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 25, 2024
2. SEC Identification Number
152747
3. BIR Tax Identification No.
000-153-790-000
4. Exact name of issuer as specified in its charter
Ayala Land, Inc.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
31F Tower One and Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati CityPostal Code1226
8. Issuer's telephone number, including area code
+632 7908 3111
9. Former name or former address, if changed since last report
N/A
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
14,860,153,913
Voting Preferred Shares
861,368,714
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 Land, Inc.ALI
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 Organizational Meeting of the Board of Directors
Background/Description of the Disclosure
-
List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer
Held by immediate family member sharing the same household
Lyle A. Abadia
Vice President
475
1,222,440
Held thru ESOWN
Robert Michael N. Baffrey
Vice President
0
0
-
Ma. Luisa D. Chiong
Vice President
3,456
1,088,403
Held thru ESOWN
Pauline Clarisse F. Darre
Vice President
0
105,000
Held by immediate family member sharing the same household
Dindo R. Fernando
Vice President
0
1,331,726
Held thru ESOWN
Rufino Hermann S. Gutierrez
Vice President
0
949,524
Held thru ESOWN and PCD
Stephanie J. Lingad
Vice President
0
1,052,459
Held thru ESOWN and PCD
Michael F. Magpusao
Vice President
0
571,687
Held thru ESOWN
Ferdie M. Mangali
Vice President
0
1,309,927
Held thru ESOWN
Enrique B. Manuel, Jr.
Vice President
0
901,446
Held thru ESOWN and PCD
Romeo T. Menpin, Jr.
Vice President
0
912,791
Held thru PCD
Carol T. Mills
Vice President
0
1,167,656
Held thru ESOWN
Roscoe M. Pineda
Vice President, Chief Information Officer and Data Protection Officer
0
0
-
Jose C. Platero, Jr.
Vice President
0
505,351
Held thru ESOWN
Alfonso Javier D. Reyes
Vice President
0
744,841
Held thru ESOWN and PCD
Isabel D. Sagun
Vice President and Chief Human Resources Officer
0
0
-
Darwin L. Salipsip
Vice President
0
1,086,992
Held thru ESOWN
Jeremy U. Sy
Vice President
0
0
-
Maria Clavel G. Tongco
Vice President
140,653
416,234
Held thru ESOWN
Jennylle S. Tupaz
Vice President
0
1,399,404
Held thru ESOWN and PCD
Richard T. Yap
Vice President
5,247
797,474
Held thru ESOWN and PCD
Annabeth R. Bernardo
Chief Audit Executive
0
148,483
Held thru ESOWN and PCD
Maphilindo S. Tandoc
Chief Risk Officer
0
448,418
Held thru ESOWN
Maria Franchette M. Acosta
Group General Counsel and Corporate Secretary
0
0
-
Ma. Florence Therese dG. Martirez-Cruz
Assistant Corporate Secretary
0
122,490
Held thru ESOWN and held by immediate family member sharing the same household
List of Committees and Membership
Name of Committees
Members
Position/Designation in Committee
Executive Committee
Jaime Augusto Zobel de Ayala
Chairman
Executive Committee
Cezar P. Consing
Member
Executive Committee
Anna Ma. Margarita B. Dy
Member
Executive Committee
Fernando Zobel de Ayala
Member
Executive Committee
Mariana Beatriz Zobel de Ayala
Member
Executive Committee
Rex Ma. A. Mendoza
Member
Personnel & Compensation Committee
Rex Ma. A. Mendoza
Chairman
Personnel & Compensation Committee
Cezar P. Consing
Member
Personnel & Compensation Committee
Cesar V. Purisima
Member
Audit Committee
Cesar V. Purisima
Chairman
Audit Committee
Rex Ma. A. Mendoza
Member
Audit Committee
Daniel Gabriel M. Montecillo
Member
Risk Oversight Committee
Surendra M. Menon
Chairman
Risk Oversight Committee
Cesar V. Purisima
Member
Risk Oversight Committee
Mariana Beatriz Zobel de Ayala
Member
Corporate Governance and Nomination Committee
Daniel Gabriel M. Montecillo
Chairman
Corporate Governance and Nomination Committee
Cesar V. Purisima
Member
Corporate Governance and Nomination Committee
Rex Ma. A. Mendoza
Member
Related Party Transactions Review Committee
Rex Ma. A. Mendoza
Chairman
Related Party Transactions Review Committee
Daniel Gabriel M. Montecillo
Member
Related Party Transactions Review Committee
Surendra M. Menon
Member
Sustainability Committee
Fernando Zobel de Ayala
Chairman
Sustainability Committee
Mariana Beatriz Zobel de Ayala
Member
Sustainability Committee
Anna Ma. Margarita B. Dy
Member
Inspectors of Proxies and Ballots Committee
Maria Franchette M. Acosta
Chairman
Inspectors of Proxies and Ballots Committee
Annabeth R. Bernardo
Member
Inspectors of Proxies and Ballots Committee
Ma. Luisa D. Chiong
Member
List of other material resolutions, transactions and corporate actions approved by the Board of Directors
Our Board of Directors also approved the following:
1. Designation of Mr. Daniel Gabriel M. Montecillo as our lead independent director;
2. Appointment of Messrs. Arturo G. Corpuz, Delfin L. Lazaro, Charles H. Cosgrove and Jaime Z. Urquijo as independent advisors to the Board of Directors; and
3. Executive appointments of the following officers as endorsed by our Corporate Governance and Nominations Committee: 3.1. George I. Aquino, Vice President effective May 1, 2024 3.2. Jose Eduardo A. Quimpo II effective May 15, 2024
Other Relevant Information
The profiles of Messrs. Aquino and Quimpo are attached herewith as Annex “A”.
Please also be informed of the following members of our Management Committee:
Anna Ma. Margarita B. Dy Dante M. Abando Augusto D. Bengzon Raquel S. Cruz Joseph Carmichael Z. Jugo Laurent P. Lamasuta Robert S. Lao Isabel D. Sagun Mariana Beatriz Zobel de Ayala
* Mr. Bengzon will serve as Treasurer until May 14, 2024
Ayala Land, Inc.ALI