Disclosure and Transparency

The Board and Management of the Company believe 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 which can be accessed at https://aboitizpower.com/corporate-governance/governance-reports-and-scorecards/#previous-corporate-governance-reports .

The corporate website makes available to the public, copies of the annual corporate governance reports, annual reports, company disclosures, investor reports, organizational information, and Board and Board Committee membership, policies such as the Manual on Corporate Governance, Code of Ethics and Business Conduct, 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, to the general public and all other stakeholders.

Transparent Ownership Structure

According to the share register kept by the Stock Transfer System, Inc., the Company’s stock and transfer agent, as of December 31, 2018, AboitizPower had 634 shareholders. As of the same period, AEV, another publicly listed holding company, owned 5,664,530,783 shares or 76.98% of the 7,358,604,307 total outstanding and common stock entitled to vote. Of the Company’s total outstanding shares, 1,413,628,428 shares or 19.21% was held by the public. Moreover, the Company’s Directors and Officers owned 133,972,374 shares or 1.82% and the Company’s Affiliates owned 146,472,722 shares or 1.99% of the total outstanding common stock entitled to vote.

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 and management team through the regular SEC disclosures of beneficial ownership (SEC Form 23-B), and tracking of compliance of the Company’s Insider Trading Policy and Trading Blackout dates.

Identity of the Beneficial Owners Holding 5% or More Shares   

The Company periodically submits to the PSE a public ownership report detailing the extent of ownership of controlling shareholders, including the shareholdings of their subsidiaries and affiliates, and that of the Directors and Management. It submits to the PSE a list of its top 100 shareholders every quarter. It also discloses its top twenty (20) shareholders, including shareholders of record and beneficial owners owning more than five percent (5%) of the Company’s outstanding capital stock, and shareholdings of its Directors and Officers in the Company’s Information Statement sent out to shareholders annually. The Company, however, has no control over outside shareholders who may choose to put their shares under nominee holding companies such as the PCD Nominee Corporation, and is thus unable to make any disclosure on details of that ownership.

As disclosed in the Company’s 2018 Definitive Information Statement, as of December 31, 2018 the identity of the beneficial owners of AEV owning 5% or more are as follows:

Disclosure of Direct and Indirect Shareholders of Major / Substantial Shareholders        

The Company periodically submits to the PSE a public ownership report detailing the extent of ownership of controlling shareholders, including the shareholdings of their subsidiaries and affiliates, and that of the Directors and Management. It submits to the PSE a list of its top 100 shareholders every quarter. It also discloses its top twenty (20) shareholders, including shareholders of record and beneficial owners owning more than five percent (5%) of the Company’s outstanding capital stock, and shareholdings of its Directors and Officers in the Company’s Information Statement sent out to shareholders annually. The Company, however, has no control over outside shareholders who may choose to put their shares under nominee holding companies such as the PCD Nominee Corporation, and is thus unable to make any disclosure on details of that ownership.

Disclosure of Direct and Indirect Shareholdings of Directors and Senior Management

The Company discloses beneficial ownership in the regular filings of Statement of Beneficial Ownership and in its Annual Corporate Governance Report to the SEC, including the trading of Company shares by its directors and key officers.  Non-compliance with the policy may carry criminal and civil liabilities as well as reputational damage to the Company, the Board, the Management and the Office of the Chief Compliance Officer strictly enforce compliance with the Trading Policy.

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 as of December 31, 2018:

Insider Trading Prohibition       

Insider trading is strictly prohibited under the Code of Ethics and Business Conduct, the Manual, and the PSE and SEC Rules. The Company’s Manual on Corporate Governance prohibits every member of the Company from any misuse of inside 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 AboitizPower 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                      

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 and share transfer of directors, executives, officers and management team through the regular SEC disclosures of beneficial ownership (SEC Form 23-B), and further monitor compliance through the implementation of the Company’s Insider Trading Policy and Trading Black-out dates.

The Company has an existing policy requiring the Board of Directors to inform the  Office of the Corporate Secretary of 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.