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<strong>COVER</strong> <strong>SHEET</strong><br />
4 4 0 9<br />
SEC Registration Number<br />
A B O I T I Z T R A N S P O R T S Y S T E M ( A T S C )<br />
C O R P O R A T I O N<br />
(Company’s Full Name)<br />
1 2 T H F L O O R T I M E S P L A Z A B U I L D I N G<br />
U. N. A V E. C O R N E R T A F T A V E.<br />
E R M I T A<br />
M A N I L A<br />
(Business Address: No. Street City/Town/Province)<br />
MA. LEAH B. TOPACIO 02-5287602 / 02-5287608<br />
(Contract Person)<br />
(Company Telephone Number)<br />
1 2 3 1 2 0 - I S 4 th Thursday of May<br />
Month Day (Form Type) Month Day<br />
(Fiscal Year)<br />
(Annual Meeting)<br />
Definitive<br />
Information<br />
Statement<br />
(Secondary License Type, If Applicable)<br />
Corporation Finance<br />
Department<br />
Dept. Requiring this Doc.<br />
N/A<br />
Amended Articles Number/Section<br />
2,112<br />
Total Amount of Borrowings<br />
Total No. of Stockholders Domestic Foreign<br />
To be accomplished by SEC Personnel concerned<br />
File Number<br />
LCU<br />
Document ID<br />
Cashier<br />
S T A M P S<br />
Remarks: Please use BLACK ink for scanning purposes.
1. Check the appropriate box:<br />
SECURITIES AND EXCHANGE COMMISSION<br />
SEC FORM 20-IS<br />
INFORMATION STATEMENT PURSUANT TO SECTION 20<br />
OF THE SECURITIES REGULATION CODE<br />
[ ] Preliminary Information Statement<br />
[X] Definitive Information Statement<br />
2. ABOITIZ TRANSPORT SYSTEM (ATSC) CORPORATION<br />
Name of the Registrant as specified in its charter<br />
3. PHILIPPINES<br />
Province, country or other jurisdiction of incorporation or organization<br />
4. SEC Identification Number _____4409<br />
4409________<br />
5. BIR Tax Identification Code ___000<br />
000-313<br />
313-401<br />
401___<br />
6. 12 th Floor, Times Plaza Building U.N. Ave. corner Taft Avenue, Ermita, Manila<br />
Address of principal office Postal Code 1000<br />
7. (02) 528-7171 / 528-7516 / 528-7602 and 528-7608<br />
Registrant’s telephone numbers, including area code<br />
8. June 22, 2011 at 3:00 PM, 11 th floor Opal Function Room (Penthouse), Midas Hotel, 2702 Roxas<br />
Boulevard, Pasay City<br />
Date, time and place of the meeting of security holders<br />
9. Approximate date on which the Information Statement is first to be sent or given to security holders<br />
June 01, 2011<br />
10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA<br />
(information on number of shares and amount of debt is applicable only to corporate registrants):<br />
Title of Each Class<br />
Number of Shares of Common Stock<br />
Outstanding or Amount of Debt Outstanding<br />
Common Stock 2,446,136,400<br />
Redeemable Preferred Stock 4,560,417<br />
417<br />
11. Are any or all of registrant's securities listed in a Stock Exchange?<br />
YES [X] NO [ ]<br />
If yes, disclose the name of such Stock Exchange and the class of securities therein:<br />
Philippine Stock Exchange - Common Stock and Redeemable PreferredStock<br />
2
Dear Stockholder:<br />
ABOITIZ TRANSPORT SYSTEM (ATSC) CORPORATION<br />
NOTICE OF REGULAR ANNUAL MEETING OF STOCKHOLDERS<br />
PLACE:<br />
11 th Floor Opal Function Room (Penthouse), Midas Hotel<br />
2702 Roxas Boulevard, Pasay City<br />
DATE: June 22, 2011<br />
TIME: 3:00 P.M.<br />
You are cordially invited to attend the Regular Annual Meeting of Stockholders of Aboitiz Transport System<br />
(ATSC) Corporation (the "Company" or “ATS”), which will be held on June 22, 2011 at the 11 th Floor Opal<br />
Function Room (Penthouse), Midas Hotel, 2702 Roxas Boulevard, Pasay City at 3:00 PM. The agenda for the<br />
meeting is as follows:<br />
1. Call to Order<br />
2. Certification of Notice<br />
3. Determination and Declaration of Quorum<br />
4. Approval of Minutes of the Special Stockholders’ Meeting held on July 15, 2010<br />
5. Annual Report for the year ended December 31, 2010<br />
6. Election of the Members of the Board of Directors<br />
7. Amendments to the First, Second and Sixth Articles of the Company’s Articles of<br />
Incorporation, changing the Company’s corporate name, business purpose, and increase<br />
in the number of directors. [Please refer to Annex “A” for the summary of amendments<br />
proposed]<br />
8. Amendment of Section 2, Article III of the Company’s By-Laws, to increase the number of<br />
directors. [Please refer to Annex “A” for the summary of amendments proposed]<br />
9. Approval and Ratification of all Acts and Resolutions of the Board of Directors and<br />
Management for the period covering May 28, 2010 to April 28, 2011<br />
10. Other Matters<br />
11. Adjournment<br />
Only stockholders of record in the books of the Company at the close of business on May 20, 2011 will be<br />
entitled to vote at said stockholders’ meeting.<br />
Manila, Philippines, May 06, 2011.<br />
========================<br />
We are not soliciting your proxy. However, if you would be unable to attend the meeting but would like to be represented<br />
thereat, you may accomplish the enclosed proxy form and submit the same on or before June 15, 2011 to the Office of the<br />
Corporate Secretary at the G/F Ortigas Bldg., Ortigas Avenue, Pasig City 1605. Validation of proxies shall be held on June<br />
17, 2011 at 9:00 a.m. at the Office of the Corporate Secretary. Thank you.<br />
3
Annex “A”<br />
Summary of Proposed Amendments to ATS’<br />
Articles of Incorporation and By-Laws<br />
A. Amendment of the Company’s Articles of Incorporation, specifically the following articles:<br />
1. First Article: To change the corporate name “Aboitiz Transport System (ATSC)<br />
Corporation” to “ATS Consolidated (ATSC), Inc.”<br />
2. Second Article: To include the following purposes:<br />
(a) To conduct the business of rendering technical services requirement to<br />
customers nationwide for refrigerated marine container vans and related<br />
equipments or accessories including but not limited to repair and maintenance,<br />
equipment rental and leasing, technical consultancy and training, selling of<br />
spare parts, components and accessories, service contracting and to act as<br />
service agent on behalf of the various domestic and foreign container<br />
manufacturer with services but not limited to performing warranty and nonwarranty<br />
repair services, selling of service parts, components and accessories,<br />
and consultancy services; and<br />
(b) To conduct and transact any and all lawful business, and to do or cause to be<br />
done any one or more of the acts and things herein set forth as its purposes,<br />
within or without the Philippines, and in any and all foreign countries, and to do<br />
everything necessary, desirable or incidental to the accomplishment of the<br />
purposes or the exercise of any one of more of the powers herein enumerated, or<br />
which shall at any time appear conducive to or expedient for the protection or<br />
benefit of this corporation.<br />
Sixth Article: To increase the number of directors from nine (9) to thirteen (13).<br />
B. Amendment of the Company’s By-Laws, specifically Section 2, Article III, to increase the<br />
number of directors from nine (9) to thirteen (13).<br />
4
INFORMATION STATEMENT<br />
(SEC FORM 20-IS)<br />
A. GENERAL INFORMATION<br />
WE ARE NOT ASKING YOU FOR A PROXY<br />
AND YOU ARE REQUESTED NOT TO SEND US A PROXY<br />
Item 1.<br />
DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS<br />
Date of meeting : June 22, 2011<br />
Time of meeting : 3:00 P.M.<br />
Place of meeting : 11 th Floor Opal Function Room<br />
(Penthouse), Midas Hotel, 2702 Roxas<br />
Boulevard, Pasay City<br />
Approximate date of mailing of this<br />
Statement : May 31, 2011<br />
Registrant’s Mailing Address : 12 th Floor, Times Plaza Bldg. UN Ave.<br />
corner Taft Ave. Ermita, Manila<br />
Item 2.<br />
DISSENTERS’ RIGHT OF APPRAISAL<br />
Under the Corporation Code, a dissenting stockholder shall have the right of appraisal or the right to<br />
demand payment of the fair value of his shares in the following instances:<br />
a. any amendment to the articles of incorporation which has the effect of changing or<br />
restricting the rights of any stockholder or class of shares, or of authorizing preferences in<br />
any respect superior to those of outstanding shares of any class, or of extending or<br />
shortening the term of corporate existence;<br />
b. sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially<br />
all of the corporate property and assets;<br />
c. merger or consolidation.<br />
In the foregoing cases, any stockholder who wishes to exercise his appraisal right must have voted<br />
against the proposed corporate action, made a written demand on the corporation within thirty (30) days<br />
after the date on which the vote was taken for payment of the fair value of his shares as well as<br />
complied with all other requirements provided under Title X of the Corporation Code. Failure to make<br />
the demand within such period or comply with the requirements provided under Title X of the<br />
Corporation Code shall be deemed a waiver of the appraisal right. If the proposed corporate action is<br />
implemented or effected, the corporation shall pay to such stockholder, upon surrender of the<br />
certificate or certificates of stock representing his shares, the fair value thereof as of the day prior to<br />
the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such<br />
corporate action.<br />
If within a period of sixty (60) days from the date the corporate action was approved by the stockholders,<br />
the withdrawing stockholder and the corporation cannot agree on the fair value of the shares, it shall be<br />
determined and appraised by three (3) disinterested persons, one of whom shall be named by the<br />
stockholder, another by the corporation, and the third by the two thus chosen. The findings of the<br />
majority of the appraisers shall be final, and their award shall be paid by the corporation within thirty<br />
(30) days after such award is made. No payment shall be made to any dissenting stockholder unless<br />
the corporation has unrestricted retained earnings in its books to cover such payment. Upon payment<br />
by the corporation of the agreed or awarded price, the stockholder shall forthwith transfer his shares to<br />
the corporation.
