committee has long accounting and finance working experience in their respective professional careers: each has adequate understanding, familiarity and competence on most of the Companyrsquos financial management systems and environment. Accounting Experience of the Independent Directors who are Members of the Audit Committee Each member of the Audit Committee, generally with accounting and finance backgrounds, has adequate understanding, familiarity and competence on most of the Companyrsquos financial management systems and environment. Justice Jose C. Vitug is a retired Justice of the Philippine Supreme Court, professor of law and a legal luminary. Mr. Raphael P. M. Lotilla was formerly the Secretary of the Department of Energy and head of the National Economic Development Authorities of the Philippines. Mr. Stephen C. CuUnjieng is both a lawyer and a seasoned and multi-awarded international investment banker. His professional background provided him with working knowledge of current accounting and finance best practices, which knowledge he is able to contribute to his Board and Board Committee work. Mr. CuUnjieng has advised global and Philippine companies in mergers, acquisitions, capital and debt markets and other fund raising exercises in the major financial centers in the world. Number of Committee Meetings in a Year and Attendance of Members Attendance record in meetings by members of the Board Audit Committee has been good. Individual directorsrsquo record of attendance at meetings of the Committee has been 84 and overall percentage of directors present at said meetings has been 84 as can be seen below: Disclosure of the Attendance of Members of the Audit Committee Members The Company fully discloses the attendance of the members of the Board Audit Committee for the year 2015 in its Annual Corporate Governance Report duly filed with the SEC and is readily available in the Companyrsquos website at aboitiz in the Governance Reports and Scorecards under the Corporate Governance page. Audit Committeersquos Primary Responsibility to Recommend the Appointment and Removal of External Auditor The Board Audit Committee, in conjunction with the Group Internal Audit, performs the following functions: reviews and approves non-audit services conducted by the external auditor and corresponding fees, assesses and recommends the external auditor on behalf of the Board to ensure a selection of credible, competent external auditor with the ability to understand the complexity of the entire range of the transactions of the Company, provides the Board with adequate and relevant information on the external auditors for a fair and transparent selection or tender process, and schedules regular meetings and dialogues with the external audit team (with and without management teams present). By policy and practice, the Board Audit Committee makes recommendations to the Board of Directors concerning the selection of the external auditor and preapproves audit plans, scope and frequency before the audit is conducted. In 2015, the shareholders delegated to the Board the authority to qualify and appoint the Companyrsquos external auditor. Transparency of Audit Process The Companyrsquos Group Internal Audit Team and the Board Audit Committee conducts and reviews the Companyrsquos internal audit operations to make sure that all information are prepared and disclosed in accordance with high integrity standards of accounting, financial and non-financial disclosure. The Board Audit Committee has oversight over the Group Internal Audit. The Group Internal Audit conducts its own internal audit, providing an independent review of the Companyrsquos internal organizational and operational controls and risk management policies to ensure its effectiveness and appropriateness, and that they are complied with. The Group Internal Audit reports to the Board Audit Committee. With an independent audit function, the Group Internal Audit Team provides reasonable assurance that the Companyrsquos key organizational and operational controls are effective, appropriate and complied with. The team is also responsible for identifying and evaluating significant risk exposures and accordingly contributes to the improvement of risk management and control systems. The team does this by assessing adequacy and effectiveness of controls covering the organizationrsquos governance, operations and information systems. The Group Internal Audit also utilizes other quality assurance providers within the organization. The Group Internal Audit adheres to established professional standards and such standards promoted by the Institute of Internal Auditorsrsquo Code of Ethics. The Board Audit Committee assists the Board of Directors in its oversight responsibility of monitoring the quality and integrity of the accounting, auditing, legal, ethical and regulatory compliance, risk management and reporting practices of the Group and such other duties as directed by the Board. The Committee assists the Board in fulfilling its responsibility of corporate governance. The role and responsibilities of the Board Audit Committee are clearly defined in the Manual on Corporate Governance, specifically the Board Audit Committee Charter. The Independent Director who acts as Chairman of the Board Audit Committee signs off on all Board Audit Committee Reports. Aside from an internal audit, an annual external audit of the Company is performed by SGV, an independent, competent and qualified auditor. SGV has been the Companyrsquos external auditors for the fiscal years 1998 to 2015. SGV provides an external and objective assurance to the Board as well as provides additional protection to the rights of shareholders and creditors that the financial statements fairly represent the financial position and performance of the Company in all materials aspects. Ms. Leovina Mae V. Chu is the Companyrsquos audit partner for 2015. She replaced Mr. Ladislao Z. Avila, Jr. who served as the audit partner of the Company in 2011. The external auditors also attend the Companyrsquos Annual Stockholdersrsquo Meeting to respond to any questions on the Companyrsquos audited financial statements. They also have the opportunity to make a statement if necessary. In instances when the external auditor suspects fraud or error during its conduct of audit, they are required to disclose and express their findings on the matter. There has been no event in the past 16 years where the Company and its external auditors or the handling partner had any serious or material disagreement with regard to any matter relating to accounting principles or practices, financial statement disclosure or auditing scope or procedure. Audit of Company The Company has a well-entrenched independent internal audit group, the Group Internal Audit (GIA), which is overseen by the Board through the Board Audit Committee. The independent internal auditors reports directly to the Board Audit Committee, and the Board Audit Committee has the ultimate authority and responsibility to select, evaluate, recommend, and where appropriate, re-appoint or replace the Companyrsquos Independent External Auditors. The Board Audit Committee represents the Board in its oversight responsibility over all