The Company encourages active shareholder participation by sending the ASM notice and agenda at least 28 days before the ASM. The notices, agenda, and the rationale for each agenda item, as well as sample proxies and meeting venue are also made available on the Company’s website. Comprehensive profiles of the nominees for directors are disclosed in advance to allow shareholders to evaluate them before the ASM.
The Definitive Information Statement (SEC Form 20-IS) is sent to shareholders at least 15 business days before the ASM. Copies of the Integrated Annual Report are also provided during the meeting with downloadable versions posted in the Company’s website. Shareholder registration has also gone fully digital. To register, shareholders are only required to present their valid IDs in order for their information to be pulled out from the shareholder database. The shareholder will then be requested to check and/or update their personal information for accuracy.
Board members, the CEO, CFO, independent auditors, stock transfer agent and other key officers attend the ASM and make themselves accessible to shareholders. Questions from shareholders are also encouraged by the Chairman during the meeting.
During the 2018 ASM, shareholders approved and ratified the amendment of the Company’s By-Laws to change the ASM date from the third Monday of to the fourth Monday of April of each year. The change in the ASM date ensures that the Company’s financial reports and information statements are published within the first quarter following the end of the previous fiscal year, in accordance with best corporate governance practices. The amendment also clarified that, in accordance with existing laws and regulations, the ASM venue may be held in any city or municipality within Metro Manila. Shareholders and stakeholders were also able to evaluate the conduct of the meetings, including presentations, registration process, venue, as well as food and refreshments. Suggestions for improvement were evaluated and discussed by the ASM working teams during a post-mortem meeting.
Virtual Annual Stockholders Meeting
The year 2020 and 2021 brought with it the challenge of an unprecedented global pandemic. Business activities worldwide ground to a near standstill as governments imposed tight restrictions on travel and social gatherings to control the spread of COVID-19. Faced with these challenges, AEV held – for the first time ever – a Virtual ASM. Despite the difficulties posed by the community quarantine restrictions, both ASMs were held on schedule, and in a business-as-usual manner, without needing to avail of the ASM extension period granted by the SEC to Philippine Companies. The notices for the ASM, information statements and the annual reports were also distributed on time to stockholders, through all available channels, including via quick response (QR) code, electronic mail, publication in newspapers of general circulation, and through each company’s respective websites. AEV also provided the ASM notice and information on all proposed resolutions, and the rationale and corresponding explanation for each agenda item requiring shareholders’ approval, 28 days before the date of the ASM.
Driven by its commitment to practice sound corporate governance and guided by its core value of innovation, AEV and AboitizPower were able to provide an accessible and convenient venue for its shareholders to exercise their basic and inviolable right to elect their representatives to the Boards of Directors while remaining in the comfort and safety of their homes.
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Minutes of the ASM
The approved shareholders’ resolutions with a summary of votes, the results of the organizational meetings, and the minutes of the ASM of AEV are disclosed and posted on the website the next day always. The minutes can be accessed in the Investor Relations Section of https://aboitiz.com/investor-relations/annual-stockholders-meeting/