2015 Minutes of the Meeting

Transcription

Minutes of the Annual Stockholders' Meeting*
of
Aboitiz Equity Ventures, Inc.
(“AEV” or the “Company”)
Held at
Grand Ballroom, 2nd Floor, InterContinental Manila
1 Ayala Avenue, Makati City, Philippines
on
18 May 2015 at 1600H
Stockholders Present:
Total No. of Shares Outstanding
5,543,666,807
No. of Shares of Stockholders Present in Person
26,966,500
No. of Shares of Stockholders represented by Proxy**
4,849,383,789
Total No. of Shares Present in Person & Represented by Proxy
4,876,350,289
Percentage of Shares Present & Represented by Proxy
Total No. of Shares Not Represented
87.96%
667,316,518
Percentage of Shares Not Represented
12.04%
* These minutes will be approved by the stockholders on the next annual stockholders’ meeting on May 16, 2016.
**Shares represented by proxies exclude those represented by proxies submitted beyond the deadline set on May 11, 2015
Directors Present:
Mr. Jon Ramon Aboitiz
-
Mr. Erramon I. Aboitiz
-
Mr. Enrique M. Aboitiz
-
Mr. Justo A. Ortiz
-
Mr. Roberto E. Aboitiz
-
Mr. Antonio R. Moraza
Justice Jose C. Vitug (ret.)
-
Mr. Raphael P.M. Lotilla
-
ABOITIZ EUITY VENTURES, INC.
Annual Stockholders’ Meeting
May 18, 2015
Chairman, Board of Directors/ Chairman, Board
Corporate Governance Committee/ Member, Board
Risk and Reputation Management Committee
President and Chief Executive Officer/Member, Board
Chairman, Board Risk and Reputation Management
Committee
Member, Board Audit Committee/ Member, Board
Member, Board Corporate Governance Committee/
Member, Board Audit Committee
Director
Independent Director/ Chairman, Board Audit
Committee/ Member, Board Corporate Governance
Committee
Independent Director/ Member, Board Corporate
Governance Committee/ Member, Board Audit
Committee
Mr. Stephen T. CuUnjieng
-
Independent Director/ Member, Board Corporate
Governance Committee/ Member, Board Audit
Committee/ Member, Board Risk and Reputation
Management Committee
Timothy Joseph P. Abay
Timothy Joseph P. Abay
Andoni F. Aboitiz
Luis Miguel O. Aboitiz
Sabin M. Aboitiz
Cherry Aquino-Javier
Alvin S. Arco
Catherine R. Atay
-
Román V. Azanza III
Melinda R. Bathan
Cristina B. Beloria
Juan Antonio E. Bernad
Jerome J.N. Cachau
John Anthony Crane
Martina Michaela Dampf
Carlos C. Ejercito
Ellen Nikoline B. Felding
Joseph Trillana T. Gonzales
-
Ricardo F. Lacson, Jr.
Donald L. Lane
-
Manuel R. Lozano
-
Gabriel T. Mañalac
Robert McGregor
-
Annacel A. Natividad
M. Jasmine S. Oporto
-
Roberto V. Orozco
-
Stephen G. Paradies
-
William W. Paradies
Aylmerita C. Peñaloza
Marilou P. Plando
-
Susan S. Policarpio
Ronaldo S. Ramos
-
Emmanuel V. Rubio
-
Assistant Vice President- Controller
Assistant Vice President- Controller
Aboitiz Land, Inc. President/ Chief Executive Officer
First Vice President
First Vice President
AboitizPower Assistant Vice President- Industry Affairs
AboitizPower First Vice President- Regulatory Affairs
Assistant Vice President- Corporate Secretarial and
Compliance Services for Legal and Corporate Services/
Assistant Corporate Secretary
First Vice President- Business Development
First Vice President- Controller
AboitizPower Vice President- Controller
Senior Vice President
Vice President- Business Development
Senior Director- Business Development
Vice President- Business Development
AboitizPower Independent Director
Assistant Director- Business Development
AboitizPower First Vice President- General Counsel/
Assistant Corporate Secretary
Vice President- Strategy
AboitizPower Executive Director- Business
Development
AboitizPower First Vice President- Chief Financial
Officer/ Corporate Information Officer
Senior Vice President- Group Treasurer
Senior Vice President- Chief Strategy and Investment
Officer
Vice President- Financial Risk Management
Senior Vice President- Chief Legal Officer/ Corporate
Secretary/ Compliance Officer
AboitizPower Assistant Vice President- Civil Site
Construction
Senior Vice President- Chief Financial Officer/
Corporate Information Officer
Vice President- Finance
Assistant Vice President- Treasury
Assistant Vice President- Business Administrator Legal
and Corporate Services
Vice President- Government Relations
AEV Assistant Vice President- Business Risk
Management
AboitizPower Executive Vice President- Chief
Officers Present:
May 18, 2015
Thomas J. Sliman, Jr.