audit-related matters of the Companyrsquos group companies. It oversees the optimization of effective financial management, as well as compliance with regulatory reporting requirements for all business units. ISO 9001:2008 The Group Internal Audit ensures that existing Company mechanisms allow all stakeholders to raise valid audit issues to the Board Audit Committee. The Companyrsquos internal audit team, together with AEV Corporate Center, achieved an ISO 9001:2008 QMS certification further raising the quality and integrity of internal audit services of the Company to itself and to all its business units. Interface with External Auditor The Board Audit Committeersquos executive decision-making authority is delineated in the Manual on Corporate Governance, in the Audit Charter and under such delegated authority issued by the Board. By defined policy, the Board Audit Committee has the primary responsibility to recommend the appointment and removal of external auditor to the Board of Directors. It pre-approves audit plans and the scope and frequency of audits before an audit is actually conducted. Services of external auditors for the past five years were pre-approved by the Board Audit Committee. The Board Audit Committee also reviews the extent and nature of these services to ensure that the independence of the external auditors, are preserved. Below are the highlights for the Board Audit Committee work for the year 2015: Internal Company Controls In the pursuit of its core businesses and in its dealings with all stakeholders, the Company complies with its external and legal framework involving various general and special laws and their implementing rules and regulations. The Companyrsquos internal regulatory framework is primarily based on the corporate governance principles and policies laid down in its Articles of Incorporation and By-Laws, the Manual on Corporate Governance. the Code of Ethics and Business Conduct, Board Protocols, Board Committeesrsquo Charters, and work procedures, and policies laid down by the Board Corporate Governance Committee, Board Audit Committee, Board Risk and Reputation Management Committee, the Group Mancom, AEV Corporate Mancom, Human Resources Committee, BIT Committee, Investment Committee, Insurance Management Committee, among others. Board Audit Committee Self-Assessment The Board Audit Committee Self-Assessment for showed exemplary compliance to the standards required of a Board Audit Committee under the SEC Revised Code of Corporate Governance. In compliance with SEC Memorandum Circular No. 4: Guidelines for the Assessment of the Performance of Audit Committees of PLCs, the Board Audit Committee and the Board of Directors approved the Amended Board Audit Committee Charter, on August 2, 2012 and September 27, 2012, respectively. The Company also disclosed to the PSE and SEC, the SEC FORM 17-C in compliance with the SEC Memorandum Circular No. 4 last October 4, 2012. No additional self-assessment was required to be conducted in 2015. The role of the Board Audit Committee is important because it ensures that local investors and global capital markets rely on quality financial statements. The Board Audit Committee approves and submits accurate and transparent financial disclosures and observes adequate risk controls. The Board Audit Committee Charter contains its purpose, membership, structure, operations, reporting procedures, resources, assessment of the members of the committee and other relevant information. As reported by the Chairman of the Board Audit Committee in the Annual Report, the Companyrsquos internal controls are adequate and the basic control assertions of reliability and integrity have been satisfactorily complied with. Standardization and alignment of processes across the Group have also been satisfactorily addressed in 2013 and throughout 2015. Report of the Board Audit Committee For 2015, the Company did not receive any sanctions from regulators on financial reports nor did it receive any qualified, adverse and disclaimer opinions on its external audit report. The Board Audit Committee also reported to the Board on the adequacy of the Companyrsquos current internal controls. The Board Audit Committee recently passed its 2015 mandatory self-assessment for audit control, procedures and system. There was no incidence where the Company did not comply with any listing rules and regulations over the past year. The Company also disclosed to the SEC and the PSE its compliance with SEC Memorandum Circular No. 4-2012, Guidelines for the Assessment of the Performance of Audit Committee of Companies Listed on the Exchange last October 4, 2012 based on SECrsquos compliance monitoring schedule. The Board Risk and Reputation Committee The Board Risk and Reputation Management Committee primarily assists the Board, and to some extent the Board Audit Committee, in fulfilling the corporate governance responsibilities relating to risk management and brand reputation. The Board Risk and Reputation Management Committee assists in defining the Companyrsquos risk appetite and tolerance levels and oversees the risk profile and performance against the defined risk appetite. It is also responsible for overseeing the identification, measurement, monitoring and controlling of the Companyrsquos principal business risks. With respect to reputation management, the Committee likewise oversees reputational risks and provides guidance to management in corporate branding and communication strategies. The Board Risk and Reputation Management Committee oversees the Companyrsquos Enterprise Risk Management (ERM) initiatives. The Companyrsquos ERM pillars are Risk Management Governance, Process and Integration, Risk Finance and Capability Building. The Board Risk amp Reputation Management Committee is composed of four directors, one of whom is independent, as well as two non-voting members in the persons of the Chief Financial Officer (CFO) and the Chief Risk and Reputation Management Officer. The Board Risk and Reputation Management Committee is currently composed of the following: Attendance record of members of the Board Risk and Reputation Management Committee has been consistently good. Individual directorsrsquo percentage record of attendance was at 89.00 and overall percentage of directors present at said meetings was at 88. In its 2015 meetings, the Board Risk and Reputation Management Committee reviewed, discussed, updated and approved the following matters: Other Company Committees and Group Initiatives The Company and its Management team work through other committees for the formulation and implementation of management policies. The Group Management Committee (Group ManCom) reviews and approves group-wide polices and initiatives and conducts Key Talent Reviews. The committee also serves as Risk Management Council that ensures proper implementation of the Risk Management framework and its strategies, policies, and key initiatives. It reviews and monitors the Grouprsquos top risks and emerging risks and ensures implementation of corresponding risk mitigation. The Committee approves all risk transfer programs with insured values beyond P2 billion. It is composed of the President amp Chief Executive Officer, who is the Chairman, and