Disclosure & Transparency

The Governance and Compliance Team, as well as the Board Secretariat, of AEV 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 disclose a public ownership report detailing the extent of ownership of their respective controlling shareholders, including the shareholdings of subsidiaries and affiliates, and of directors and key officers. In addition, AEV disclose a list of their top 100 shareholders every quarter. AEV also disclose their top 20 shareholders, including record and beneficial shareholders owning more than five percent of their respective outstanding capital stock. however, AEV has no control over external shareholders 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.

Transparent Ownership Structure 

Please click here for the latest ownership structure.

Monitoring of Insiders’ Share Ownership

While the Company encourages stock ownership by employees, to ensure ethical conduct, the Company through its Governance and Compliance Team and Board Secretariat, monitors the share ownership of directors, executives, officers and management team through the regular SEC disclosures of beneficial ownership (SEC Form 23-B), and tracking of compliance through the implementation of the Company’s General Trading Policy and Trading Black-out dates.

The Company is committed to elevating its standards of disclosure and transparency and the quality and depth of its corporate governance practices to enable the investing community to understand the true financial condition of the Company. Through the Investor Relations Office, the Office of the Corporate Secretary, the Annual Report, Aboitiz Integrated Annual Report, the Company website, the Company’s Information Statement, and all disclosures to the PSE, PDEx, and SEC, the Company publishes timely material information on all matters regarding the Company, including, the financial situation, performance, ownership, and governance of the Company. Regular disclosures include details of the Company’s subsidiaries, associates, joint ventures, and special purpose vehicles if any. There are no special arrangements enabling certain shareholders to obtain a degree of control disproportionate to their equity ownership that needs to be disclosed.

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

AEV disclose the beneficial ownership of their directors and key officers in regular filings of the Statement of Beneficial Ownership, and in the Annual Corporate Governance Report. The Revised General Trading Policies of AEV require the Board of Directors and officers to notify the Office of the Corporate Secretary immediately after they deal in company shares.

The Company has an existing policy requiring the Board of Directors and the officers to report to the Office of the Corporate Secretary any transaction related to the purchase and disposal of Company shares within one business day from the date of the transaction. The Company discloses the direct and indirect (deemed) ownership or shareholdings of major and/or substantial shareholders and the details of the subsidiaries, associates, joint ventures and special purpose enterprises/vehicles. The Company’s Information Statement and Public Ownership Report regularly filed by the Company likewise show the direct and indirect ownership of the Company’s shareholders, which include its Board, the Management Team, and employees. Regular disclosures to the PSE, PDEx and SEC are made in the event of any dealings in Company shares. These disclosures are available at the Company’s website and can also be accessed from the PSE portal.

As of December 31, 2021, the directors and key officers of AEV own the following shares:

All relevant disclosures were filed in a timely manner with the Securities and Exchange Commission (SEC), Philippine Stock Exchange (PSE), and the Philippine Dealing & Exchange Corp. (PDEx). All the 2021 filings and relevant information were filed and disclosed within the period indicated below:

Insider Trading Prohibition

Insider trading is strictly prohibited under the Company’s General Trading Policy, the Code of Ethics and Business Conduct, the Company’s Manual on Corporate Governance, 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 Board Corporate Governance 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.