The following agenda for the stockholders’ meeting to be held on June 22, 2011 call for the approval by<br />
stockholders representing at least two-thirds (2/3) of the Aboitiz Transport System (ATSC)<br />
Corporation’s (the “Registrant”, the “Company”, or “ATS”) outstanding capital stock:<br />
1. Approval of the amendment to the First Article of the Articles of Incorporation of ATS, to change<br />
the corporate name “Aboitiz Transport System (ATSC) Corporation” to “ATS Consolidated<br />
(ATSC), Inc.”<br />
2. Approval of the amendment to the Second Article of the Articles of Incorporation of ATS, to<br />
include the following purpose:<br />
a. To conduct the business of rendering technical services requirement to customers<br />
nationwide for refrigerated marine container vans and related equipments or<br />
accessories including but not limited to repair and maintenance, equipment rental and<br />
leasing, technical consultancy and training, selling of spare parts, components and<br />
accessories, service contracting and to act as service agent on behalf of the various<br />
domestic and foreign container manufacturer with services but not limited to<br />
performing warranty and non-warranty repair services, selling of service parts,<br />
components and accessories, and consultancy services; and<br />
b. To conduct and transact any and all lawful business, and to do or cause to be done any<br />
one or more of the acts and things herein set forth as its purposes, within or without<br />
the Philippines, and in any and all foreign countries, and to do everything necessary,<br />
desirable or incidental to the accomplishment of the purposes or the exercise of any<br />
one of more of the powers herein enumerated, or which shall at any time appear<br />
conducive to or expedient for the protection or benefit of this corporation.<br />
3. Approval of the amendment to the Sixth Article of the Articles of Incorporation of ATS, to<br />
increase the number of directors from nine (9) to thirteen (13).<br />
4. Approval of the amendment of Section 2, Article III of the Company’s By-Laws, to increase the<br />
number of directors from nine (9) to thirteen (13).<br />
These proposed corporate actions may give rise to a possible exercise by stockholders of their<br />
appraisal right.<br />
Item 3.<br />
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON<br />
No director or officer of the Company at any time since the beginning of the last fiscal year or any<br />
nominee for election as a director of the Company or any associate of any of the foregoing persons has<br />
any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted<br />
upon in the stockholders’ meeting other than their re-election to their respective positions.<br />
No director has informed the Company in writing that he intends to oppose any action to be taken by<br />
the Company at the meeting.<br />
B. CONTROL & COMPENSATION INFORMATION<br />
Item 4. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF<br />
(1) The Registrant has 2,446,136,400 outstanding common shares and 4,560,417 outstanding<br />
redeemable preferred shares as of May 17, 2011. Each common share shall be entitled to one<br />
vote with respect to all matters to be taken up during the annual stockholders’ meeting. Holders<br />
of redeemable preferred shares do not have the right to vote, except on matters specified in<br />
2
Section 6 of the Corporation Code with respect to which holders of non-voting shares shall<br />
nevertheless be entitled to vote, i.e.:<br />
(1) Amendment of the articles of incorporation;<br />
(2) Adoption and amendment of by-laws;<br />
(3) Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially<br />
all of the corporate property;<br />
(4) Incurring, creating or increasing bonded indebtedness;<br />
(5) Increase or decrease of capital stock;<br />
(6) Merger or consolidation of the corporation with another corporation or other<br />
corporations;<br />
(7) Investment of corporate funds in another corporation or business in accordance<br />
with this Code; and<br />
(8) Dissolution of the corporation.<br />
Accordingly, during the annual stockholders’ meeting, holders of both common and redeemable<br />
preferred shares shall each be entitled to vote with respect to the following:<br />
a) Approval of the amendment to the First Article of the Articles of Incorporation of ATS,<br />
to change the corporate name “Aboitiz Transport System (ATSC) Corporation” to<br />
“ATS Consolidated (ATSC), Inc.”;<br />
b) Approval of the amendment to the Second Article of the Articles of Incorporation of<br />
ATS, to include the following purpose:<br />
(i) To conduct the business of rendering technical services requirement to<br />
customers nationwide for refrigerated marine container vans and related<br />
equipments or accessories including but not limited to repair and<br />
maintenance, equipment rental and leasing, technical consultancy and<br />
training, selling of spare parts, components and accessories, service<br />
contracting and to act as service agent on behalf of the various domestic and<br />
foreign container manufacturer with services but not limited to performing<br />
warranty and non-warranty repair services, selling of service parts,<br />
components and accessories, and consultancy services; and<br />
(ii) To conduct and transact any and all lawful business, and to do or cause to be<br />
done any one or more of the acts and things herein set forth as its purposes,<br />
within or without the Philippines, and in any and all foreign countries, and to do<br />
everything necessary, desirable or incidental to the accomplishment of the<br />
purposes or the exercise of any one of more of the powers herein enumerated,<br />
or which shall at any time appear conducive to or expedient for the protection<br />
or benefit of this corporation<br />
c) Approval of the amendment to the Sixth Article of the Articles of Incorporation of ATS,<br />
to increase the number of directors from nine (9) to thirteen (13);<br />
d) Approval of the amendment of Section 2, Article III of the Company’s By-Laws, to<br />
increase the number of directors from nine (9) to thirteen (13);<br />
(2) The record date for determining stockholders entitled to notice and to vote during the annual<br />
stockholders meeting and also to this information statement is May 20, 2011.<br />
(3) At each election for directors, every common stockholder shall have the right to vote, in person or<br />
by proxy, the number of shares owned by him for as many persons as there are directors to be<br />
elected, or to cumulate his vote by giving one candidate as many votes as the number of such<br />
directors multiplied by the number of shares shall equal, or by distributing such votes on the same<br />
principle among any number of candidates.<br />
3
(4) Security ownership of certain record and beneficial owners and management.<br />
Security ownership of certain record and beneficial owners of five per centum (5%) or more of the<br />
outstanding capital stock of the Registrant as of April 30, 2011:<br />
Title of<br />
Class<br />
Name and Address of Record<br />
Owner and Relationship with<br />
ATS<br />
Name of Beneficial Owner<br />
and Relationship with<br />
Record Owner<br />
Citizenship<br />
No. of Shares<br />
Held<br />
Percent<br />
of Class<br />
Common<br />
1. Negros Navigation Co., Inc.<br />
Pier 2, North Harbor, Manila<br />
(PARENT COMPANY)<br />
Negros Navigation Co., Inc.<br />
Authorized Representative:<br />
Mr. Sulficio O. Tagud Jr.<br />
President<br />
Filipino 2,400,141,995 98.12%<br />
Preferred 2. PCD Nominee Corporation<br />
(Filipino)<br />
37/F Enterprise Building<br />
Ayala Avenue, Makati City<br />
(STOCKHOLDER)<br />
Various Clients Filipino 2,962,151 64.95%<br />
Negros Navigation Co., Inc. (“NENACO”) is one of the oldest domestic shipping companies in the<br />
Philippines. It was organized and registered with the Securities and Exchange Commission (SEC) on 26<br />
July 1932 for the purpose of transporting passengers and cargoes at various ports of call in the<br />
Philippines. NENACO is 99.03% owned by KGLI-NM Holdings, Inc.<br />
