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To help stakeholders gain a better understanding of the Company’s business and its process of value creation, a thorough discussion on both financial and non-financial performance indicators is provided in the Integrated Report. |
Please refer to pages 41-42 for the financial and non-financial performance indicators, respectively. |
BALANCE AS OF DECEMBER 30, 2019 ACQUIRED DISPOSED OF BALANCE AS OF DECEMBER 31, 2020 % TOTAL OUTSTANDING SHARES. |
DIRECTORS. |
Fernando M. Zobel de Ayala 237,264,671 113,700 - 237,378,371 1.73% |
Jaime Augusto M. Zobel de Ayala 1 195,200 - 195,201 0.00% |
Gerardo C. Ablaza, Jr. 1,000,001 -- 1,000,001 0.01% |
Jose Rene Gregory D. Almendras 1 500,000 - 500,001 0.00% |
John Eric T. Francia 78,981,271 -78,981,271 0.58% |
John Philip S. Orbeta 2,000,001 -- 2,000,001 0.01% |
Melinda L. Ocampo 1 -- 1 0.00% |
Ma. Aurora D. Geotina-Garcia 1 -- 1 0.00% |
Consuelo D. Garcia 1,000 -- 1,000 0.00% |
Sherisa P. Nuesa 240,000 600,000 - 840,000 0.01% |
Mario Antonio V. Paner elected on 4/20/20 1 - 1 0.00% |
OFFICERS. |
Solomon M. Hermosura 16,712,000 -16,712,000 -0.00% |
Dodjie D. Lagazo 6,526,166 -- 6,526,166 0.05% |
Maria Corazon G. Dizon 20,432,383 -- 20,432,383 0.15% |
Jose Maria Eduardo P. Zabaleta elected on 4/20/20 -- -0.00% |
Gabino Ramon G. Mejia 5,221,428 -- 5,221,428 0.04% |
Roman Miguel G. de Jesus 10,994,049 -1,550,000 9,444,049 0.07% |
Sebastian Arsenio R. Lacson appointed on 1/2/20 817,000 300,000 517,000 0.00% |
Danilo L. Panes 529,737 190,000 - 719,737 0.01% |
Alan T. Ascalon 623,173 46,000 - 669,173 0.00% |
Mariejo P. Bautista 2,252,677 122,000 - 2,374,677 0.02% |
Irene S. Maranan 4,402,718 929,000 1,400,000 3,931,718 0.03% |
Andree Lou C. Kintanar 1,584,660 -1,584,660 0.01% |
Ma. Teresa P. Posadas 213,898 21,000 -234,898 0.00% |
Henry T. Gomez -0.00% |
Changes in Shareholdings Reported trades of directors and officers of AC Energy Corporation’s Securities in 2020: |
Stakeholder Relations As a stronger, bolder, and faster energy company, AC Energy Corporation’ ultimate goal is to uplift the lives of its stakeholders and help build a more sustainable future for Filipinos. It aims to uphold the highest possible level of moral benchmarks and fairness in dealing with shareholders, customers, employees, and business partners to strengthen its foundation of long-term beneficial relationships. |
Shareholder Meeting and Voting Procedures Notice of regular or special meetings are sent to shareholders at least 21 or seven days respectively before the scheduled date. It details the agenda a nd sets the date, time, and place for validating proxies, which must be done at least five (5) business days prior to the annual stockholders’ meeting. Each outstanding common share of stock entitles the registered holder to one vote. |
For transparency and improved shareholder involvement, the Company provides multiple voting options such as appointing a proxy, voting in-person, or through electronic voting in absentia. The Company established a secure Electronic Voting in Absentia System that is accessible to all stockholders, easy to use, and allows stockholders to exercise their right if unable to attend the Annual Stockholders’ Meeting. Equal effect is given to votes whether cast in person or in absentia. Non-controlling or minority shareholders are given the right to nominate, elect, and remove candidates for board of directors. |
Shareholder and Investor Relations The Company encourages active participation and regular dialogue with institutional and retail investors. Information requirements of the investing public and minority shareholders are fully disclosed to the securities’ regulators on time and are accessible both through the company’s website and through the Philippine Stock Exchange. The Investor Relations Team who directly reports to the Group Chief Finance Officer provides for an avenue to receive feedback, complaints, and queries from shareholders other than through the annual stockholder’s meeting. |