the Team Leaders of the Strategic Business Units (SBUs), Chief Human Resources Officer, and Chief Financial Officer, as members. The AEV Management Committee is in charge for the following functions: (a) Review and approve Corporate Center initiatives that enhances governance, business partnering and being a knowledge center for support services (b) Review and recommend initiatives to Group ManCom that will require participation from the SBUs and/or will have an impact to the SBUs and (c) Review and approve Corporate Center policies, organization structure, promotions, benefits, budgets and plans and Conducts Key Talent Reviews. The Chairman is the Companyrsquos Chief Executive Officer. The members are the Chief Human Resources Officer, Regulatory Team Leader, Chief Financial Officer, Chief Strategy and Investment Officer, Chief Legal Officer/Compliance Officer, the Companyrsquos Treasurer, the Chief Technology Officer, the Companyrsquos FVP ndash Controller, the Companyrsquos FVP ndash Human Resource and Quality, and the Chief Strategy and Investment Officer. The Insurance Management Committee is created to perform the reviews and approval of (a) Business interruption assumptions for the sum insured and indemnity period (b) Replacement value of the business unitrsquos physical assets (c) All insurance lines to be procured by the business units for operations and project requirements (d) All insurance quotations and (e) Insurance programs of business units with insurable risk value of up to pi2 billion. The Chairman is the Chief Financial Officer. The members are the Chief Reputation and Risk Management Officer, AboitizPowerrsquos Chief Financial Officer, the SBUrsquos Finance Team Leaders, and the Financial Risk Management Officer. The Investment Committee has the following functions: (a) Provide a standard way of pulling together information on investment opportunities (b) Provide early opportunity for information to flow in two ways to help team members and management to understand any deal and (c) Ensure timely investment and timely evaluation of opportunities available to the Company. The Chairman is the President amp Chief Executive Officer. The members are the Chief Financial Officer, Chief Strategy and Investment Officer, Deal Team Leaders, SBUrsquos Chief Executive Officer, the SBUrsquos Chief Financial Officer, and the business unitsrsquo Chief Operating Officer. The Risk Management Steering Committee is responsible for the following: (a) Review and recommendation of group-wide Risk Management and Insurance Policies, strategies and initiatives for RM Councilrsquos review and approval (b) Review, monitoring and reporting of implementation progress of group-wide Risk Management and Insurance projects and initiatives and (c) Serving as forum for discussing key risk issues, emerging risks and sharing Risk Management knowledge, best practices, experience and research work. Its Chairman is the: Chief Risk and Reputation Management Officer. The members are the Risk Management Team Leaders, and the SBU and business unitsrsquo Risk Managers. The Reputation/Corporate Social Responsibility/Sustainability Council performs the following functions: (a) Develop strategy and group-wide initiatives and related to reputation management, CSR, and sustainability (b) Set policies and guidelines related to corporate communication, media relations, branding, CSR and sustainability and (c) Review, monitor, and report implementation progress of group-wide projects related to corporate communication, media relations, branding, CSR, and sustainability. The Chairman is the Chief Risk and Reputation Management Officer and the members are the SBU and business unitsrsquo Reputation Managers. The BIT Committee formulates and manages IT policies, processes, structures, and systems of group - level issues where collective effort, knowledge, capital, or economy create a higher quality outcome. This is chaired by the Chief Technology Officer and the members are the SBU and business unitsrsquo IT Managers. The Human Resource Committee leads in the following matters of the Group: (a) Key HR initiatives in Corporate Center and the SBUs/business units (b) Group HR policies and practices (c) HR best practices and (d) Resolution of HR-related issues. The Chairman is the Chief Human Resources Officer and the members are the First Vice President ndash Human Resources and Quality, AEVrsquos HR Team Leaders, and SBU business unitsrsquo HR Heads. The Finance Committee performs the following functions: (a) Review long-term financing requirements including operational companies, greenfield projects, and business development projects which include acquisitions (b) Review placement limits and investment outlets (c) Review credit lines (short-term lines and single borrowerrsquos limit) (d) Review cash flows (e) Review foreign exchange hedging requirements and (f) Update market directions on interest rates and foreign exchange. The Chief Financial Officer chairs the committee. Its members are AboitizPowerrsquos Chief Financial Officer, the Companyrsquos Treasurer, and the Financial Team Leaders (as Invited Attendees). The Government Relations Committee (a) Coordinates all government-related activities across the group (b) Monitors relevant legislation and government policies (c) Develops good working relationships with government agencies, LGUs and business organizations, in coordination with different business units and the Aboitiz Foundation and WeatherPhilippines Foundation and (d) Participates and provides inputs to government committee hearings and public consultations. It is chaired by an AEV Executive Officer. The members are the AboitizPower President and Chief Operating Officer, the Government Relations Team Leaders, AboitizPowerrsquos Regulatory Team Leaders, and the Chief Legal Officer. The Legal Executive Committee (LexCom) is formed to do the following: (a) Report and assess the Companyrsquos corporate governance compliance track records, identifies and mitigates legal risks, reviews litigation management procedures, tax protocols, current litigation issues and other related matters affecting the Aboitiz group, including overall legal expenditure of the business units (b) Ensure a comprehensive legal compliance program of the company (c) Initiate the formal adoption of the Companyrsquos Code of Conduct, clarify responsibilities, and inform other stakeholders on the conduct expected from company personnel and (d) Regularly update management on ongoing projects or activities of the Legal and Corporate Services Team. It is chaired by the Chief Financial Officer. The members are the Chief Legal Officer and Compliance Officer, Human Resources Officer, Chief Reputation and Risk Management Officer, the Legal and Corporate Services Legal Team, and AboitizPowerrsquos Chief Financial Officer. The LexCom is one of the Companyrsquos institutional venue enabling members of the Legal and Corporate Services Team to meet with the executive management to discuss legal issues and concerns that affect the Group. The members report, discuss and assess corporate governance compliance track records, identification and mitigation of legal risks, review of litigation management procedures, tax