Security Ownership of Management – Record and Beneficial Owners as of April 30, 2011:<br />
Title of<br />
Class<br />
Common<br />
Common<br />
Common<br />
Common<br />
Common<br />
Common<br />
Common<br />
Common<br />
Common<br />
Name of Beneficial Owner and<br />
Position<br />
Jon Ramon M. Aboitiz<br />
Chairman of the Board<br />
Sulfico O. Tagud, Jr.<br />
President and CEO<br />
Jeremias E. Cruzabra<br />
Director<br />
Mark E. Williams<br />
Director<br />
Michelle Lu<br />
Director<br />
Enrique M. Aboitiz, Jr.<br />
Director<br />
Bob D. Gothong<br />
Director<br />
Amb. Raul C. Rabe<br />
Independent Director<br />
Francis Chua<br />
Independent Director<br />
TOTAL<br />
Citizenship<br />
Amount and nature of ownership<br />
(Indicate record and/or beneficial)<br />
Filipino 10 – “direct”<br />
126,460 – “indirect”<br />
Record Owner: Lekeitio & Company. Inc.<br />
Filipino 1,000 – “indirect”<br />
Record Owner: PCD Nominee Corporation<br />
(Filipino)<br />
Filipino 1,000 – “indirect”<br />
Record Owner: PCD Nominee Corporation<br />
(Filipino)<br />
American 1,000 – “indirect”<br />
Record Owner: PCD Nominee Corporation<br />
(Non-Filipino)<br />
Chinese 1,000 – “indirect”<br />
Record Owner: PCD Nominee Corporation<br />
(Non-Filipino)<br />
Filipino 10 – “indirect”<br />
Record Owner: PCD Nominee Corporation<br />
Filipino 148 – “direct”<br />
Filipino 1,000 – “indirect”<br />
Record Owner: PCD Nominee Corporation<br />
(Filipino)<br />
Filipino 10 ,000– “direct”<br />
10,158”directt”;<br />
131,470“indirect”b”<br />
Percent<br />
of Class<br />
0.01%<br />
0.00%<br />
0.00%<br />
0.00%<br />
0.00%<br />
0.00%<br />
0.00%<br />
0.00%<br />
0.00%<br />
Security Ownership of the Directors and Officers in the Registrant as a Group: Common is 141,628<br />
shares.<br />
4
Voting trust holders of 5% or More<br />
No person holds more than five per centum (5%) of a class under a voting trust agreement or similar<br />
arrangement.<br />
Changes in Control<br />
In December 28, 2010, NENACO purchased the shareholdings of Aboitiz Equity Ventures, Inc. (AEV) in<br />
ATS comprising 1,889,489,607 common shares at a purchase price of approximately PhP3.55 billion<br />
and the shareholdings of Aboitiz & Company, Inc. (ACO) in ATS comprising 390,322,384 common<br />
shares at a purchase price of approximately PhP734 million.<br />
In February 2011, as a result of the mandatory Tender Offer, NENACO purchased an additional<br />
120,330,004 common shares in ATS. NENACO now owns 2,400,141,995 common shares of ATS,<br />
equivalent to 98.12%<br />
Item 5. DIRECTORS AND A<br />
EXECUTIVE OFFICERS<br />
Board of Directors, Including Independent Directors and Executive Officers<br />
The names, ages, citizenship, position and offices held or will hold, and brief description of business<br />
experience during the past 5 years (except those years stated otherwise) and other directorships held<br />
in reporting companies, including name of each company, of all directors and executive officers are as<br />
follows:<br />
Mr. Jon Ramon M. Aboitiz, 62 years old, Filipino, has served as Chairman of the Board since 2002 and a<br />
Director since 1996. His other positions include Chairman of the Board of Directors of Aboitiz Equity<br />
Ventures, Inc., Aboitiz and Company. Inc., and Aboitiz Jebsen Bulk Transport Corporation, and Vice<br />
Chairman of the Board of Directors of Union Bank of the Philippines and Aboitiz Power Corporation;<br />
President of Aboitiz Foundation, Inc. and Trustee and Vice President of the Ramon Aboitiz Foundation,<br />
Inc. He graduated with a degree in Commerce major in Management from the University of Santa<br />
Clara, California, U.S.A.<br />
Mr. Sulficio O. Tagud, Jr., 60 years old, Filipino, has served as President, Chief Executive Officer, and<br />
Director of ATS since December 2010. He has also served as the Chairman and President of KGLI-NM<br />
Holdings, Inc. since July 2008; Chairman and Chief Executive Officer of NENACO since August 2004;<br />
and President of One Urban Resource and Property Management Company since September 2003. He<br />
graduated Class Valedictorian with a Bachelor of Science degree in Business Administration, major in<br />
Economics (Magna Cum Laude) at Xavier University, Cagayan De Oro City. He also completed his<br />
Masters in Industrial Economics at the Center for Research and Communication in Manila, and<br />
Masters in Business Administration at the Ateneo de Manila University. He also completed Real Estate<br />
Development Program at the Urban Land Institute at Washington, D.C., U.S.A.<br />
Mr. Jeremias E. Cruzabra, 44 years old, Filipino, has served as Director of ATS since December 2010.<br />
He has also served as the Chief Finance Officer of NENACO since April 2004; Chief Finance Officer and<br />
Board Director of KGLI-NM Holdings, Inc. since July 2008; Court-Appointed Receiver of Selegna<br />
Holdings Corporation since November 2006; Chief Finance Officer (and later Trustee) of Sapphire<br />
Securities, Inc. (owned by the Brunei Investment Agency) from 1997 to 1999. He started his career with<br />
SGV & Co. (a member company of Ernst & Young) from 1988 to 1992. Mr. Cruzabra, who is a Certified<br />
Public Accountant (CPA), graduated with a Bachelor of Science degree in Commerce, major in<br />
Accounting (Magna Cum Laude) from the University of Luzon, and has completed his Masters in<br />
Business Administration at Murdoch University in Perth, Western Australia.<br />
Amb. Raul Ch. Rabe, 70 years old, Filipino, has been an Independent Director of ATS since December<br />
2010. He has also served as a member of the Board of Directors of KGLI-NM Holdings, Inc. since July<br />
2008; Bancommerce Investment Corporation since 2007; PET Plans, Inc. since 2007; Vivant<br />
5
Corporation since 2002; Bank of Commerce since 2001; Corporate Secretary of Manila Economic and<br />
Cultural Office since 2001, and of Counsel for Rodrigo, Berenguer and Guno since 1999. He graduated<br />
with a Bachelor of Arts degree at the University of Santo Tomas, and Bachelor of Laws degree from<br />
the Ateneo de Manila Law School. He also completed the Colombo Plan Scholarship on Diplomacy at<br />
the Australian Institute of Foreign Service in Canberra, Australia.<br />
Mr. Mark E. Williams, 37 years old, American, has served as Director of ATS since December 2010. He<br />
has also served as Investment Director of KGLI-KSCC since 2008. He obtained his Bachelor of Science<br />
degrees in Accounting, Business Administration, and Finance at the University of Akron in Akron, Ohio,<br />
U.S.A. He completed his Juris Doctorate degree at Case Western Reserve University, Cleveland, Ohio,<br />
U.S.A., and also obtained a Masters degree in Business Administration, concentration in Finance, from<br />
Weatherhead School of Management of the same university.<br />
Ms. Michelle Lu, 50 years old, Chinese, has served as Director of ATS since December 2010. She is the<br />
Managing Director of the China-ASEAN Capital Advisory Company and advisor to the China-ASEAN<br />
Investment Cooperation Fund. Prior to this role, Ms. Lu was Managing Director and Head of<br />
Infrastructure China at Standard Chartered Bank, with responsibility for managing the Standard<br />
Chartered IL & FS Asia Infrastructure Growth Fund. She has also held senior management roles at<br />
Macquarie Bank, Temasek Holdings and Hutchison Port Holdings. Her extensive experience in private<br />
equity investment includes shipping, ports, airports, toll roads, wastewater treatment, renewable<br />
energy, metal and mining, and telecom. She graduated with a Bachelor of Science in Physics at the<br />
Beijing Normal University in China, and obtained a Masters Degree in Business Administration from<br />
San Jose State University, California, U.S.A.<br />
Mr. Enrique M. Aboitiz, Jr., 56 years old, Filipino, has served as President and Chief Executive Officer<br />
of ATS from May 1999 upto December 2010 and a Director since 1997. He is a member of the Risk<br />
Management Committee. He is also the Director and Senior Vice President of Aboitiz and Company,<br />
Inc; Director and President of Aboitiz Jebsen Bulk Transport Corporation; Director and Chairman of<br />
