The Company has expanded the coverage of its whistleblowing policy to include employees of Ayala Land subsidiaries, affiliates, agents, suppliers or vendors, customers, and the general public. The amended and expanded policy defines conditions or concerns which can be reported by any individual or organization that becomes aware of, or suspects any irregularity or misconduct by employees through secure channels.

It is of primary importance that a business must operate in full compliance with applicable laws, rules, and regulations. Therefore, all employees must exemplify the behavior and professional demeanor consistent with such laws, rules, and regulations, as well as the Company’s applicable policies and procedures. Also, third-party business partners must share and embrace the spirit of commitment to these sets of standards.

All employees, third-party business partners, or other stakeholders are encouraged and empowered to report their concerns should they suspect or become aware of any illegal or unethical activities. This can be done through the Ayala Land Business Integrity Channels.

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This policy aims to define related party relationships and transactions, and set out guidelines and categories that will govern the review, approval and ratification of these transactions by the Board of Directors (Board) or Shareholders to ensure that related party relationships have been accounted for, and disclosed, in accordance with International Accounting Standard 24 on Related Party Disclosures and in accordance with the rules of the Securities and Exchange Commission on Material Related Party Transactions.

The policy was revised in August 2019 to comply with SEC Memorandum Circular No. 10, Series of 2019 providing the Rules on Material Related Party Transactions for Publicly-Listed Companies, which took effect on 25 April 2019.

The revised policy was approved by the Related Party Transactions Review Committee and ratified by the Company’s Board of Directors on August 13, 2019.

The policy was further enhanced and approved by the Board of Directors on October 19, 2021.

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The Ayala Land also ensures that its independent directors hold no conflict of interest with the Corporation. Independent directors are required to submit to the Corporate Secretary a letter of confirmation stating that they hold no interest in companies affiliated with the Corporation and the management or controlling shareholders of the Corporation at the time of their election or appointment and/or re-election as independent directors.

The Corporation requires directors and key management personnel to abstain and/or inhibit themselves from participating in discussions on a particular agenda item when they are conflicted. Before entering into a related party transaction, the Management shall report to the Audit Committee each new or proposed related party transaction for review and approval.

The Audit Committee shall review all the information reported by the Management and shall consider all of the relevant facts and circumstances available. The Audit Committee shall approve related party transactions before their commencement. However, material or significant related party transactions will have to be endorsed by the Audit Committee to the Board for approval. Materiality thresholds applicable to related party transactions are to be defined and endorsed by the Audit Committee to the Board.

The Board may, at its option, require that a related party transaction it has approved, be also submitted to the stockholders for consideration and ratification.

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In accordance with the Corporation’s Insider Trading policy, Covered persons are prohibited from trading Ayala Land securities during the following designated blackout periods, whether or not in possession of material non-public information:

a. Five (5) trading days before, and two (2) trading days after the disclosure of quarterly and annual financial results; and

b. Two (2) trading days after the disclosure of any material information other than quarterly and annual financial results.

Covered Persons

All directors, key officers, employees, consultants, advisors of the Corporation, and members of their immediate families who are living in the same household.

Reporting of Trades of Covered Persons

All members of the Board of Directors and key officers, including the Controller, Chief Audit Executive, Chief Risk Officer, Treasurer, Corporate Secretary, and Assistant Corporate Secretary, shall report their trades to the Office of the Compliance Officer within three (3) business days from dealing such securities. This shall be subsequently reported to the SEC and PSE in compliance with existing rules and regulations. All other Covered Persons shall likewise report their trades (if any) of the Corporation’s securities to the Office of the Compliance Officer, quarterly, within ten (10) days from the end of each quarter, by sending an email to compliance@ayalaland.com.ph.

Violation of this policy shall be subject to disciplinary action under the Corporation’s Code of Conduct, without prejudice to any civil or criminal proceedings which the Corporation or regulators may file for violation of existing laws. Insider trading under the law may be subject to penalty for damages or fines and/or imprisonment.

Ayala land recognizes the Filipino culture of giving and accepting gifts as part of its way to express gratitude to others. The Company, however would like to limit the value of such gifts with reasonable propriety.

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