Code of Conduct and Ethics All directors, officers, and employees are required to always act in the best interest of the Company. They are directed to avoid any situation that could interfere or appear to interfere with his or her independent judgement in performing his or her duties. The policy also prohibits employees from using their official position to secure a contract of employment for a related party, soliciting gifts or any property for personal gain from any individual or organization that deals with the Company and using Company information for personal gain. No employee may engage in any business or undertaking that is indirectly or directly in competition with or prejudicial to the interests of the Company. |
GOVERNANCE AND LEADERSHIP TEAM. |
Policy on Insider Tradings A policy on insider trading has been defined by AC Energy Corporation to ensure compliance with Corporate Disclosures Manual and prevent unlawful practice of using to one’s own advantage confidential information one has access to. |
Reporting of Transactions AC Energy Corporation has established and implemented guidelines for all directors, officers, and employees on when to declare trades. All directors and officers from Managing Directors and above, the Comptroller, Chief Audit Executive, Chief Risk Officer, Treasurer, Chief Compliance Officer, Corporate Secretary, and Assistant Corporate Secretary must report all acquisitions or disposals, or any changes in their shareholdings in the Company within the period specified in the policy. |
AC ENERGY CORPORATION 2020 INTEGRATED REPORT Enabling Sustainable Recovery 62 61. |
MESSAGE INTRODUCTION GOVERNANCE ANNEXES CREATING VALUE 2020 HIGHLIGHTS |
Trading Blackouts To ensure compliance with PSE Insider Trading Rules, the Company issues a blackout notice to all concerned whenever a price sensitive information has been disclosed to the Exchange. |
The Policy on Insider Trading provides that all directors, key officers, employees, consultants, and advisers of the Company who may have knowledge of material information that have not been disclosed to the public, including their immediate families, are prohibited from trading in AC Energy Corporation’s shares during the trading blackout period lasting from the time the information is obtained until a minimum of two trading days after the disclosure thereof with the PSE. In addition, they are also required to submit annually a certification of compliance with the prohibition against trading during the blackout periods. |
Policy on Related-Party Transactions AC Energy Corporation recognizes the fiduciary responsibility of its board of directors to ensure the fairness, transparency, and integrity of the Company’s related party transactions (RPTs) for the protection of all shareholders’ interest. To support the implementation of this duty, the Company has adopted a Related Party Transactions Policy that: ● Defines related party relationships and transactions ● Provides guidance in the review, approval, maintenance of registry, and disclosure of material RPTs to ensure that the terms are fair, and inure to the best interest of the Company and all its shareholders ● Mandates regular monitoring of the Company’s business relationships ● Promotes the objectives of the Securities and Exchange Commission (SEC) Rules on Material Related Party Transactions for Publicly Listed Companies ● Prohibits, remedies, and penalizes material RPTs deemed non-compliant with policy. |
The Board Risk Management and Related Party Transactions Committee is tasked with overseeing the implementation of this policy. |
Policy Against Sexual Harassment Increasing awareness of the value of respecting the dignity and rights of each employee is a commitment from AC Energy Corporation. The Company is dedicated to keeping its work environment free from sexual harassment and all forms of sexual intimidation and exploitation. In keeping with this commitment, the Company will not tolerate harassment of its employees and will penalize any such actions with a permanent ban from the Company working environment. |