the Board of Aboitiz Power Corporation (AP); Director of Aboitiz Equity Ventures, Inc. (AEV), Amanpulo<br />
Resorts, MacroAsia Corporation, E-Media Foundation, Pilmico Foods Corporation and Aboitizland, Inc.<br />
He also sits as the Chairman of AEV Board’s Risk Management Committee, Chairman of AP Board’s<br />
Strategy Committee, and Member of AP Board’s Corporate Governance Committee. He graduated<br />
with a degree of Bachelor of Science in Business Administration (Major in Economics) from Gonzaga<br />
University, Spokane, Washington U.S.A.<br />
Mr. Bob D. Gothong, 55 years old, Filipino, has served as Vice Chairman of the Board of ATS since<br />
September 2002 upto December 2010 and a Director of ATS since 1997. Mr. Gothong was also a<br />
Chairman of the Risk Management Committee and a member of the Company’s Audit and Corporate<br />
Governance Committee of ATS in 2010. Chairman and Chief Executive Officer of One Wilson Place<br />
Holdings, Inc.; Director of Philippine National Oil Co.; Ramon Aboitiz Foundation, Inc., and Vice<br />
Chairman of Carlos A. Gothong Holdings, Inc. He graduated with a degree of Bachelor of Science in<br />
Commerce Major in Transportation and Utilities and Minor in Finance from the University of British<br />
Columbia, Vancouver, Canada.<br />
Mr. Francis Chua, 60 years old, Filipino, has served as an Independent Director of ATS since January<br />
2011. His current positions include Honorary Consulate General of the Republic of Peru in Manila;<br />
President and Eminent Adviser of the Philippine Chamber of Commerce and Industry; Chairman of the<br />
Philippine Chamber of Commerce and Industry Foundation, CLMC Group of Companies, and Green<br />
Army Philippines Network Foundation; President of DongFeng Automotive, Inc. and Philippine Satellite<br />
Corporation; Director of Philippine Stock Exchange, National Grid Corporation of the Philippines, Bank<br />
of Commerce, Basic Energy, and Overseas Chinese University; and Trustee of Xavier School<br />
Educational Trust Fund, and Adamson University. He graduated with a Bachelor of Science degree in<br />
Industrial Engineering the University of the Philippines.<br />
Atty. Amado R. Santiago III, 44 years old, Filipino, has served as the Corporate Secretary of ATS since<br />
December 2010. He is the Managing Partner of the Santiago & Santiago Law Offices and is engaged in<br />
the general practice of law. He specializes in corporate litigation, which includes corporate<br />
6
ehabilitation proceedings under the Securities and Exchange Commission Rules on Corporate<br />
Recovery, Interim Rules of Procedure on Corporate Rehabilitation and the Rules of Procedure on<br />
Corporate Rehabilitation. He is also engaged in the practice of taxation law. He received his Bachelor<br />
of Science degree in Management, major in Legal Management (1988) from the Ateneo de Manila<br />
University. He graduated from the Ateneo de Manila School of Law in 1992 and is a member of the<br />
Philippine Bar.<br />
Atty. Manuel Eduardo C. Carlos, 35 years old, Filipino, has served as the Assistant Corporate Secretary<br />
since December 2010. He is the Associate Lawyer of the Santiago & Santiago Law Offices. Under this<br />
law firm, he specializes in corporate mergers and acquisitions and corporate housekeeping. He is<br />
also engaged in the practice of taxation law. He acts as corporate counsel, director and/or corporate<br />
secretary/assistant corporate secretary of various corporate clients. He received his Bachelor of<br />
Science degree in Management, major in Legal Management (1997) from the Ateneo de Manila<br />
University. He graduated from the Ateneo de Manila School of Law in 2002 and is a member of the<br />
Philippine Bar.<br />
EXECUTIVE OFFICERS<br />
Ms. Lilian P. Cariaso, 51 years old, Filipino, Treasurer, Executive Vice President – Chief Finance<br />
Officer, Corporate Information Officer since 2004, and Chief Resource Officer since 2009. She has been<br />
with ATS since 2004. She is a Director of SuperCat Fast Ferry Corporation, Aboitiz One, Inc., Aboitiz<br />
Project TS Corporation and SQL Wizard. She graduated with a Bachelor of Science degree in<br />
Commerce, major in Accounting (Summa Cum Laude) from the University of San Carlos and earned<br />
her Masters degree in Business Management from the University of the Philippines.<br />
Ms. Susan V. Valdez, 50 years old, Filipino, Executive Vice President – Chief Executive Officer of the<br />
2GO Freight Division since 2004, and President and Chief Executive Officer of Aboitiz One, Inc. and<br />
Aboitiz One Distribution, Inc. since 2009. She has been with ATS since November 1981. She graduated<br />
with a Bachelor of Science degree in Commerce, major in Accounting (Cum Laude) from St. Theresa’s<br />
College and earned her Masters degree in Management, major in Business Management from the<br />
University of the Philippines. She also completed the Program for Management Development from<br />
Harvard Business School, Boston, U.S.A.<br />
Ms. Evelyn L. Engel, 58 years old, Filipino, Executive Vice President – Chief Executive Officer of the<br />
Passage Division since 2004 and President and Chief Executive Officer of ScanAsia Overseas, Inc. since<br />
2009. Her other positions include Director of Catena Services, Inc. and SQL Wizard, Inc. She has<br />
extensive experience in General Management with solid background on Sales and Marketing, Human<br />
Resource and Information Technology. She graduated with a Bachelor of Arts degree in Economics<br />
from St. Paul University.<br />
Mr. Rafael L. Sanvictores, 53 years old, Filipino, Senior Vice President for Passenger Services since<br />
2006. He has been with ATS since 1980. He graduated with a Bachelor of Arts degree in Economics<br />
from San Beda College.<br />
Mr. Wilmer A. Alfonso, 58 years old, Filipino, Vice President for Ports Services since 2006. He has been<br />
with ATS since January 1971. He holds the following positions: Chairman of Catena Services, Inc.,<br />
Attina Security Services Inc., and Vestina Security Services Inc., President of North Harbor Tugs Corp.;<br />
President of United South Dockhandlers, Inc. and President of Supersail Services Inc. Mr. Alfonso is a<br />
Certified Public Accountant. He graduated with a Bachelor of Science degree in Accounting from the<br />
University of San Carlos.<br />
Ms. Magdalena A. Anoos, 54 years old, Filipino, Vice President for Materials Management and has been<br />
with ATS since 2003. She graduated with a Bachelor of Science degree in Commerce, major in<br />
Accounting (Cum Laude) from University of San Carlos. She also completed the Senior Executive<br />
Program at Columbia Business School, New York, U.S.A. She received the ‘Division Governor of the<br />
Year’ award from the Philippine Toastmasters District 75 in 2005 and Advanced Toastmaster Gold<br />
award by Toastmasters International in 2006.<br />
7
Ms. Charity Joyce S.D. Marohombsar, 44 years old, Filipino, Vice President for Customer Interaction<br />
Center since 2003 and for RORO, and Vice President for Customer Management Group of ScanAsia<br />
Overseas, Inc. since 2009. She graduated with a Bachelor of Arts degree from the Ateneo de Naga<br />
University.<br />
Ms. Norissa L. L<br />
. Ridgwell, 55 years old, Filipino, Senior Vice President and Chief Operating Officer of<br />
2GO Freight Operations since 2009. She has been with ATS since 1994. She graduated with a Bachelor<br />
of Science degree in Commerce, major in Management from Silliman University.<br />
Ms. Shelley U. Rapes, 52 years old, Filipino, Vice President - Chief Information Officer since 2009. She<br />
has been with ATS since 1989. She graduated with a Bachelor of Science degree in Mathematics (Cum<br />
Laude) from the University of San Carlos, and finished the Management Development Program from<br />
the Asian Institute of Management<br />
Ms. Annacel A. Natividad, 41 years old, Filipino, Vice President and Chief Finance Officer of the<br />
Passage Division since 2005, and Chief Finance Officer of Scanasia since 2010. She has been handling<br />