James J. Timko II
Ma. Chona Y. Tiu
-
Susan V. Valdez
Dave Michael V. Valeriano
-
Operating Officer Power Generation Group
AboitizPower Executive Director- Projects
AboitizPower Senior Director- Business Development
AboitizPower First Vice President- Chief Financial
Officer Power Distribution Group
Chief Reputation and Risk Management Officer
Assistant Vice President- Investor Relations
Luis Cañete
-
Board of Election Inspector, Luis Cañete & Company
Noel Peter Cañete
-
Itos Cruz
Leovina Mae P. Villa –Chu
-
External Auditor for 2014, Sycip Gorres Velayo & Co.
Jose Raoul J. Balisalisa
-
Alfred Joseph Jao
-
Eunice Ancheta
-
Stock and Transfer Agent, The Hongkong and Shanghai
Banking Corporation Limited
Stock and Transfer Agent, The Hongkong and Shanghai
Banking Corporation Limited
Others:
I.
Call to Order
The Annual Meeting of the stockholders of the Company was called to order by the
Chairman of the Board, Mr. Jon Ramon Aboitiz. The minutes of the meeting were
recorded by the Corporate Secretary, Ms. M. Jasmine S. Oporto.
II.
Proof of Notice of Meeting
The Corporate Secretary certified that notices for the Annual Stockholders' Meeting of
AEV were published in Philippine Daily Inquirer, Philippine Star and Business Mirror on
April 17, 2015. The Corporate Secretary further certified that on April 22, 2015, notices of
the meeting were also sent out to all stockholders of record as of the close of business
hours on March 31, 2015.
III.
Determination of Quorum
Upon the Chairman’s request, the Corporate Secretary certified that as of 3:45 P.M.,
there was a quorum to conduct business, there being a total of Twenty Six Million Nine
Hundred Sixty Sox Thousand Five Hundred (26,966,500) shares present in person and
Four Billion Eight Hundred Forty Nine Million Three Hundred Eighty Three Thousand
Seven Hundred Eighty Nine (4,849,383,789) shares represented by proxy, or a total of
Four Billion Eight Hundred Seventy Six Million Three Hundred Fifty Thousand Two
Hundred Eighty Nine (4,876,350,289) shares which constitute at least a majority of, or
Eighty Seven and Ninety Six Hundredths percent (87.96%) of the total outstanding shares
of Five Billion Five Hundred Forty Three Million Six Hundred Sixty Six Thousand Eight
May 18, 2015
Hundred Seven (5,543,666,807) entitled to vote, or more than 2/3 of the total
outstanding shares entitled to vote.
The Corporate Secretary informed the stakeholders that the Company engaged the
services of accounting firm Luis Cañete & Company as Board of Election Inspector to
verify, validate and certify the conduct and the results of the Company’s 2015 Annual
Stockholders’ Meeting. The Corporate Secretary also advised the stockholders that the
quorum for the 2015 Annual Stockholders’ Meeting had been validated by the
representatives from Luis Cañete & Company, acting as Board of Election Inspector.
IV.
Reading and Approval of the Minutes of the Previous Stockholders’ Meeting held on
May 19, 2014
The Chairman noted that the next item in the Agenda is the reading and approval of the
minutes of the previous stockholders’ meeting held on May 19, 2014. Upon motion duly
made and seconded, the reading of the minutes of the previous stockholders' meeting
dated May 19, 2014 was dispensed with and the stockholders approved the minutes of
the previous stockholders’ meeting. The Corporate Secretary recorded the following
votes for this agenda item, as witnessed and verified by the representatives from Luis
Cañete & Company:
Vote
Yes
No
Number of Votes
(One share-One vote)
4,875,497,286
0
Percentage of shares
represented
99.98%
0.00%
853,003
0.02%
4,876,350,289
100%
Abstain
Total
Thereafter, the Chairman asked if there are any questions on the minutes of the previous
stockholders’ meeting. Since none was raised, the Chairman proceeded with the next
item in the agenda.
V.
Presentation of the President’s Report
The Chairman called on the Company’s President and Chief Executive Officer, Mr.