protocols, current litigation issues and other related matters affecting the Aboitiz Group, including overall legal expenditure of the Companyrsquos business units. The LexCom meets every two months to regularly update management on ongoing projects or activities of the Legal and Corporate Services Team. The purpose of these meetings is to provide Executive Management with up-to-date and relevant legal developments within the subsidiaries and affiliates of the Company. The LexCom reviews if there are any requests for waivers or exemptions of company governance rules. The LexCom initiates the formal adoption of the Companyrsquos Code and proper conduct that guides individual behavior and decision-making, clarifies responsibilities, and informs other stakeholders on the conduct expected from company personnel. The LexCom sets the policies and procedures for curbing and penalizing company or employee involvement in unethical behavior, such as offering, paying and receiving inappropriate rewards. The Office of the Chief Legal Officer is responsible for ensuring compliance by the Company, and its subsidiaries and affiliates, with all relevant laws, rules and regulations, as well as all regulatory requirements, including the protection and respect for intellectual property rights. The LexCom is responsible for the comprehensive legal compliance program of the Company. As part of its program, the LexCom and the Office of the Chief Legal Officer oversees the appropriate training and awareness initiatives to facilitate understanding, acceptance and compliance with the said issuances by the employees and the business units. The LexCom also reviews or recommends the appropriate dispute resolution system for conflicts and differences with counterparties, particularly with shareholders and other key stakeholders to ensure that they are settled in a fair and expeditious manner from the application of a law, rule or regulation especially when it refers to a corporate governance issue. The Office of the Chief Legal Officer explains the rationale for any such action as well present the specific steps being taken to finally comply with the applicable law, rule or regulation. The LexCom also serves as an additional whistle blowing forum, in addition to the CEOrsquos, Chairmanrsquos, and the Board Corporate Governance Committee oversight. Any complaint of whistleblowers are encouraged, reviewed, investigated and reported to the Lexcom for discussion and appropriate action. The LexCom Functional and Strategic Structure below shows the two-way flow of information of legal issues from the BUs to the Board and the forum for addressing legal and corporate governance issues. Board Processes Schedule of Board Meetings During the last board meeting of every year, the members of the Board agree on the schedule of meeting for the next financial year. The final date of meeting for the succeeding year, as well as the time and venue of the meetings are circulated to the Board and uploaded in the Diligent Board Books right after the last meeting of the year. Pursuant to the Manual on Corporate Governance of the Company, the Board of Directors of the Company meets at least once every two months or at least six (6) times a year. In 2015, the board meetings of the Company were as follows: January 27, 2015, March 26, 2015, May 18, 2015, July 29, 2015, September 24, 2015, and December 4, 2015. Attendance of Directors to Board Meetings The attendance of individual directors in board meetings is reported to the Board Corporate Governance Committee by way of the Board Performance Report and to the SEC through the filing of the Annual Corporate Governance Report. The attendance of the directors to the Companyrsquos board meetings in 2015 was good. The attendance of the directors to the Companyrsquos board meetings in 2015 was exemplary with an overall percentage of 96.3 attendance record for the nine (9) regular and special board meetings including strategy meetings for each director and 96.3 presence of directors per meetings. Quorum Requirement for Board Approvals In accordance with Section II Article 3 of the Companyrsquos By-laws, a majority of the members of the Board shall constitute a quorum. This same requirement is in accordance with Section 25 of the Corporation Code. As practiced, decisions of the Companyrsquos Board are always made with the consensus or vote of all of the Companyrsquos independent directors and other directors resulting in at least 2/3 or a unanimous vote of all directors of the Board. Meeting of Non-Executive Directors at Least Once a Year (Without Executives Present) As provided in the Companyrsquos Board Protocol, the Companyrsquos Independent Directors meet at least once a year for an Executive Session. The Independent Directors may also meet periodically in an executive session with no other Director or management present except for the Chairman of the Board Corporate Governance Committee who shall call for and preside the meeting. Topics for discussion during these executive sessions shall be determined by the Independent Directors, but actions of the Board generally should be taken separately during Board meetings. The Independent Directors met with the non-executive directors, including the Chairman of the Board Corporate Governance Committee, at Taguig City on July 23 and 29, 2015 for their informal discussion of issues. Board Materials Circulation Timeline Based on existing Board Protocols adopted by the Board Secretariat, the board materials for directors are provided to the Board. The Board Secretariat ensures that the Board materials are uploaded to the Aboitiz Boardbooks and available for reading at least five (5) business days prior to a board meeting. Board meeting agenda items include reports on the generation businesses per sector, the power distribution business, energy trading updates, business developments, power regulatory updates and issues, investment proposals and business transactions, business strategies, financial and management reports, treasury reports, and top risks of the Company, among others. Role of the Company Secretary The Companyrsquos Corporate Secretary plays a significant role in supporting the Board in discharging its responsibilities through management of a Board Secretariat, through inputs to the agenda, review of reports and PSE and SEC compliance, through an oversight of investor concerns, oversight of stock and transfer agent, and active participation at Board meetings. The current Corporate Secretary is a member in good standing of the Philippine and New York State Bar and alumni of the Institute of Corporate Directors and Professional Directorsrsquo Program. The professional members of the Board Secretariat are lawyers and accountants who are also alumni of the Corporate Governance and Professional Directorsrsquo Program. The members of the Board have free access to the Chief Legal Officer of the Company and to the legal team in general. This line of communication supports effectiveness of governance practices. Recent global practices show that the governance effectiveness at any company benefits from the board of directorsrsquo expanded interaction with the general counsel or chief legal officer. This enhanced