the Risk Management Division since 2007. She has been with ATS since January 1998. She graduated<br />
with a Bachelor of Science degree in Commerce, major in Accounting from the University of Santo<br />
Tomas, and finished her Masters degree in Business Administration from De La Salle University-<br />
Graduate School of Business.<br />
Mr. Oscar Y. Go, 58 years old, Filipino, Vice President for Sales-Special Accounts since 2002. He has<br />
been with ATS since 2002. Prior to joining the company, he was Vice President of the Lorenzo Shipping<br />
Company. He graduated with a Bachelor of Science degree in Business Management from Colegio de<br />
San Juan de Letran.<br />
Mr. Joel Jesus M. Supan, 53 years old, Filipino, Vice President for Security, Safety and Compliance. He<br />
has been with ATS since 2004. He is the Founder and Proprietor of Stonewall Security Concepts;<br />
Director and President of Ethics Call System, Inc., and Founder of Balikatan ng mga Tanod ng Ari-Arian<br />
at Yaman (BANTAY). He graduated with a Bachelor of Science degree from the Philippine Military<br />
Academy in 1981.<br />
Ms. Ellen F. Bolus, 41 years old, Filipino, Vice President for 2GO Freight Operations since 2009. She<br />
has been with ATS since 1995. She graduated with a Bachelor of Science degree in Tourism from the<br />
University of the Philippines and earned her Masters degree in Business Administration from the<br />
Ateneo Graduate School of Business in 2003.<br />
Ms. Noemi G. Sebastian, 49 years old, Filipino, Vice President of Human Resources for Results and<br />
Quest Consulting Group since 2009, and Vice President of Corporate Communications since 2010. She<br />
has been with ATS since 2003. She graduated with a Bachelor of Science degree in Business<br />
Administration (Cum Laude) from the University of the Philippines.<br />
Mr. Andrew Jude D. Deyto, 39 years old, Filipino, Vice President for Sales and Marketing of the<br />
Passage Division since 2010. He has been with ATS since 1994. He graduated with a Bachelor of<br />
Science degree in Industrial Engineering from the Ateneo de Davao University, and completed the<br />
Masters degree in Business Administration of the Ateneo Regis Program from the Ateneo Graduate<br />
School of Business in 2002.<br />
Nomination Committee and Nominees for Election as Members of the Board of Directors<br />
The incumbent directors will be nominated as members of the Board of Directors for the ensuing year<br />
(2011-2012).<br />
In compliance with SEC Guidelines on the Nomination and Election of Independent Directors under SRC<br />
Rule 38, the Company Board created on February 26, 2003 a Nomination Committee (which was<br />
consolidated with the Compensation/Remuneration Committee in August, 2009.) In January 2011, the<br />
8
new composition of the Company’s Board appointed the following as Chairman and members of the<br />
Compensation/Remuneration and Nomination Committee:<br />
Chairman:<br />
Members:<br />
Mr. Sulficio O. Tagud, Jr.<br />
Mr. Mark E. Williams<br />
Ms. Michelle Lu<br />
The Compensation/Remuneration and Nomination Committee promulgated the guidelines which<br />
govern the conduct of the nomination of the members of the Company Board. It had pre-screened and<br />
short listed all candidates and came up with the following individuals as nominees for independent<br />
directors for the ensuing year (2011-2012):<br />
(1) Amb. Raul Rabe as nominated by Mr. Mark Williams<br />
(2) Mr. Francis Chua as nominated by Ms. Michelle Lu<br />
The nominating persons are not related to the nominees within the fourth degree of consanguinity.<br />
Further, the Committee approved on July 20, 2005 the Company’s Amended By-Laws incorporating the<br />
procedures for the nomination and election of Independent Directors under Rule 38 of the Securities<br />
Regulation Code, as the same may be amended from time to time.<br />
Period in Which Directors and Executive Officers Should Serve<br />
The directors and executive officers should serve for a period of one (1) year and until the election and<br />
qualification of their successors.<br />
Terms of Office of a Director<br />
The nine (9) directors shall be stockholders and shall be elected annually by the stockholders owning a<br />
majority of the outstanding common shares of the Registrant for a term of one (1) year and shall serve<br />
until the election and qualification of their successors.<br />
Any vacancy in the board of directors other than removal or expiration of term may be filled by a<br />
majority vote of the remaining members thereof at a meeting called for that purpose if they still<br />
constitute a quorum, and the director or directors so chosen shall serve for the unexpired term.<br />
Further, in April 2011, the Board approved a resolution to increase the number of directors from nine<br />
(9) to thirteen (13). The said proposal is still subject to the ratification by the Company’s stockholders<br />
during the upcoming annual stockholders’ meeting.<br />
Significant Employees<br />
The Corporation and its subsidiaries consider the contribution of every employee important to the<br />
fulfillment of its goals.<br />
Family Relationships<br />
Messrs. Enrique M. Aboitiz, Jr. and Jon Ramon Aboitiz are cousins and are related within the fourth<br />
degree of consanguinity.<br />
Other than the ones that are disclosed above, there are no other family relationships within the fourth<br />
degree of consanguinity known to the Registrant.<br />
Involvement in Certain Legal Proceedings<br />
To the knowledge and/or information of ATS, none of its nominees for election as directors, the present<br />
members of its Board of Directors or its executive officers, is presently or during the last five (5) years<br />
9
een involved in any legal proceeding in any court or government agency on the Philippines or<br />
elsewhere which would put to question their ability and integrity to serve ATS and its stockholders.<br />
With respect to its nominees for election as directors, the present members of its Board of Directors<br />
and its executive officers, the Company is not aware that during the past five (5) years up to even date<br />
of: (a) any bankruptcy petition filed by or against any business of which such person was a general<br />
partner or executive officer either at the time of the bankruptcy or within two years prior to that time;<br />
(b) any conviction by final judgment of such person in a criminal proceeding, excluding traffic violations<br />
and other minor offenses; (c) such person being subject to any order, judgment, or decree, not<br />
subsequently reversed, suspended or vacated, by any court of competent jurisdiction, domestic or<br />
foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s<br />
involvement in any type of business, securities, commodities or banking activities; and (d) such person<br />
being found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission<br />
or comparable foreign body, or a domestic or foreign exchange or other organized trading market or<br />
self regulatory organization, to have violated a securities or commodities law or regulation and the<br />
judgment has not been reversed, suspended, or vacated.<br />
Certain Relationships and Related Transactions<br />
In the ordinary course of business, the Registrant has transactions with subsidiaries, associates, and<br />
other related companies consisting of shipmanagement services, charter hire, management services,<br />
courier services, purchases of steward supplies, availment of stevedoring, arrastre, trucking, rental<br />
and repair services. The Registrant needs these services to complement its services to the freight and<br />
passage customers.<br />
The identification of the related parties transacting business with the Registrant and how the<br />
transaction prices were determined by the parties are discussed in Note 23 of the consolidated financial<br />
statements. The Registrant will continue to engage the services of these related parties as long as it is<br />
economically beneficial to both parties.<br />
The Corporation has no transaction during the last two years or proposed transaction to which it was<br />