Policy on Anti-Fraud AC Energy Corporation has adopted a zerotolerance policy towards fraudulent reporting, misappropriation of assets, corruption, bribery in any form, and all unethical practices, and is committed in taking all appropriate measures in complying with relevant laws and standards. The Policy on Anti-Fraud prohibits directors, officers, and employees, from doing business with malicious intent. It provides guidance to everyone on how to conduct business in a fair, ethical, and legal manner. Seeking unwarranted monetary and substantial advantage from any transaction is strictly forbidden. The policy also applies even if business was made through another person. |
Policy on Gift and Gratuities The Company has established guidelines on gifts and gratuities to protect the integrity of its employees and its business interest. Any offers given to directors, officers, and employees, or their immediate family, with an intent to influence business decisions and recommendations are strictly prohibited and must be disclosed immediately to the appropriate reporting level. Directors, officers,and employees are likewise prohibited from accepting gifts or invitations of any form, except token gifts of small value that meet the criteria set by the Company. |
Conflict of Interest Policy No officer or employee may be involved in any business or undertaking that influences or could influence the ability to exercise objectivity and perform responsibilities in the best interest of the Company. Any potential conflict of interest, actual or apparent, must be brought to the attention of the appropriate levels of authority and all relevant facts are required to be disclosed. |
Whistleblower Policy AC Energy Corporation conducts its business with the highest ethical standards. The Company and its directors, officers, and employees strive to uphold a culture of good corporate governance by heeding integrity in all its transactions internally, with its customers, suppliers, contractors, business partners, government, regulators and the public. |
The Whistleblower Policy provides a mechanism and an avenue to report any perceived wrongdoing, malpractice, and any irregularities that are contrary to the Company’s Core Values and protects whistleblowers against possible retaliation. |
The whistleblower may submit a written report directly to the Office of the Compliance Officer, or by email to whistleblower@acenergy.com.ph or through a face-to-face meeting with any of the Whistleblower Committee composed of one representative each from the Legal and Regulatory Department, Human Resources and Corporate Services, Internal Audit, and Enterprise Risk Management. |
There is an established investigation process on reported violation of Company policies, rules, and regulations. All reports are treated in confidence and monitored until resolution and closure. |
Data Privacy Policy In keeping its utmost commitment to safeguard and respect the right to personal data privacy of stakeholders, AC Energy Corporation appointed a Data Protection Officer, Atty. Alan T. Ascalon. With the support of the different business units, AC Energy Corporation’s data privacy team regularly reviews the security measures that the Company puts in place to maintain the integrity, confidentiality and availability of the personal data that it collects and processes. The policy aims to protect these data from accidental loss or destruction, unauthorized access, fraudulent misuse, and unlawful alteration. |
The Office of the Data Protection Officer can be reached through writing or email (acephdataprivacy@acenergy.com.ph) should there be any inquiries or concerns on data privacy or data subjects’ rights. |
Risk Management Risk management is embedded in the Company’s management practices and business operations. The Company ensures that risk management plays an integral part in its strategic planning process and value creation. |
ACEN’s Risk Management and Related Party Transactions Committee provides board-level oversight of the Company’s risk management activities. The Company’s risk management process is driven by the Chief Risk Officer, who leads the implementation of the Enterprise Risk Management process. The Company is also represented at the ERM council led by Ayala’s Risk Management unit. |