Erramon I. Aboitiz, to present his report to the stockholders. Mr. Erramon I. Aboitiz
presented the Company's financial and operating results for the year 2014, specifically on
the following matters:
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
May 18, 2015
The Company’s Financial Highlights;
The Company’s Dividend Policy;
The Company’s Stock Performance;
AboitizPower’s Operating Results;
AboitizPower’s Outlook;
The Banking Group’s Operating Results;
The Banking Group’s Outlook;
The Food Group’s Operating Results;
The Food Group’s Outlook;
5.10
5.11
5.12
5.13
5.14
5.15
5.16
5.17
5.18
The Land Group’s Operating Results;
The Land Group’s Outlook;
The Company’s Balance Sheet;
The Company’s New Core Business
The Company’s Strategic Initiatives;
Sustainability;
Corporate Governance;
Risk Management Initiatives; and,
Financial results for 1st Quarter 2015.
After the presentation of the President’s report, the Chairman asked the stockholders
present if they have any questions on the report. No questions were raised on the floor.
(A copy of the President’s report to the stockholders is uploaded in the website and
attached hereto and made an integral part of these minutes.)
VI.
Approval of the 2014 Annual Report, Financial Statements, and President’s Report
The Chairman informed the stockholders that the next item in the agenda is the approval
of the 2014 Annual Report, Financial Statements, and President’s Report as of December
31, 2014, which were reproduced in the Annual Report and the Definitive Information
Statement distributed to the stockholders. On motion duly made and seconded, the
stockholders approved the following resolution:
Resolution No. 2015-1
"RESOLVED, that the stockholders of Aboitiz Equity Ventures, Inc. (the
"Company") approve, as it hereby approves the Annual Report and
Audited Financial Statements of the Company as of December 31, 2014,
and the President’s Report."
Upon the Chairman’s request, the Corporate Secretary recorded the following votes for
this agenda item, as witnessed and verified by the representatives from Luis Cañete &
Company:
Yes
Number of Votes
4,873,928,436
represented
99.95%
No
0
0.00%
2,421,853
0.05%
4,876,350,289
100%
Vote
Abstain
Total
The Chairman then proceeded with the next item in the agenda.
May 18, 2015
VII.
Delegation of the Authority to Elect the Company's External Auditor for 2015 to the
Board of Directors
The Chairman explained to the stockholders that, in its regular meeting last February 26,
2015, the Board Corporate Governance Committee of the Company resolved to submit
for the approval of the stockholders the delegation of the stockholders' authority to
appoint the Company's external auditor for 2015 to the Company’s Board of Directors.
The Board Corporate Governance Committee members believe that the delegation is
necessary to allow the Board Audit Committee sufficient time to evaluate and to select
from different auditing firms one which, in its opinion, can best provide the directors and
shareholders assurance on the integrity of the Company’s financial statements and
adequacy of its internal controls in the face of evolving governance standards.
Upon motion made and duly seconded, the following resolution was approved by the
stockholders:
“RESOLVED, that the stockholders of Aboitiz Equity Ventures, Inc. (the
"Company") approve, as it hereby approves the delegation of the
authority to elect the Company's external auditor for 2015 to the Board of
Directors."
The Chairman asked if there are any questions. Since none were raised, the Chairman
requested the Corporate Secretary to record the votes for this agenda item. The
Corporate Secretary recorded the following votes for this item, as witnessed and verified
by the representatives from Luis Cañete & Company:
Yes
Number of Votes
4,668,317,746
No
121,049,000
2.48%
Abstain
86,983,543
1.78%
4,876,350,289
100%
Vote
Total
represented
95.73%
VIII.
Ratification of the Acts, Resolutions and Proceedings of the Board of Directors,
Corporate Officers and Management in 2014 up to May 18, 2015
The Chairman advised the stockholders that the next item on the agenda is the
ratification of all contracts, investments and resolutions issued, and all other acts and
proceedings of the Board of Directors, Corporate Officers and Management in the
general exercise of their duties for the year 2014 and including all acts up to May 18,
2015.
May 18, 2015
Upon motion duly made and seconded, the stockholders approved the following
resolution:
“Company”) approve, ratify and confirm, as it hereby approves, ratifies
and confirms all contracts, investments and resolutions issued and all
other acts and proceedings of the Board of Directors, Corporate Officers
and Management of the Company for the past year 2014 and including all
acts up to May 18, 2015.”
The Corporate Secretary recorded the following votes for this agenda item, as witnessed
and verified by the representatives from Luis Cañete & Company:
Yes
Number of Votes
4,873,755,169
No
0
0.00%
2,595,120
0.05%
4,876,350,289
100%
Vote
Abstain
Total
represented
99.95%
IX.
Election of the Members of the Board of Directors
The Chairman thereupon announced that the next order of business was the election of
the members of the Board of Directors for the ensuing year 2015-2016. He called on the
Corporate Secretary to explain the procedure of the nomination and election of
directors.