interaction goes beyond the traditional practice of general counsel attendance at board meetings, responding to questions and presenting reports on specific agenda matters. Although the level of interaction has not reached a formal practice, AEV directors have informal opportunities to share perspectives with the legal team. Board Appointments and Re-Election Criteria in Selecting New Directors For an effective Board, the Company takes serious consideration of the selection of Members of the Board. The selection is based on the following minimum qualifications: (i) ownership of at least one share of stock of AboitizPower in compliance with the Corporation Code of the Philippines (ii) university education or sufficient experience in managing the business, in lieu of a college education (iii) at least 21 years old (iv) proven to possess integrity and probity (v) no conflict of interest (vi) able to devote his time in fulfilling his duties and responsibilities as Director (vii) practical understanding of the businesses of the Company (viii) membership in good standing in relevant industry, business or professional organizations and (ix) previous business experience. Each member of the Board is identified and selected for the depth of experience and wisdom he is expected to provide to the Company, considering that the Companyrsquos business is a unique aggrupation of businesses, requiring the capability to understand power industry financials and technical matters. The annual selection process is intended to appoint a diverse mix of highly competent directors and officers with in-depth knowledge and experience in the core industries of AboitizPower or corporate management, financial expertise, audit and governance experiences. Other factors considered are independent-mindedness, ethical behavior and value contribution of each director. The Company follows a formal and transparent board nomination and election process to ensure the interests of all shareholders. Any shareholder may nominate a director and Independent Director. Nominees for directors are submitted to the Board Corporate Governance Committee, to which the Nominations and Compensation Committee has been merged into. The overall procedure is in compliance with the Amended Implementing Rules and Regulations of the Securities Regulation Code. As a corporate practice, Directors of the Company sit as directors in no more than five (5) publicly - listed companies. Process Followed in Appointing New Directors The Companyrsquos Guidelines for the Constitution of the Nomination Committee and the Nomination and Election of Independent Directors are available in the Companyrsquos website at aboitiz under the Corporate Governance webpage. The Company also discloses the process of electing regular and independent directors in the Definitive Information Statement, copies of which are distributed to the shareholders and uploaded in the Companyrsquos website at aboitiz. Re-Election of Directors All directors are elected every year. A Board director holds office for one year until his successor is elected at the next ASM in accordance with the Corporation Code of the Philippines, the Companyrsquos By - Laws and the SEC guidelines. Shareholders may nominate board members individually through the nominations process. At the ASM, and in accordance with the Corporation Code of the Philippines, the Company follows the rule of One-Share, One-Vote. Under this rule, any minority shareholder can influence the board composition by individual nomination and by the power of cumulative voting rights. The right to cumulative voting is a statutory right granted by the Corporation Code of the Philippines. Directors Selection Database The Company uses professional search firms, external sources of candidates including director databases, professional organizations (whether Philippines or offshore) when searching for candidates for nomination of independent directors. The Company uses all available professional databases and information resources for the selection of Directors, whether through professional search firms or other external sources of candidates. Board Remuneration Matters Remuneration Policy and Practices of Executive Directors and CEO The Board membersrsquo remuneration is a form of reward and recognition to attract, retain and optimize the directors who continually deliver quality services for the growth of the Company. The Company rewards the individual directors through a board compensation package and the officers based on their stretched strategic goals and ability to execute their duties and responsibilities. The Companyrsquos performance reward philosophy is based on objective performance. Performance is evaluated and compensation is reviewed on an annual basis. The Board membersrsquo remuneration policy and practice is disclosed in the Companyrsquos Definitive Information Statement and the Annual Corporate Governance Report. Disclosure of the Fee Structure for Non-Executive Directors Shareholders or Board Approval for the Remuneration of Executive Directors and Senior Management AEV ensures that it pays its directors and officers competitively by comparing rates with other Philippine-based companies through market salary surveys. Changes in Board compensation, if any, are recommended by the Board Corporate Governance Committee, approved by the Board and voted on by the shareholders in a regular shareholders meeting. As approved by the shareholders during the Annual Stockholders Meeting held last May 16, 2011, each director receives a monthly allowance of 100,000.00 for each member and 150,000.00 for the Chairman. Each director receives a per diem of 100,000.00 per board meeting attended, except for the Chairman of the Board, who receives a per diem of 150,000.00. For every board committee meeting attended, each director is entitled to a per diem of 80,000.00, except for the Chairman of the Committee, who receives 100,000.00. There were no changes to the Board compensation recommended for shareholder approval in 2012, 2013 and2014. The 2014 remuneration was considered at par with peers in the industry. In the last Annual Stockholders Meeting of 2015, the shareholders approved an increase in the compensation of the directors to take effect after May 18, 2015, details are as follows: All proposed changes in Board remuneration are approved by the shareholders and disclosed to the public in a timely manner through PSE and SEC disclosures and the Companyrsquos Annual Report. The Company reviews Board remuneration by benchmarking against other Philippine publicly listed companies. It also participates in market surveys to benchmark board remuneration. The non-executive directors do not receive any additional compensation, options, performance shares or bonuses from the Company. Independent Non-Executive Directors Do Not Receive Options, Bonuses or Performance Shares The non-executive directors do not receive options, performance shares or bonuses. Company executive officers do not receive stock options or performance shares. Internal Audit The Companyrsquos Internal Audit Function The Company has a fully functional independent internal audit team, the Group Internal Audit. The Group Internal Audit is overseen by