CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Apr 26, 2024
2. SEC Identification Number
34218
3. BIR Tax Identification No.
000-153-610-000
4. Exact name of issuer as specified in its charter
AYALA CORPORATION
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
37F to 39F, Ayala Triangle Gardens Tower 2, Paseo de Roxas cor Makati Avenue, Makati CityPostal Code1226
8. Issuer's telephone number, including area code
(02) 7908-3000
9. Former name or former address, if changed since last report
NA
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares
619,807,425
Preferred A Shares (Reissued)
5,244,515
Preferred B Series 2 Shares
30,000,000
Voting Preferred Shares
200,000,000
11. Indicate the item numbers reported herein
Item 9 - Other Matters
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Ayala CorporationAC
PSE Disclosure Form 4-25 - Results of Organizational Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of the Organizational Board of Directors' Meeting
Background/Description of the Disclosure
-
List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person
Position/Designation
Shareholdings in the Listed Company
Nature of Indirect Ownership
Direct
Indirect
Cezar P. Consing
President and Chief Executive Officer
10
324,376
Held thru PCD and ESOWN
Jose Rene Gregory D. Almendras
Senior Managing Director, Public Affairs Group Head
10,742
359,461
Held thru PCD and ESOWN
Alberto M. de Larrazabal
Senior Managing Director, Chief Finance Officer and Finance Group Head
0
106,575
Held thru ESOWN
Maria Franchette M. Acosta
Managing Director, Chief Legal Officer, Corporate Secretary, Compliance Officer, Data Protection Officer and Corporate Governance Group Head
0
0
-
Francisco Romero Milan
Managing Director, Chief Human Resource Officer and Corporate Resources Group Head
0
28,965
Held thru ESOWN
Karl Kendrick T. Chua
Managing Director, Data Analytics and Artificial Group Head
0
0
-
Catherine H. Ang
Managing Director and Chief Audit Executive
0
61,080
Held thru ESOWN (inclusive of 5,290 Voting Preferred Shares and 2,000 APB2R Shares)
Estelito C. Biacora
Executive Director and Treasurer
0
25,763
Held thru ESOWN
Josephine G. De Asis
Executive Director and Controller
0
55,287
Held thru ESOWN
Mark Robert H. Uy
Executive Director and Corporate Strategy Group Head
0
21,000
Held thru PCD
Jaime Z. Urquijo
Associate Director and Chief Sustainability and Risk Officer
0
15,627
Held thru PCD and ESOWN
Rosario Carmela G. Austria
Assistant Corporate Secretary
0
4,098
Held thru ESOWN
List of Committees and Membership
Name of Committees
Members
Position/Designation in Committee
Executive Committee
Jaime Augusto Zobel de Ayala
Chairman
Executive Committee
Delfin L. Lazaro
Member
Executive Committee
Cezar P. Consing
Member
Audit Committee
Rizalina G. Mantaring
Chairman
Audit Committee
Cesar V. Purisima
Member
Audit Committee
Chua Sock Koong
Member
Risk Management and Related Party Transactions Committee
Cesar V. Purisima
Chairman
Risk Management and Related Party Transactions Committee
Rizalina G. Mantaring
Member
Risk Management and Related Party Transactions Committee
Fernando Zobel de Ayala
Member
Corporate Governance and Nomination Committee
Chua Sock Koong
Chairman
Corporate Governance and Nomination Committee
Rizalina G. Mantaring
Member
Corporate Governance and Nomination Committee
Cesar V. Purisima
Member
Personnel and Compensation Committee
Chua Sock Koong
Chairman
Personnel and Compensation Committee
Fernando Zobel de Ayala
Member
Personnel and Compensation Committee
Rizalina G. Mantaring
Member
Finance Committee
Delfin L. Lazaro
Chairman
Finance Committee
Jaime Augusto Zobel de Ayala
Member
Finance Committee
Cezar P. Consing
Member
Finance Committee
Fernando Zobel de Ayala
Member
Sustainability Committee
Fernando Zobel de Ayala
Chairman
Sustainability Committee
Cesar V. Purisima
Member
Sustainability Committee
Chua Sock Koong
Member
Committee of Inspectors of Proxies and Ballots
Maria Franchette M. Acosta
Chairman
Committee of Inspectors of Proxies and Ballots
Catherine H. Ang
Member
Committee of Inspectors of Proxies and Ballots
Josephine G. De Asis
Member
List of other material resolutions, transactions and corporate actions approved by the Board of Directors
Our Board of Directors considered and approved the following:
1. Election of Mr. Jaime Augusto Zobel de Ayala as Chairman of the Board; 2. Election of Ms. Rizalina G. Mantaring as lead independent director; and 3. The 2024 stock option program pursuant to our Employee Stock Ownership Plan (the “Plan”). The program authorizes the grant to 111 executives, in accordance with the terms of the Plan, stock options covering up to a total of 790,000 common shares at a subscription price of Php588.29 per share, which is the rounded off volume-weighted average prices of our common shares at the Philippine Stock Exchange over the last 5-day trading days from April 19, 2024 to April 25, 2024.
Other Relevant Information
Please also be informed of the following members of our Management Committee:
Cezar P. Consing Jose Rene Gregory D. Almendras Maria Franchette M. Acosta Karl Kendrick T. Chua Alberto M. de Larrazabal Francisco Romero Milan Jaime Z. Urquijo Mark Robert H. Uy
Filed on behalf by:
Name
Maria Franchette Acosta
Designation
Corporate Secretary, Chief Legal Officer, OIC-Compliance Officer and Data Protection Officer