The Company seeks to continuously improve its risk management process by adopting processes and strategies in line with Ayala’s best practices. The Company is strengthening its approach to risk management by aligning its risks with current and emerging trends through research and by consulting with risk management experts. Earlier this year, AC Energy signed up as a supporter of the Task Force for Climate-Related Financial Disclosures. This includes improved disclosures over risk management of material climate risks. |
Website Information on the company’s corporate governance initiatives, this Integrated Report, and all other relevant information is available on the company’s website at https://www.acenergy.ph. |
As part of our stakeholder engagement, AC Energy also maintains social media a ccounts at. |
Facebook https://www.facebook.com/acenergyinc/ and LinkedIn https://ph.linkedin.com/company/acenergyinc. |
GOVERNANCE AND LEADERSHIP TEAM. |
AC ENERGY CORPORATION 2020 INTEGRATED REPORT Enabling Sustainable Recovery 64 63. |
MESSAGE INTRODUCTION GOVERNANCE ANNEXES CREATING VALUE 2020 HIGHLIGHTS |
Our Board of Directors. |
GOVERNANCE AND LEADERSHIP TEAM. |
Mr. Zobel de Ayala is President and Chief Operating Officer of Ayala Corporation since April 2006. He has been a Director of Ayala Corporation since May 1994. He holds the following positions in publicly listed companies: Chairman of Ayala Land, Inc., Manila Water Company, Inc., and AC Energy Corporation (formerly AC Energy Philippines, Inc.); and Director of Bank of the Philippine Islands, Globe Telecom, Inc. and Integrated Micro- Electronics, Inc.; and Independent Director of Pilipinas Shell Petroleum Corporation. He is the Chairman of AC International Finance Ltd., Liontide Holdings, Inc., AC Energy and Infrastructure Corporation (formerly AC Energy, Inc.), Ayala Healthcare Holdings, Inc., Automobile Central Enterprise, Inc., Alabang Commercial Corporation, Accendo Commercial Corp. and Hero Foundation, Inc.; Co- Chairman of Ayala Foundation, Inc. and Ayala Group Club, Inc.; Vice-Chairman of AC Industrial Technology Holdings, Inc., ALI Eton Property Development Corporation, Ceci Realty Inc., Fort Bonifacio Development Corporation, Bonifacio Land Corporation, Emerging City Holdings, Inc., Columbus Holdings, Inc., Berkshires Holdings, Inc., AKL Properties, Inc., AC Ventures Holdings. |
Corp., and Bonifacio Art Foundation, Inc.; Director of Live It Investments, Ltd., AG Holdings Ltd., AC Infrastructure Holdings Corporation, Altaraza Development, Corporation, Asiacom Philippines, Inc., Ayala Retirement Fund Holdings, Inc., Honda Cars Philippines, Inc., Isuzu Philippines Corporation, and Manila Peninsula; Member of the Board of INSEAD Business School and Georgetown University; Member of the International Advisory Board of Tikehau Capital and of the Hispanic Society Museum & Library International Advisory Council; Vice Chairman of the Philippine-Singapore Business Council, member of the World Presidents’ Organization and Chief Executives Organization; Chairman of Habitat for Humanity International’s Asia-Pacific Capital Campaign Steering Committee; and Member of the Board of Trustees of Caritas Manila, Pilipinas Shell Foundation, and the National Museum. |
Mr. Zobel de Ayala graduated with B.A. Liberal Arts at Harvard College in 1982 and holds a CIM from INSEAD, France. |
Mr. Zobel de Ayala is Chairman and CEO of Ayala Corporation since April 2006. He has been a Director of Ayala Corporation since May 1987. He holds the following positions in publicly listed companies: Chairman of Globe Telecom, Inc., Integrated Micro-Electronics, Inc. and Bank of the Philippine Islands; and Vice Chairman of Ayala Land, Inc., Manila Water Company, Inc. and AC Energy Corporation (formerly AC Energy Philippines, Inc.). He is also the Chairman of Ayala Retirement Fund Holdings, Inc., AC Industrial Technology Holdings, Inc., AC Ventures Holding Corp., AC Infrastructure Holdings Corporation, AC Energy International, Inc. and Asiacom Philippines, Inc.; Co-Chairman of Ayala Foundation, Inc. and Ayala Group Club, Inc.; Director of Alabang Commercial Corporation, Ayala International Pte. Ltd., AC Energy and Infrastructure Corporation (formerly AC Energy, Inc.), Ayala Healthcare Holdings, Inc., Light Rail Manila Holdings, Inc. and AG Holdings Ltd. Outside the Ayala group, he is a member of various business and socio- civic organizations in the Philippines and abroad, including the JP Morgan International Council, JP Morgan Asia Pacific Council, and Mitsubishi Corporation International Advisory Council. He sits on the board of the Singapore Management University and on various advisory boards of Harvard. |