the Board through the Board Audit Committee. The independent internal auditors of the Company report directly to the Board Audit Committee and the Board Audit Committee has the ultimate authority and responsibility to select, evaluate, recommend and replace the independent auditors. The Board Audit Committee represents the Board in its oversight responsibility over all audit-related matters of the Companyrsquos group companies. It oversees the optimization of effective financial management, as well as compliance with regulatory reporting requirements for all business units. The Head of Group Internal Audit The Company did not hire or engage an external firm to head Group Internal Audit (GIA). Ms. Marie Tanate who heads the GIA holds the position of Assistant Vice President for Internal Audit. The report discloses the position of Ms. Tanate as head of the GIA. The Board Audit Committee to Appoint and Remove the Internal Auditor By defined policy, the Board Audit Committee has the primary responsibility to recommend the appointment and removal of external auditors to the Board of Directors and pre-approves audit plans and the scope and frequency of audits before an audit is actually conducted. Risk Oversight Companyrsquos Internal Procedure/Risk Management System The primary purpose of the Board Risk and Reputation Management Committee is to assist the Board, and to some extent the Board Audit Committee, in fulfilling the corporate governance responsibilities relating to risk management and brand reputation. The Board Risk and Reputation Management Committee assists in defining the Companyrsquos risk appetite and tolerance and oversees the risk profile and performance against the defined risk appetite. It is also responsible for overseeing the identification, measurement, monitoring and controlling of the Companyrsquos principal business risks. In reputation management, the Committee oversees Brand Identity, Brand Image, Brand Integrity and Capability Building of the Companyrsquos Reputation Team. It also handles Reputation Issues Management, Corporate Branding and Communication Strategy, and identifying the governance structure to support its framework. The Board is cognizant and committed to having a risk aware corporate culture. The Board oversees the Companyrsquos risk and reputation management functions through the Board Risk and Reputation Management Committee. The Board has adopted a formal risk management policy to guide and direct the Companyrsquos risk and reputation management and compliance processes and procedures. In 2011, the Companyrsquos Chief Risk Management Officer implemented the phases of the Companyrsquos Enterprise Risk Management (ERM) platform and conducted a study to benchmark the Companyrsquos practices with internationally recognized standards. The incumbent Chief Reputation and Risk Management Officer has continued the planned outlay of the Companyrsquos ERM program. The Board Risk and Reputation Management Committee represents the Board in discharging its responsibility relating to all risk management-related matters across the Aboitiz Group of Companies. This Committee does not have decision-making authority, except in the circumstances outlined in the Manual on Corporate Governance or to the extent that the Board expressly delegates certain authority to it. The Board Risk and Reputation Management Committee is composed of four directors, one of whom is independent, as well as two non-voting members, the Chief Financial Officer (CFO) and the Chief Reputation and Risk Management Officer. The Company discloses its internal control procedures and risk management systems through the Risk Management Report of its Chief Reputation and Risk Management Officer in the Aboitiz Integrated Annual Report. The report shows a review of the Companyrsquos material controls and risk management systems, key Group risk management developments, and a discussion of the Companyrsquos top risks. The Risk Management Team pursued various initiatives for 2014, such as the development and implementation of a Level 5/Regional Scenario Business Continuity plan, a conduct of risk engineering surveys, developing better insurance programs for the Aboitiz Group, review, assessment and development of groupwide Business Continuity Plan table top test plans, Risk Management Integration with Key Internal Processes, Improved Integration of Risk Subject Matter Experts, 2014 Risk Maturity Index Assessment, Risk Management Information System Phase 1 and 2, Risk Management Policy Review, ERM Process Audit, and development of a sustainability roadmap. (See Risk Management Report in the Aboitiz Integrated Annual Report at aboitiz) Review of Companyrsquos Material Controls and Risk Management System The Aboitiz Integrated Annual Report shows a review of the Companyrsquos material controls and risk management systems, key Group risk management developments, and a discussion of the Companyrsquos top risks. The Risk Management Team continues to pursue various initiatives for 2015, such as the development and implementation of a Level 5/Regional Scenario Business Continuity plan, a conduct of risk engineering surveys, developing better insurance programs for the Aboitiz Group, review, assessment and development of groupwide Business Continuity Plan table top test plans, Risk Management Integration with Key Internal Processes, Improved Integration of Risk Subject Matter Experts, 2014 Risk Maturity Index Assessment, Risk Management Information System Phase 1 and 2, Risk Management Policy Review, ERM Process Audit, and development of a sustainability roadmap. (See Risk Management Report in the Aboitiz Integrated Report at aboitiz) Management of Key Risks The Company discloses how key risks are managed in its Annual Report. The Companyrsquos top challenge in 2015 was and still remains the growing of a sustainable business with a corresponding organizational capability, given the regulatory risks of its businesses. In 2015, AEV focused on execution of its growth pipeline for both existing core businesses building of its business development team planning and pursuing plans to grow the scale of its other core industries other than power in order to lessen linkage of AEV performance to AboitizPower performance promote good governance practices plan and support execution of shift to CSR 2.0 and ensure that financial and operating risks are managed. In 2014, AEVrsquos food group also pursued it strategy to enter the ASEAN market with the purchase of its first feed mill operations in Vietnam and the opening of a Representative Office in Indonesia. This overseas expansion carries both opportunities for cross border businesses and partnerships as well as the risks and challenges of navigating new markets, different political regimes and new regulatory framework. AEVrsquos land business also forged ahead with the expansion of its economic zones through the acquisition of Lima Land, Inc. in Malvar, Batangas and new partnerships for mixed land use developments in Cebu City. The substantial expansion of AEVrsquos land development sector requires investment in financial and human capital. In all these developments and execution for growth plans of the Company, the Board continues to