or is to be a party in which any of its directors, officers, or nominees for election as directors or any<br />
member of the immediate family of any of the said persons had or is to have a direct or indirect<br />
material interest.<br />
Resignation or Refusal to Stand for Re-election election by Members of the Board of Directors<br />
No Director has declined to stand for re-election to the board of directors since the date of the last<br />
annual meeting of the Registrant because of a disagreement with the Registrant on matters relating to<br />
the Registrant operations, policies and practices.<br />
In December 2010, as a result of NENACO’s purchase of AEV’s and ACO’s shares in ATS, the following<br />
directors have tendered their resignations:<br />
1. Mr. Jon Ramon M. Aboitiz, Chairman of the Board; Compensation/Remuneration and Nomination<br />
Committee (but was re-appointed in January 2011 as director and Chairman of<br />
the Board)<br />
2. Mr. Enrique M. Aboitiz, Jr., Member, President and CEO; Risk Management Committee and<br />
Compensation/Remuneration and Nomination Committee (but re-appointed as<br />
director on the same date)<br />
3. Mr. Mikel E. Aboitiz, Member; Risk Management Committee<br />
4. Mr. Erramon I. Aboitiz, Member<br />
5. Mr. Bob D. Gothong, Member; Risk Management Committee (but re-appointed as director on the<br />
same date)<br />
6. Mr. Justo A. Ortiz, Member; Audit and Corporate Governance Committee<br />
7. Mr. Sabin M. Aboitiz, Member; Audit and Corporate Governance Committee<br />
8. Mr. Washington Z. Sycip, Independent Director; Audit and Corporate Governance<br />
10
Committee and Risk Management Committee<br />
9. Ms. Emily A. Abrera, Independent Director; Compensation/Remuneration and Nomination<br />
Committee<br />
Item 6. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS<br />
The following table summarizes certain information regarding compensation paid or accrued during<br />
the last three fiscal years and to be paid in the ensuing fiscal year to the Registrant Chief Executive<br />
Officer and each of the Registrant four other most highly compensated executive officers:<br />
SUMMARY OF COMPENSATION TABLE<br />
Amounts in Thousands of Pesos (‘000s)<br />
TOP FIVE HIGHLY COMPENSATED EXECUTIVES:<br />
ENRIQUE M. ABOITIZ JR.* – CHIEF EXECUTIVE OFFICER<br />
EVELYN L. ENGEL – CHIEF EXECUTIVE OFFICER – PASSAGE AND<br />
PRESIDENT-CEO SCANASIA, INC.<br />
SUSAN V. VALDEZ – CHIEF EXECUTIVE OFFICER – FREIGHT AND<br />
PRESIDENT-CEO OF ABOITIZ ONE INC. GROUP<br />
LILIAN P. CARIASO – CHIEF FINANCE OFFICER, CORPORATE<br />
INFORMATION OFFICER AND CHIEF RESOURCE<br />
OFFICER<br />
NORISSA L. RIDGWELL – SVP-COO 2GO FREIGHT (2010 ONLY)<br />
CHARITY JOYCE MAROHOMBSAR – CUSTOMER CARE<br />
MANAGEMENT OF 2GO SCANASI A (2011 ONLY)<br />
All above named officers as a group<br />
All officers and directors as group unnamed<br />
SALARY<br />
BONUS<br />
(13 th and 14 th<br />
Months Pay)<br />
OTHER<br />
COMPENSATION<br />
2009 22,372 3,729 -<br />
2010 29,640 4,960 -<br />
Projected<br />
21,955 3,659 -<br />
2011<br />
2009 23,911 2,545 -<br />
2010 25,938 4,830 -<br />
Projected<br />
2011<br />
25,213 4,202 -<br />
The Company has no significant or special arrangements of any kind as regard to the compensation of<br />
all officers and directors other than the funded, noncontributory tax-qualified retirement plans<br />
covering all regular employees.<br />
Each director receives a monthly allowance of P80,000 except for the Chairman of the Board who<br />
receives P120,000 a month. Further, a per diem of P30,000 is given to each Director and P45,000 for<br />
the Chairman for every Board meeting attended. As agreed with NENACO, ATS’ parent company, such<br />
allowances and per diems will be shared equally by both companies whenever meetings are held on<br />
the same day.<br />
Except for the regular company retirement plan, which by its very nature will be received by the<br />
officers concerned only upon retirement from the Company, the above-mentioned directors and<br />
officers do not receive any profit sharing nor any other compensation in the form of warrants, options,<br />
bonuses, etc.<br />
Likewise, there are no standard arrangements that compensate directors directly or indirectly, for any<br />
services provided to the Company either as director or as committee member or both or for any other<br />
special assignments.<br />
Item 7. INDEPENDENT PUBLIC ACCOUNTANTS<br />
The accounting firm of SGV & Co. (SGV) has been ATS' Independent Public Accountant since year 1977.<br />
This is reckoned to be the approximate date based on the available records. Representatives of SGV<br />
will be present during the annual meeting and will be given the opportunity to make a statement if they<br />
so desire. They are also expected to respond to appropriate questions if needed.<br />
11
In August 2009, the Board of Directors of ATS approved the consolidation of its Audit Committee to the<br />
newly created Audit and Corporate Governance Committee. The incumbent members of the said<br />
Committee are Francis Chua as chairperson, Michelle Lu and Mark Williams as members, and Evan<br />
McBride and Geoffrey Seeto as ex-officio members.<br />
At its regular board meeting on April 23, 2009, the Board of Directors approved a resolution to<br />
delegate to the Board of Directors the authority to appoint the Company’s external auditors. The<br />
stockholders ratified the same resolution during its annual stockholders meeting.<br />
In compliance with SEC guidelines on the rotation of external auditors under its SRC Rule 68,<br />
Paragraph 3(b)(iv), ATS has already adopted and incorporated the said guidelines in its Code of<br />
Corporate Governance.<br />
Mr. Ladislao Z. Avila Jr. has been the signing partner since fiscal year 2006. He will be replaced<br />
starting fiscal year 2011 in compliance with the five years rotation requirement under SRC Rule 68,<br />
Paragraph 3(b)(iv).<br />
(1) External Audit Fees and Services<br />
Audit Fees<br />
Audit-Related Fees<br />
All Other Fees<br />
Estimates for<br />
December 31, 2011<br />
Year ended<br />
December 31, 2010<br />
P 1,000,000 P 1,000,000<br />
Year ended December<br />
31, 2009<br />
P 1,000,000<br />
TOTAL P 1,000,000 P 1,000,000 P 1,000,000<br />
Audit Fees<br />
This represents professional fees for financial assurance services rendered for the Company’s Annual<br />
Financial Statements, review and opinion for SEC Annual Report.<br />
Audit-Related Fees<br />
This represents professional fees for technology and security risk services rendered by the external<br />
auditor in connection with the Audit on Company’s Annual Financial Statements.<br />
All Other Fees<br />
This represents fees for services rendered in reviewing and issuing opinion with regards to the<br />
Company’s annual reportorial requirement with Maritime Industry Authority (MARINA).<br />
Audit services provided to the Company by external auditor, SGV, have been pre-approved by the Audit<br />
and Corporate Governance Committee. The Audit and Corporate Governance Committee has reviewed<br />
the magnitude and nature of these services to ensure that they are compatible with maintaining the<br />
independence of the external auditor.<br />
(2) Changes in and Disagreements With Accountants on Accounting and Financial Disclosure<br />
There was no event in the past years where SGV and the Company had any disagreements with regard<br />
to any matter relating to accounting principles or practices, financial statement disclosure or auditing<br />
scope or procedure.<br />
12
C. OTHER MATTERS<br />
Item 8. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS<br />
Investment in Supercat Fast Ferry Corporation<br />
In November 2010, the board of ATS approved a resolution to increase its investment in SFFC by<br />
350,000 common shares at a subscription price of P70 million thereby increasing its ownership from<br />
160,000 common shares to 510,000 common shares.<br />
SFFC is in the business of providing fast craft passenger services under the SuperCat brand name.<br />
Disposition of investments in ABOJEB, AJMSI, JMI and JMBVI<br />