The Corporate Secretary explained that Paragraph 4, Section 1, Article II of the
Company’s Amended By-Laws provides that:
“Nominations for the election of directors for the ensuing year must be
received by the Corporate Secretary no less than fifteen (15) working
days prior to the annual meeting of stockholders, except as may be
provided by the Board of Directors in appropriate guidelines that it may
promulgate from time to time in compliance with law.”
The Corporate Secretary further explained that all stockholders were given the
opportunity to submit their nominees for membership to the Board of Directors until
April 23, 2015, and thus no nomination for directors will be allowed on the floor.
As for the nomination of the Independent Directors, the Corporate Secretary explained
that the Guidelines for the Nomination and Election of Independent Directors approved
in 2007 states that nominations for Independent Directors are accepted from all
stockholders starting January 1 of the year in which such nominee director is to serve and
May 18, 2015
every year thereafter, with the table for nominations to be closed by February 15 of the
same year.
The Corporate Secretary noted that the shareholders who submitted nominations for
the independent and other directors are disclosed in the Definitive Information
Statement (SEC Form 20-IS), which was previously distributed to all shareholders with
the Notice and Agenda of the Annual Stockholders’ Meeting and was also made
available at the reception area of the meeting.
The directors are then elected at each annual shareholders’ meeting by stockholders
entitled to vote. Each director holds office until the next annual election or for a term of
one year and until his successor is duly elected, unless he resigns, dies or is removed
prior to such election.
A Final List of Candidates was submitted to the Corporate Secretary on February 26,
2015. The nominees for election as directors of the Company are as follows:
MR. JON RAMON ABOITIZ
MR. ERRAMON I. ABOITIZ
MR. ROBERTO E. ABOITIZ
MR. ENRIQUE M. ABOITIZ
MR. JUSTO A. ORTIZ
MR. ANTONIO R. MORAZA
JUSTICE JOSE C. VITUG (ret.) (Independent Director)
MR. STEPHEN T. CUUNJIENG (Independent Director)
MR. RAPHAEL P.M. LOTILLA (Independent Director)
A motion was made and seconded to elect the foregoing nominees as directors of the
Company for the ensuing year. Since no objection was made, the motion was carried.
Thereafter, the Chairman requested the Corporate Secretary to record the votes of the
stockholders present in person and represented by proxy.
Thereupon, the Chairman announced that the nine named nominees have been duly
elected as members of the Board of Directors to serve for a term of one year and until
their successors shall be elected and qualified.
Vote
MR. JON RAMON ABOITIZ
MR. ERRAMON I. ABOITIZ
May 18, 2015
Yes
Abstain
Total
Yes
Abstain
Total
Number of Votes
(One share-One
vote)
4,842,595,593
33,754,696
4,876,350,289
4,851,665,450
24,684,839
4,876,350,289
represented
99.31%
0.69%
100%
99.49%
0.51%
100%
MR. ROBERTO E. ABOITIZ
MR. ENRIQUE M. ABOITIZ
MR. JUSTO A. ORTIZ
MR. ANTONIO R. MORAZA
MR. RAPHAEL P.M. LOTILLA
(Independent Director)
JUSTICE JOSE C. VITUG (ret.)
MR. STEPHEN CUUNJIENG
Yes
Abstain
Total
Yes
Abstain
Total
Yes
Abstain
Total
Yes
Abstain
Total
Yes
Abstain
Total
Yes
Abstain
Total
Yes
Abstain
Total
4,814,446,786
61,903,503
4,876,350,289
4,829,475,058
46,875,231
4,876,350,289
4,816,140,828
60,209,461
4,876,350,289
4,846,226,954
30,123,335
4,876,350,289
4,844,507,089
31,843,200
4,876,350,289
4,840,737,619
35,612,670
4,876,350,289
4,844,507,089
31,843,200
4,876,350,289
98.73%
1.27%
100%
99.04%
0.96%
100%
98.77%
0.23%
100%
99.38%
0.62%
100%
99.35%
0.65%
100%
99.27%
0.73%
100%
99.35%
0.65%
100%
The Chairman, on behalf of the other directors, thanked the stockholders for their trust
and confidence in electing them as members of the Board of Directors of the Company.
Thereafter, he proceeded with the next item in the agenda.
X.
Approval of the Increase of Directors’ Monthly Allowance
The Chairman noted that the next item on the agenda is the approval of the increase of
directors’ monthly allowance. The Corporate Secretary explained that the need to
increase the director’s monthly allowance is to ensure that the Company directors’
remuneration is well within industry standards. This would ensure that the Company
continues to attract highly qualified and exceptional talent to its Board of Directors.
