The Company believes that a commitment to proper disclosures and transparency of the businesses elicit the trust and confidence of stakeholders. The Aboitiz Group puts a high premium to its reputation and work at keeping this well-earned trust of stakeholders gained over the years. Pursuant to the Group’s commitment to transparency and accountability, the Company continues to improve its dedicated corporate governance web page on its website.

 

The corporate website makes available to the public, copies of the consolidated annual and sustainability report, annual reports, company disclosures, investor reports, organizational information, Board and Board Committee membership, policies such as the CG Manual, Code of Ethics, minutes of the ASM, Investor Relations Information, and other information relevant to stakeholders. The website serves as a resource center for stakeholders and the public. The Board Secretariat is also fully committed to ensuring full and accurate disclosures of information to shareholders, the public and all other stakeholders.

 

Transparent Ownership Structure 

 

The Governance and Compliance Team, as well as the Board Secretariat monitor and timely disclose any changes in the share ownership of their respective Directors, Executives, and Key Officers. They also ensure that trading blackouts are implemented at the right time and to appropriate individuals.

 

Every quarter, AEV and AboitizPower disclose a public ownership report detailing the extent of ownership of their respective controlling stockholders, including the shareholdings of subsidiaries and affiliates, and of Directors and Key Officers. In addition, the two companies disclose a list of their top 100 stockholders every quarter. They also disclose their top 20 stockholders, including record and beneficial stockholders owning more than five percent of their respective outstanding capital stock. Both companies, however, have no control over external stockholders who opt to put their shares under nominee holding companies such as the PCD Nominee Corporation, and are thus unable to make any disclosure on the details of beneficial ownership.

 

 

Please click here for the latest ownership structure.

 

 

Identity of the Beneficial Owners Holding 5% or More Shares 

Disclosure of Direct and Indirect Shareholdings of Major/Substantial Shareholders

Disclosure of Direct and Indirect Shareholdings of Directors and Senior Management

 

Based on the Company’s Public Ownership Report which was filed with the SEC and PSE and subsequently posted in the Company’s website, below is the direct and indirect ownership of directors and senior management of the Company as of December 31, 2023:

Insider Trading Prohibition

 

Insider trading is strictly prohibited under the Company’s General Trading Policy, the Code of Ethics, the Company’s Manual, and under the PSE and SEC rules. The Company’s General Trading Policy prohibits every member of the Company’s organization from any misuse of insider 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 Company’s shares. Any violations are required to be reported to the SGRPT Committee.

 

Reporting of Share Trades

 

The Company ‘s General Trading Policy requires 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 Disclosures (SEC Form 23-B and Public Ownership Report, the Annual Report, and the Information Statements 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.