In December 2010, the ATS’ board approved the sale of ATS’ 62.5% equity in Aboitiz Jebsen Bulk<br />
Transport Corporation, Aboitiz Jebsen Manpower Solutions, Inc. and Jebsen Maritime, Inc, to Aboitiz<br />
Equity Ventures, Inc. (AEV) for a total price of P 355,908,432. The companies are engaged in bulk<br />
transport, manning and crew management, and ship management.<br />
The board also approved the sale of the 50% interest of ATS in Jebsen Maritime (BVI) Limited, a<br />
chartering company, to Aboitiz & Company, Inc. (ACO) for P 44,000,000.<br />
The sale of ATS’ shareholdings in the Aboitiz Jebsen companies is in line with the sale of AEV’s and<br />
ACO’s respective shares in ATS. The said sale of AEV’s and ACO’s investments in ATS, however, does<br />
not include its interests in its joint venture companies with the Jebsen Group of Norway.<br />
Item 9. ACTION WITH RESPECT TO REPORTS<br />
The minutes of the last special stockholders’ meeting held on July 15, 2010 and the Annual Report of<br />
Management for the year ended December 31, 2010 will be submitted to the stockholders for their<br />
approval.<br />
Item 10. MATTERS NOT REQUIRED TO BE SUBMITTED<br />
All corporate actions to be taken up at the annual stockholders’ meeting this June 22, 2011 will be<br />
submitted to the stockholders of the Registrant for their approval in accordance with the requirements<br />
of the Corporation Code.<br />
Item 11. AMENDMENT OF O<br />
ARTICLES OF INCORPORATION AND BY-LAWS<br />
For approval of the stockholders this June 22, 2011 meeting is the resolution of the Board to amend<br />
the First Article of the Articles of Incorporation of the Company as follows (proposed amendment<br />
underscored):<br />
"FIRST: That the name of the corporation shall be<br />
ATS CONSOLIDATED (ATSC), INC.<br />
(formerly "Aboitiz Transport System (ATSC) Corporation")<br />
Doing business under the name and style of "ATS”, “2GO”, “2GO Together”, “SuperFerry", “SuperFerry<br />
Travel and Leisure”, and “Cebu Ferries”<br />
This amendment is in relation to the terms of the acquisition by NENACO of AEV’s and ACO’s<br />
shareholdings in ATS, wherein the Aboitiz family required NENACO, within a reasonable period, to<br />
13
emove any reference of the name “Aboitiz” from the corporate name, letterheads and other corporate<br />
profiles of ATS.<br />
Further, the Board resolved to amend the Second Article of the Articles of Incorporation of the<br />
Company to include the following purposes:<br />
(a) The business of rendering technical services requirement to customers nationwide for<br />
refrigerated marine container vans and related equipments or accessories including but not<br />
limited to repair and maintenance, equipment rental and leasing, technical consultancy and<br />
training, selling of spare parts, components and accessories, service contracting and to act as<br />
service agent on behalf of the various domestic and foreign container manufacturer with<br />
services but not limited to performing warranty and non- warranty repair services, selling of<br />
service parts, components and accessories, and consultancy services; and<br />
(b) To conduct and transact any and all lawful business, and to do or cause to be done any one or<br />
more of the acts and things herein set forth as its purposes, within or without the Philippines,<br />
and in any and all foreign countries, and to do everything necessary, desirable or incidental to<br />
the accomplishment of the purposes or the exercise of any one of more of the powers herein<br />
enumerated, or which shall at any time appear conducive to or expedient for the protection or<br />
benefit of this corporation.<br />
The purpose of the above-mentioned amendment is to include the business purposes of Reefer Van<br />
Specialist, Inc., which was merged into ATS.<br />
The Board also resolved to amend the Sixth Article of the Articles of Incorporation and Section 2,<br />
Article III of the By-Laws, of the Company, to increase the number of directors from nine (9) to thirteen<br />
(13). The purpose of the said amendments is to mirror the board of ATS with that of its parent<br />
company.<br />
The foregoing resolutions will be submitted to the stockholders of the Company during the June 22,<br />
2011 stockholders’ meeting for ratification.<br />
Item 12. OTHER PROPOSED ACTIONS<br />
The following matters shall likewise be submitted, for ratification, to the stockholders representing at<br />
least a majority of the outstanding voting capital stock of the Registrant:<br />
a) Ratification of all acts of the Board of Directors and Board Committee for the period<br />
covering May 28, 2010 through April 28, 2011 adopted primarily in the ordinary course of<br />
business (including those which have been the subject of previous disclosures to the<br />
Securities and Exchange Commission and the Philippine Stock Exchange during said<br />
period), such as:<br />
i. approvals for the acquisition, lease, disposition of vessels as well as other personal<br />
and/or real properties;<br />
ii. approval to lease space for CDO Ticketing Office;<br />
iii. appointment of lawyers and/or attorneys-in-fact in connection with legal<br />
proceedings (including amicable settlement proceedings) affecting the Registrant<br />
and/or its assets;<br />
iv. appointment of replacement to directors/officers who rendered their respective<br />
resignations;<br />
v. appointment of authorized representative in negotiations with Keppel Cebu<br />
Shipyard, Inc.;<br />
vi. confirmation of authorized representative appointed in dealing with PDTC;<br />
vii. approval for the availment of certain credit facilities, execution of a collateral trust<br />
agreement and appoinment of UBP as trust agent;<br />
14
viii. approval for treasury matters related to opening of accounts and bank transactions<br />
(including removal of/revisions to authorized bank signatories);<br />
ix. authority to apply for VAT exemption under RA 9295;<br />
x. authority to apply for local government permits;<br />
xi. authority to apply for registration of certain trademarks;<br />
xii. authority to enter into asset swap transaction;<br />
xiii. authority to subscribe additional shares in SFFC;<br />
xiv. authority to accept BOI terms and conditions;<br />
xv. authority to enter shipping agreements with Nestle Philippines, Inc.;<br />
xvi. appointment of authorized representatives to make purchases for loyalty awards<br />
and prizes;<br />
xvii. authority to sell its investments in ABOJEB, AJMSI, JMI and JMBVI; and<br />
xviii. authority to declare cash dividends.<br />
xix. approval of the 2011 Budget;<br />
xx. acceptance of pre-approval’s terms and conditions of the company’s registration<br />
with BOI;<br />
xxi. general authority of the president to pass resolutions for day-to-day operations of<br />
the company;<br />
xxii. approval of the 2010 audited financial statements;<br />
xxiii. approval for the availment of credit facilities with BDO;<br />
xxiv. approval of the execution of suretyship in favor of BPI;<br />
b) Minutes of Stockholders Meeting held last July 15, 2010<br />
During the Special Stockholders Meeting held, stockholders representing at least twothirds<br />
of the outstanding capital stock of the Corporation approved the statutory merger of<br />
ATS and its wholly owned subsidiary Reefer Van Specialists Inc. with ATS as the surviving<br />
corporation.<br />
Item 13. VOTING PROCEDURES<br />
As to each matter, which is to be submitted to a vote of security holders, furnish the following<br />
information:<br />
(a)<br />
Vote required for Approval<br />
The affirmative vote of stockholders representing at least a majority of the<br />
outstanding voting common shares of the Registrant is required for the approval<br />
and/or ratification:<br />
i. Minutes of Previous Special Stockholders’ Meeting;<br />
ii.<br />
iii.<br />
iv.<br />
Management Annual Reports for the preceding year;<br />
Election of the Board of Directors; and<br />
All Acts and Resolutions of the Board of Directors and Management since May<br />
28, 2010.<br />
The affirmative vote of stockholders representing at least two-thirds (2/3) of the<br />