review and monitor the evolving risks and threats to the Companyrsquos businesses. Such risks include: reputational risk, competition risk, regulatory risk, financial risk and commodity price risk. (See Risk Management Report in the Aboitiz Integrated Annual Report at aboitiz) In order to support the growth and expansion of its businesses, the Companyrsquos strategy is to provide corporate support to the Companyrsquos business units. The AEV Corporate Centerrsquos mission is to provide management services and business solutions to all its business units. AEV Corporate Center is committed to create and maintain long term value for all stakeholders by being the Knowledge Center, a Business Partner and a Governance Center of the Aboitiz group of companies. Each functional unit of the Company, such as the Corporate Centerrsquos Human Resources, Treasury, Accounting, Risk and Reputation Management, Legal and Corporate Services, and IT Teams support the business units in these three corporate center key areas. Adequacy of the Companyrsquos Risk Management System The Companyrsquos Annual Report contains an assessment from the Board of Directors of the Companyrsquos internal controls. The overall assessment of the statement of the effectiveness of the system of internal controls of the company is also presented and discussed during the first Board Audit Committee meeting. People on the Board The Chairman of the Board The Board is led by a Chairman who is very knowledgeable about the Companyrsquos core businesses is seasoned in corporate finance, and has a deep commitment to corporate social responsibility. The Chairman, who is a non - executive director, ensures that the Board functions in an effective, robust and collegial manner. The Companyrsquos CEO is related to the Chairman of the Board by six civil degrees of separation. All decisions and dealings with each other are done in a professional manner, in keeping with an Aboitiz Family Constitution that sets strict standards for each memberrsquos work involvement in the Aboitiz Group of Companies. (See Section on Information on Directors and Officers at aboitiz) The Chairman of the Board is a Different Person from the CEO To ensure a clear distinction of the responsibilities in the management of the Companyrsquos business, the positions of the Companyrsquos Chairman and CEO are held separately by different individuals. The Chairman of the Board, Mr. Enrique M. Aboitiz and the Companyrsquos CEO, Mr. Erramon I. Aboitiz were elected to their respective positions during the Organizational Meeting of the Board last May 18, 2015. Former CEO does not Serve as Director of the Board The Companyrsquos current regular and independent non-executive directors have not served as CEO of the Company in the past two years. The Chairman is not a former CEO of the Company The Companyrsquos Chairman of the Board, Mr. Jon Ramon Aboitiz has not served as CEO of the Company in the last two years. The profile and qualifications of Mr. Aboitiz can be viewed in aboitiz. Roles and Responsibilities of the Chairman The roles and responsibilities of a member of the Board of Directors and Chairman of the Board are clearly defined in the Companyrsquos Amended By-Laws and in the Manual on Corporate Governance which are available at aboitiz. Skills and Competencies of Directors The Companyrsquos Independent Directors are chosen from a diverse pool of experts. The selection process aims to align the Companyrsquos strategy with the right balance of different expertise and working experience in different businesses such as power, land, banking, infrastructure, foods, and disciplines such as legal, finance, accounting, economics and engineering. The Board Corporate Governance Committee undertakes a careful selection process by accessing professional databases, professional search companies and other alternative or informal databases. The Companyrsquos selection process ensures that at least one non-executive director has experience in the industries the Company operates in. For example, Mr. Antonio R. Moraza, who has been a non - executive director of the Company since 2009, is concurrently the President and Chief Operating Officer of AboitizPower, one of the Companyrsquos subsidiaries engaged in its main business of power generation and distribution. Moreover, Messrs. Justo A. Ortiz and Stephen T. CuUnjieng, who are likewise non-executive directors of the Company, have extensive banking experience relevant to the Companyrsquos banking unit. Policy on the Diversity of the Members of the Board The annual selection process is intended to appoint a diverse mix of highly-competent directors and officers with in-depth knowledge and experience in the core industries of the Company and/or corporate management and financial expertise. Other factors that are considered are independent - mindedness, ethical behavior and value contribution. The Company follows a formal and transparent board nomination and election process to ensure the protection of the interests of all shareholders. Any shareholder may nominate a director and Independent Director. Nominees for directors are submitted to the Board Corporate Governance Committee (to which the Nominations and Compensation Committee has been merged into). The overall procedure is in compliance with the Amended Implementing Rules and Regulations of the Securities Regulation Code. Board Performance Orientation Program for New Directors All newly-elected directors undergo a directorrsquos orientation program provided by independent service providers and other training programs that will enhance their understanding of roles and develop their technical knowledge to discharge their functions effectively. In addition, each new director undergoes an on-boarding process where each is given an on-boarding kit that contains relevant information on the Company and their duties and responsibilities as incoming directors. The on - boarding kit includes the Companyrsquos Annual Report, Code of Ethics and Business Conduct, Manual on Corporate Governance, and Board Protocol, among others. Briefings on relevant industry specific issues are also given to new directors. The onboarding process also includes one-on-one briefing by management. Policy on Continuing Professional Education Programmes The Company has a policy that directors shall attend the necessary training programs to enhance their understanding of their roles and to develop and maintain the required technical knowledge to discharge their functions effectively. Throughout the year, the Board participated and attended forums, seminars, and briefings on various issues and topics affecting the Company, with the end in view of gaining depth and understanding of the issues and concerns of the Company. These seminars and trainings included the annual joint risk and audit forum, discussions on current developments on the ASEAN Integration, the ASEAN Corporate Governance Scorecard, Financial Reporting Standards, the role of the Board in the Audit Committee and audit procedures, Philippine and Asia economic briefings by the Credit Suisse Economic Briefing and by BDO Unibank, Inc. The Board of Directors also participate in the annual joint risk and audit forum during which