University, including the Global Advisory Council, HBS Board of Dean’s Advisors, and HBS Asia-Pacific Advisory Board, which he chairs. He is Chairman Emeritus of the Asia Business Council, a member of the Global Board of Adviser of the Council on Foreign Relations, and Co-Vice Chairman of the Makati Business Club, Chairman of Endeavor Philippines, and a board member of Eisenhower Fellowships. He was awarded the Presidential Medal of Merit in 2009, the Philippine Legion of Honor with rank of Grand Commander in 2010, and the Order of Mabini with rank of Commander in 2015 by the President of the Philippines in recognition of his outstanding public service. In 2017, he was recognized as a United Nations Sustainable Development Goals Pioneer by the UN Global Compact for his work in sustainable business strategy and operations. The first recipient of the award from the Philippines, he was one of 10 individuals recognized for championing sustainability and the pursuit of the 17 SDGs in business. |
Mr. Zobel de Ayala graduated with B.A. in Economics (cum laude) from Harvard College in 1981 and obtained an MBA from the Harvard Graduate School of Business in 1987. |
Jaime Augusto Zobel de Ayala Fernando Zobel de Ayala. |
AC ENERGY CORPORATION 2020 INTEGRATED REPORT Enabling Sustainable Recovery 66 65. |
MESSAGE INTRODUCTION GOVERNANCE ANNEXES CREATING VALUE 2020 HIGHLIGHTS |
GOVERNANCE AND LEADERSHIP TEAM. |
John Eric Francia. |
Jose Rene Gregory Almendras. |
John Philip Orbeta. |
Mr. Francia is the President and Chief Executive Officer of AC Energy Corporation (formerly AC Energy Philippines, Inc). Under his leadership, Ayala established its energy platform from a standing start in 2011, to become one of the largest renewable energy platforms in Southeast Asia, with over 1800MW of attributable renewables capacity. |
Mr. Francia is also a Managing Director and member of the Management Committee of Ayala Corporation since 2009, and was appointed as Chairman of Ayala’s Investment Committee in 2021. He is also a Director of various Ayala group companies including AC Infrastructure, AC Health, AC Ventures, Manila Water and as Chairman and CEO of ACE Enexor. |
Mr. Francia earned a Master’s Degree in Management Studies at the University of Cambridge in the United Kingdom, graduating with First Class Honors. He received his undergraduate degree in Humanities and Political Economy from the University of Asia & the Pacific, graduating magna cum laude. |
Mr. Almendras concurrently serves as Senior Managing Director of Ayala Corporation, President & Chief Executive Officer of Manila Water Company, Inc. (MWCI) and President & Chief Executive Officer of AC Infrastructure Holdings Corporation. He is also a member of the AC Management Committee, member of the Ayala Corporation Management Committee and the Ayala Group Management Committee since August 2016. He is the Chairman of the Executive Committee of MWCI and a Director of the following companies within the Ayala Group: AF Payments Inc.; Light Rail Manila Holdings, Inc.; MCX Tollway Inc.; and AC Energy Corporation (formerly AC Energy Philippines, Inc.) |
Mr. Almendras spent 13 years with the Citibank group where he started as a management trainee and landed his first CEO position as President of City Savings Bank of the Aboitiz Group at the age of 37. In 2011, he was recognized by the World Economic Forum as a Sustainability Champion for his efforts as President of MWCI. During his stint as MWCI President and Chief Operating Officer, the company received multiple awards and was recognized as one of the Best Managed Companies in Asia, Best in Corporate Governance, one of the Greenest Companies in the Philippines and hailed as the world’s Most Efficient Water Company. Under the Administration of President Benigno S. Aquino III, he served as a member of the Cabinet, holding the positions of Secretary of the Department of Energy, Office of the Cabinet Secretary and the Department of Foreign Affairs. |
