GOVERNANCE


Disclosure and Transparency

We follow a disclosure policy and procedure that are practical and aligned with best practices and regulatory expectations.

To ensure the adequacy and comprehensiveness of each disclosure, we adopt the following disclosure practices:

  • We aim to release our financial statement 60 calendar days after the close of the financial year. In no case shall the issuance of the audited financial statement be later than 90 business days after the close of the financial year. In addition, the Board of Directors shall issue a certification together with the audited financial statement declaring the report to be fair and accurate. For 2017, the Board has reviewed and affirmed the true and fair representation of the annual financial statement report.
  • We update our company website to provide information on the financial as well as non-financial results of CHI’s business operations—including any changes including any changes in the company’s ownership structure and business group structure. The website has a downloadable Integrated Annual and Sustainability Report as well as notices of the Annual Stockholders’ Meeting, current by-laws, articles of incorporation, and other standard disclosures. We likewise aim to provide accurate and current information on our company’s history, governance, products and services, investor information, and sustainability programs in our website.
  • We address investor concerns through the joint effort of our Control and Analysis Department and the Corporate Communications Department. The names and contact details of the assigned officers in these offices for such concerns are made available to the public.

Stakeholders may also contact the Stakeholders Information Desk for assistance. Contact details are found on the Contact Us page of the website.

All disclosures are immediately posted on the Investor Relations section of our website and may be accessed through the following link: https://www.cebuholdings.com/disclosure_list/1/.

Furthermore, all information about our corporate governance practices are found on this link: https://www.cebuholdings.com/governance_list/1/.

To better communicate CHI’s programs and initiatives, the company has further enhanced its website by presenting information in a way that is easier for the public to read and access. Corporate Governance and investor relations disclosures are also regularly updated online for easy access.

DATE DISCLOSURE
March 7, 2017 SEC Form 23-B of Ayala Land, Inc. – 66.98% ownership dated Feb. 28, 2017
April 24, 2017 Results of Annual Stockholders’ Meeting (Ms. Anna Ma. Margarita B. Dy replaced Mr. Bernard Vincent O. Dy as Chairman of the Board)
August 15, 2017 Results of Board of Directors Meeting (Mr. Augusto D. Bengzon replaced Mr. Jaime E. Ysmael as member of the Board and Ms. Maria Luisa D. Chiong replaced Mr. Enrique B. Manuel, Jr. as Chief Finance Officer & Compliance Officer)
September 20, 2017 SEC Form 23-B of Ayala Land, Inc. – 71.96% ownership dated Sept. 18, 2017
December 06, 2017 Results of Board of Directors Meeting:

  1. The creation of a Related Party Transactions (RPT) Review Committee and the Charter of the Committee,
  2. The appointment of the Members of the RPT Review Committee,
  3. The declaration and payment of cash dividend of P0.15 per share to all stockholders of record as of Dec. 20, 2017, payable on Dec. 27, 2017,
  4. Setting of the 2018 Annual Stockholders’ Meeting on April 4, 2018,
  5. The renaming of the Risk Committee to the Risk Oversight Committee, and
  6. The revised Internal Audit Charter and the revised charters of the following committees: Risk Oversight Committee, Audit Committee and Corporate Governance & Nomination Committee)

 

Transparent Ownership Structure

We regularly disclose the top 100 holders of our common shares, the security ownership of beneficial owners having more than five percent of the company’s total outstanding stock, and the shareholdings of members of the Board of Directors and key management officers. These are submitted to the SEC, PSE and Philippine Dealing and Exchange Corporation (PDEx), and made available to the general public regularly through postings on our Investor Relations website page, the SEC’s Annual Corporate Governance Report, and the Definitive Information Statement sent to our shareholders. We also disclose the percentage of foreign ownership in the company on a monthly basis.

As of December 31, 2017, the total number of shares owned by the public amounted to 538,174,392 shares, equivalent to 28.03 percent of total outstanding shares.

We continue to strictly implement guidelines covering securities dealings to comply with government regulations.