The existing company policies of AEV and AboitizPower,
such as those found in the By-Laws, the Amended
Manual of Corporate Governance, the Code of Ethics
and Business Conduct, Board protocols, other Board
secretariat guidelines, and the Aboitiz Information
Management System protocols, ensure excellence in the
performance of the directors’ roles and responsibilities.
In 2015, the independent directors of both AEV
and AboitizPower worked closely with the internal
audit teams in the performance of their functions as
members of the Board Audit Committee.
To broaden the directors’ depth of knowledge and
industry competence, AEV and AboitizPower organized
seminars, lectures and orientations on highly technical
topics unique to or relevant to the Aboitiz Group’s
businesses. These included discussions on changing
regulatory oversight of the energy market and their
impact to AboitizPower, analysis and review of Aboitiz
risk maturity index results up to 2015, top residual
risks of the Aboitiz Group, cyber risks, political and
country risks, the World Economic Forum Global Risks,
mandatory corporate governance seminar, Philippine
economic briefings, and a review of the Aboitiz Group’s
strategic objectives and identified business strategies.
AEV and AboitizPower each have three Board
committees that assist their respective Boards in their
oversight responsibility over the Aboitiz business
units. These committees are the Board Corporate
Governance Committee (incorporating the former
Nomination and Remuneration Committee), the
Board Risk and Reputation Management Committee,
and the Board Audit Committee. Three independent
directors sit on the Board Corporate Governance and
Board Audit Committees, comprising a majority of
the membership of these Board committees. In the
Board Risk and Reputation Management Committee,
while not constituting the majority of the committee
membership, two independent directors sit in the
respective Board committees.
2015 was a hectic year for the directors with their
attendance and active participation at regular and
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special meetings. They were diligent in the performance
of their duties, and had an attendance score of above
96.3 and 92.59%, respectively, and a Board appraisal
average score of 3 on a scale of 1-5.
Rights of Shareholders
Principles
The rights of shareholders are unequivocally
recognized in the AEV and AboitizPower By-laws,
Code of Ethics and Business Conduct, and Amended
Manual of Corporate Governance. The policy
statements found in these documents reflect the
commitment of both companies to ensure the
protection of shareholder interests and concerns, as
well as the free exercise of these rights. These include
the rights to receive notices and attend shareholders’
meetings, to participate and vote in meetings on the
basis of the one-share, one-vote rule, to cumulate
their votes, to inspect corporate books and records,
to vote in person, in absentia or by proxy, to receive
dividends, to nominate and elect directors to the
Board, and to ratify corporate action, among others.
The Aboitiz Group believe that the rights and
interests of shareholders are aligned to that of the
controlling shareholders, not only in terms of returns
on their investments, but also in the sustainability
of the businesses. AEV and AboitizPower take
exceptional efforts in ensuring that their shareholders
receive timely public information affecting the
businesses they have invested in, and that everyone
receives their dividends in accordance with the
established dividend policy.
The commitment of AEV and AboitizPower to their
shareholders’ rights is shown in their well-defined
and published dividend policy, the regular holding of
the annual shareholders’ meetings, and the timely
and accurate disclosures with the Securities and
Exchange Commission, the Philippine Stock Exchange
and the Philippine Dealing Exchange. The Board
Secretariats of AEV and AboitizPower liaise with and
provide directions to the companies’ stock transfer
agent to ensure appropriate responses and the
immediate resolution of shareholders’ queries and
requests brought to their attention.
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