In June 2016, Mr. Almendras was acknowledged by the Administration for his remarkable performance in addressing the country’s urgent issues and was awarded the highest Presidential Award given to a civilian - Order of Lakandula, Rank of Gold Cross Bayani. |
Mr. Orbeta is currently the Managing Director, Chief Human Resources Officer and Group Head for Corporate Resources at Ayala Corporation, covering Strategic Human Resources, Information & Communications Technology, AC Synergy, Brand & Reputation Management, Knowledge Management, and Corporate Support Services. He has served as a member of the Ayala Corporation Management Committee since May 2005 and the Ayala Group Management Committee since April 2009. He is currently the Chairman of Ayala Aviation Corporation, Ayala Group HR Council, Ayala Group Corporate Security Council and Ayala Business Clubs; Chairman and President of HCX Technology Partners, Inc.; and Vice Chairman, President and Chief Executive Officer of Ayala Group Club, Inc. |
Mr. Orbeta a lso serves as a Board Director of AC Energy Corporation (formerly AC Energy Philippines, Inc.) Ayala Group Legal, AC Industrial Technology Holdings, Inc., Ayala Foundation Inc., Ayala Healthcare Holdings, Inc., Ayala Retirement Fund Holdings, Inc., Generika Group of Companies, BPI Family Bank, Inc., ALFM Growth Fund, Inc., ALFM Money Market Fund, Inc., ALFM Peso Bond Fund, Inc., ALFM Dollar Bond Fund, Inc., ALFM Euro Bond Fund, Inc., ALFM Global Multi-Asset Income Fund, Inc., ALFM Retail Corporate Fixed Income Fund, Inc. and the Philippine Stock Index Fund Corporation. Mr. Orbeta previously served as the President and CEO of Ayala Automotive Holdings Corporation and Automobile Central Enterprise, Inc. (Philippine importer of Volkswagen) and the Chairman and CEO of Honda Cars Makati, Inc., Isuzu Automotive Dealership, Inc. and Iconic Dealership, Inc., and Board Director of Honda Cars Cebu, Inc. and Isuzu Cebu Inc. |
Prior to joining Ayala Corporation, Mr. Orbeta was the Vice President and Global Practice Director of the Human Capital Consulting Group at Watson Wyatt Worldwide (now Willis Towers Watson), overseeing the firm’s practices in executive compensation, strategic rewards, data services and organization effectiveness around the world. He was also a member of Watson Wyatt’s Board of Directors. He graduated with a degree in Economics from the Ateneo de Manila University in 1982. |
AC ENERGY CORPORATION 2020 INTEGRATED REPORT Enabling Sustainable Recovery 68 67. |
MESSAGE INTRODUCTION GOVERNANCE ANNEXES CREATING VALUE 2020 HIGHLIGHTS |
GOVERNANCE AND LEADERSHIP TEAM. |
Ms. Garcia is an independent director of AC Energy Corporation (formerly AC Energy Philippines, Inc.). She is currently an Independent Director of The Philippine Stock Exchange, Inc., Sun Life Investment and Trust Corporation, and FEU Alabang, Inc. She is presently the Senior Consultant for Challengers and Growth Markets, Asia for ING Bank, Currently, she is a member of the board of the Financial Executives Institute of the Philippines (FINEX) and the Finex Academy. She is the liaison director to the Finex Capital Markets Development Committee and is a member of the Ethics and Sustainable Development Working Group of the International Association of Financial Executives Institute. She is also a director of a family-owned business - Saje Wellness Corporation. She was formerly the Country Manager and Head of Clients of ING Bank N.V. Manila, Philippines from September 2008- November 15, 2017. She joined ING in February 1991 as Head of Financial Markets. She previously worked with SyCip, Gorres, Velayo & Co. and Bank of Boston. She served as Director of the Board and concurrently Chairman of the Capital Markets Committee of the Bankers Association of the Philippines and Finex for many years. She was a former Board of Director and Treasurer of the European Chamber of Commerce of the Philippines from 2011–2015. In 2010, she was a National Member of ASEAN Bond Market Forum. |
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