The proposed increase in the monthly allowance of directors shall be from One Hundred
Thousand Pesos (Php100,000.00) to One Hundred Twenty Thousand Pesos
(Php120,000.00) for a member of the Board, and from One Hundred Fifty Thousand
Pesos (Php150,000.00) to One Hundred Eighty Thousand Pesos (Php180,000.00) for the
Chairman of the Board. This increase is based on the recent Wyeth Study on the existing
market salary of members of the Board of Directors of comparable companies.
The latest increase adopted by the Company in the monthly allowance of its Directors
was in 2011, which was approved by the shareholders in the May 16, 2011 Annual
Shareholders’ Meeting. Hence, there has been a lapse of almost four years since the
Company last adjusted the compensation of its directors.
Upon motion duly made and seconded, the stockholders approved the following
resolution:
May 18, 2015
“Company”) approve, as it hereby approves the increase in the monthly
allowance of members of the Board of Directors, from One Hundred
Thousand Pesos (Php100,000.00) to One Hundred Twenty Thousand
Pesos (Php120,000.00), and the Chairman of the Board of Directors, from
One Hundred Fifty Thousand Pesos (Php150,000.00) to One Hundred
Eighty Thousand Pesos (Php180,000.00).”
Yes
Number of Votes
4,875,540,286
No
0
0.00%
810,003
0.02%
4,876,350,289
100%
Vote
Abstain
Total
represented
99.98%
XI.
Renewal of the Delegated Authority to the Board of Directors to Amend or Repeal the
Company’s By-Laws or Adopt New By-Laws
The Chairman proceeded to the next item on the agenda which is the renewal of the
delegated authority to the Board of Directors to amend or repeal the Company’s ByLaws or adopt new By-Laws. This authority was already delegated by the stockholders
to the Board on May 19, 2014 and that a new proposal to renew the said delegated
authority is now being submitted for the approval of the stockholders.
Upon motion made and duly seconded, the following resolution was approved by the
stockholders:
“Company”) approve as it hereby approves the renewal of the delegated
authority to the Board of Directors to amend or repeal the Company’s ByLaws or adopt new By-Laws.”
Vote
May 18, 2015
Number of Votes
Percentage of
shares
represented
Yes
No
Abstain
Total
4,585,069,846
94.03%
290,337,170
5.95%
943,270
4,876,350,286
0.02%
100%
XII.
Other Business
The Chairman asked if there are other matters that the body would like to take up. The
Chairman opened the floor for any other questions the stockholders may have. The
following were the queries raised by the stockholders:
Mr. Guillermo Gili informed the Board of his pending request for upliftment of his
UnionBank shares of stock. The matter was raised to director Mr. Justo A. Ortiz,
Chairman and CEO of UnionBank, who will look into the matter. Mr. Jon Ramon Aboitiz
thanked Mr. Gili for bringing the matter to the Board's attention.
Mr. Jose Ferrer asked about the damage caused by the Mindanao blackout in the boiler
of Unit 2 of TSI's plant in Davao. Mr. Antonio Moraza, President and COO of
AboitizPower, clarified that the system-wide blackout in Mindanao caused damage to
equipment being installed in the plant when the safety equipment did not work properly.
Mr. Ferrer further inquired about the spike in the electricity rates at the end of 2013. Mr.
Moraza discussed that cases are pending at the Supreme Court and the ERC regarding
this matter and none has yet been resolved, and also clarified that the customers have
been refunded. Mr. Erramon I. Aboitiz added that with respect to the fine being imposed
by PEMC on Therma Mobile for alleged violation of the must offer rule, the matter is still
being contested and RTC meanwhile has issued a preliminary injunction on PEMC's
imposition of the fine.
After the round of questions, the Chairman asked if there were any matters that the
stockholders would like to bring up. No other business was brought up on the floor.
XIII.
Adjournment
The Chairman asked if there are other questions from the floor. There being no
questions raised and upon motion made and duly seconded, the meeting was
adjourned.
The Chairman then asked the Corporate Secretary to flash on the screen the votes cast
by the stockholders for each agenda item approved, as well as votes cast in the election
of directors.
May 18, 2015
M. JASMINE S. OPORTO
Corporate Secretary
ATTESTED:
JON RAMON ABOITIZ
Chairman of the Board
ERRAMON I. ABOITIZ
President and Chief Executive Officer
NOTED:
LUIS CAÑETE
NOEL PETER CAÑETE
May 18, 2015

2015 Minutes of the Meeting

Transcription

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