are discussed global risks and trends. The AEV recognizes that, for an effective corporate governance system, senior executives must constantly review and assimilate the principles of corporate governance consistently with the commitment of the Board of Directors. Newly hired or newly transferred team leaders and team members are required to take the in-house corporate governance e-learning seminar mandated by the Board. In addition, all Directors, together with key officers of the Company, are also required to attend annual in corporate governance seminars in compliance with SEC Memorandum Circular No. 20-2013, issued on December 6, 2013. Directors and officers attended the Companyrsquos SEC mandated Corporate Governance Seminar held in March 25, 2015 in partnership with the Institute of Corporate Directors. Succession Planning for the CEO and Key Management Positions The Company has in place the Aboitiz Talent Management Program (ATMP). This program addresses the top executive succession planning and group-wide organizational executive and management bench. The 18 program guidelines and developments are presented and reviewed by the Board Corporate Governance Committee. Strengthening the Organization In 2015, the Company recently implemented changes to the organization structures of AEV. The Company believes these moves will effectively strengthen the organization and the leadership capabilities to successfully execute our long-term strategic plans. Only a strong team can drive excellent performance ndash especially at a time of growth amid a challenging business environment. The Companyrsquos aim is to continuously strengthen the leadership team and cultivate a unique performance culture. The Company continues to equip its people with the essential competencies to excel through leadership development and competency building programs. The Company takes pride in its leadership excellence, producing leaders from the ranks. Currently, 72 of its top executives are homegrown talents. To further strengthen the organizational capability and sustain the leadership performance, the Companyrsquos HR is now in the process of taking Group talent management into a new level of governance. It is maximizing synergies across the Companyrsquos Group, developing and implementing more effective and efficient HR solutions for its Strategic Business Units through an enterprise-wide HR management system. Board Members and Directors Annual Performance Assessment/Appraisal Disclosure of Process Followed in Conducting the Appraisal Disclosure of Criteria Used in the Board and Individual Assessment Members of the Board annually assess the Boardrsquos performance, their own individual performances, and the CEOrsquos performance through an annual Board Assessment Review overseen by the Board Corporate Governance Committee. The Board Corporate Governance Committee regularly conducts the Board Self-Assessment Review and the CEO assessment. Results of the Board, Self and CEO Assessments for 2015 were presented to the Board Corporate Governance Committee and circulated to the Board for their review and feedback. The process followed and the criteria used in assessing the annual performance of the board and its committees, individual directors and the CEO/President are disclosed in the Companyrsquos Annual Report assessment and director appraisal. To date, there have been no instances where non-executive directors resigned and raised issues of governance-related concerns. There have also been no major or minor corporate governance scandals that have affected the Company. COMPANY AWARDS amp RECOGNITIONRobinsons Retail Holdings, Inc. s net income attributable to equity holders of the parent company expanded by 15.3 in the 3Q 2016 to P1.28 billion from P1.11 billion in the same quarter last year primarily due to the 17.8 increase in operating income. For 9M 2016, net income attributable to equity holders of the parent increased by 11.1 to P3.30 billion from P 2.97 billion last year. Read More raquo Robinsons Retail Holdings, Inc. s net income attributable to equity holders of the parent company climbed by 14.4 in the 2Q 2016 to P1.24 billion from P1.08 billion in the same quarter last year buoyed by the 18.8 lift in operating income driven mainly by the strong same store sales growth (SSSG) of 8.9 recorded during the period. For 1H 2016, net income attributable to equity holders of the parent increased by 8.6 to P2.02 billion from P1.86 billion last year. Read More raquo The Board of Directors of Robinsons Retail Holdings, Inc. (RRHI) approved on June 9, 2016 the declaration of a cash dividend in the amount of Sixty Three Centavos (P0.63) per share from the unrestricted retained earnings of RRHI as of December 31, 2015 to all stockholders of record as of June 29, 2016 and payable on July 25, 2016. Read More raquo Robinsons Supermarket Corporation, a wholly-owned subsidiary of Robinsons Retail Holdings, Inc. has partnered with HappyFresh Philippines for online grocery delivery service which was officially launched last Sunday, May 15, 2016. At the launch date, customers can make an order from within a 5km radius of 20 selected Robinsons Supermarket branches in Metro Manila. This will initially be offered to residents of Metro Manila and eventually to other urban centers in the country. Read More raquo Robinsons Retail Holdings, Inc. s core net earnings for the first quarter ending March 2016 which excludes interest income, equitized net earnings from its 40 stake in Robinsons Bank and forex gains or losses expanded by 9.6 to P696 million from P635 million last year. Read More raquo Robinsons Retail Holdings, Inc. posted a 21.9 increase in net income attributable to equity holders of the parent company to P4.34 billion from P3.56 billion for the full year ended 2015 arising from higher income from operations and other income. Read More raquo Robinsons Retail Holdings, Inc. s net income attributable to equity holders of the parent company expanded by 26.7 for the first nine months ending in September 2015 to P2.97 billion from P2.35 billion in the same period last year due to the increase in operating income and the interest income on bond investments. Read More raquo Robinsons Retail Holdings, Inc. through its wholly-owned subsidiary Robinsons Incorporated, entered into a partnership today with Savers Appliance Depot, a consumer electronics and home appliance store chain owned and operated by Savers Electronic World, Inc. Read More raquo Robinsons Retail Holdings, Inc. s net income attributable to equity holders of the parent company grew by 36.2 for the first six months ending in June 2015 to P1.86 billion from P1.37 billion in the same period last year due to the increase in operating income and the interest income on bond investments. Read More raquo The Board of Directors of Robinsons Retail Holdings, Inc. (RRHI) approved on July 16, 2015 the declaration of a cash dividend in the amount of Fifty One Centavos (P0.51) per share from the unrestricted retained earnings of RRHI as of December 31, 2014 to all stockholders of record as of August 7, 2015 and which shall be paid on September 4, 2015. Read More raquo Our Retail Segments
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