outstanding capital stock of the Registrant is required for the approval and/or<br />
ratification of the following matters:<br />
i. Amendments to the First, Second and Sixth Articles of the Company’s Articles<br />
of Incorporation, changing the Company’s corporate name, business purpose,<br />
and increase the number of directors;<br />
15
ii.<br />
Amendment of Section 2, Article III of the Company’s By-Laws, to increase the<br />
number of directors;<br />
(b)<br />
Method by which Votes will be counted<br />
At each meeting of the stockholders, every stockholder shall be entitled to vote in<br />
person or by proxy, for each share of stock held by him, which has voting power upon<br />
the matter in question. As provided in Section 7, Article II of the By-laws of the<br />
Registrant, except upon demand by any stockholder, the votes upon any question<br />
before the meeting, except with respect to procedural questions that shall be<br />
determined by the Chairman of the meeting, shall be by viva voce or show of hand.<br />
The method and manner of counting the votes of shareholders shall be in accordance<br />
with the general provision of the Corporation Code of the Philippines. The counting of<br />
votes shall be witnessed by representatives from the Company’s external auditor,<br />
SGV, stock and transfer agent Securities Transfer Services, Inc. (STSI) and the<br />
Company’s Corporate Secretary.<br />
16
SIGNATURE PAGE<br />
After reasonable inquiry and to the best of my knowledge and belief, I certify that the<br />
information set forth in this report is true, complete and correct. This report is signed in the<br />
City of Manila on May 24, 2011.<br />
Lilian P. Cariaso<br />
Corporate Information Officer<br />
17
MANAGEMENT REPORT<br />
I. CONSOLIDATED AUDITED FINANCIAL STATEMENTS<br />
1<br />
The Consolidated Audited Financial Statements for the year ended and as of December 31, 2010 are<br />
attached to this report.<br />
II. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES<br />
There was no event in the past years where SGV and the Corporation had any disagreements with<br />
regard to any matter relating to accounting principles or practices, financial statement disclosure or<br />
auditing scope or procedure.<br />
III. MANAGEMENT’S DISCUSSION AND ANALYSIS<br />
Key Performance Indicators (KPI)<br />
The following KPI’s are used to evaluate the financial performance of ATS and its subsidiaries:<br />
a. Revenues – ATS revenues are mainly composed of freight and passage revenues and they are<br />
recognized when the related services are rendered. Total Revenue for the three months ended<br />
March 31, 2011 is P3.0 billion. Further, in 2010, total revenue is P11.6 billion compared to P10.5<br />
billion in 2009.<br />
b. Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) - is calculated by adding<br />
back interest expense, amortization and depreciation into income before income tax, excluding<br />
extraordinary gains or losses. EBITDA for March 31, 2011 is P115 million while in 2010, the<br />
Company’s EBITDA is P742million.<br />
c. Income before income tax (IBT)<br />
– is the earnings of the company before income tax expense. The<br />
Loss Before Income Tax for 2010 is P1.5 billion, 326% lower compared to P679.0 million in 2009.<br />
ATS reflected close to P897 million other charges brought about by Impairment loss on ships in<br />
operation and finance costs. The Loss Before Income Tax for March 31, 2011 is P320.3 million.<br />
d. Debt-to<br />
to-equity ratio – is determined by dividing total liabilities over stockholders’ equity. ATS’<br />
debt-to-equity ratio in 2010 is 2.14:1:00. ATS’ debt-to-equity ratio in 2011 is 2.37:1:0. Total<br />
liabilities increased by P304 million due to additional borrowings and Total equity stood at P3. 7<br />
billion or 7% lower compared to 2010 due to the loss for the first quarter of 2011.<br />
e. Current ratio – is measured by dividing total current assets by total current liabilities. The<br />
Company’s current ratio in 2010 is 0.56:1:00. Further, the Company’s current ratio as of March 31,<br />
2011 is 1.05:1:00. Total current assets is P5 billion or 6% higher than 2010. Total current liabilities<br />
are P4.7 billion or 43% decrease compared to 2010.<br />
The following table shows comparative figures of the Top Five key performance indicators (KPI) for<br />
2010, 2009, and 2008 (amounts in millions except for the financial ratios) based on the consolidated<br />
financial statements of ATS as well as each of its subsidiaries:<br />
Consolidated ATS and Subsidiaries<br />
March 31, 2011 Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008<br />
Revenues 3,048 11,611 10,510 10,273<br />
EBITDA (a) 115 742 1,394 944<br />
IBT (b) (320) (1,536) 679 119<br />
Debt-to-Equity Ratio (c) 2.37:1.0 2.14:1.00 1.05:1.00 1.1:1.00<br />
Current Ratio (d) 1.05:1.00 0.56:1.00 0.9:1.00 0.9:1.00<br />
18
Consolidated Aboitiz One, Inc and Subsidiaries<br />
Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008<br />
Revenues 4,770 3,876 2,987<br />
EBITDA (a) 317 210 219<br />
IBT (b) 216 191 139<br />
Debt-to-Equity Ratio (c) 3.34:1.00 4.0:1.0 3.9:1.0<br />
Current Ratio (d) 0.9:1.00 0.9:1.0 0.9:1.0<br />
Supercat Fast Ferry Corporation<br />
Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008<br />
Revenues 599 443 377<br />
EBITDA (a) 219 147 42<br />
IBT (b) 27 79 (19)<br />
Debt-to-Equity Ratio (c) 2.3:1.00 4.9:1.0 11.7:1.0<br />
Current Ratio (d) 0.1:1.0 0.1:1.00 0.1:1.0<br />
MCC Transport Philippines, Inc.<br />
Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008<br />
Revenues 1050 966 863<br />
EBITDA (a) 126 197 (132)<br />
IBT (b) 137 195 (131)<br />
Debt-to-Equity Ratio (c) 2.20:1.00 6.34:1.00 -6.81:1.00<br />
Current Ratio (d) 1.46:1.00 1.18:1.00 0.87:1.00<br />
a) Earnings before interest, taxes, depreciation and amortization (calculated by adding back<br />
interest expense and amortization and depreciation into income before income tax, excluding<br />
extraordinary gains and losses).<br />
b) Income before income tax<br />
c) Total liabilities / total stockholders’ equity<br />
d) Total current assets / total current liabilities<br />
Quarter Ended March 31, 2011<br />
Consolidated Income Statement<br />
ATS’ first quarter 2011 revenues reached P3.0 billion. Total revenues reflects a 3% decline versus last<br />
year since 2010 still includes the Aboitiz Jebsen Group of Companies, including international ship<br />
chartering , shipmanagement and crewing businesses.<br />
In December 2010, ATS then principal shareholders, Aboitiz Equity Ventures, Inc. (AEV) and Aboitiz and<br />
Company (ACO), sold their combined shareholdings of 93.2% in ATS to Negros Navigation (NENACO)<br />
for a price of P1.8813 per share or a total of P4.3 billion. The sale however excluded the Aboitiz Jebsen<br />
group of companies. The Company sold its 62.5% equity stake in each of Aboitiz Jebsen Bulk<br />
Transport Corporation, Aboitiz Jebsen Manpower Solutions, Inc. and Jebsen Maritime Inc. to AEV for a<br />
total price of P 355.9 million. .It also sold its 50% equity stake in Jebsen Management (BVI) Limited to<br />
AEV for P 44.0 million. Buyers AEV and ACO paid the full price last January 2011.<br />
Local freight business of ATS reflected a 6% increase versus last year as both volumes and freight<br />
rates were higher. Similarly, passage business increased 7%. ATS has all 18 vessels operating during<br />
the quarter. Last year, three of the Company’s large SuperFerry vessels were under maintenance and<br />
drydocking, limiting its operating capacity.<br />
Supply chain business continues to grow with revenues from the sale of goods generated by the<br />
trading business posting a 32% increase due to a rise in number of principals.<br />
19
Vessel fuel costs, the Company’s single largest expense, posted a 21% increase due to higher fuel<br />
prices and volume. ATS has responded by implementing upward rate adjustments to its freight rates.<br />
Another set of adjustments are set to be applied during the second quarter of the year. Terminal<br />
expenses increased because of higher transshipment and outside service expenses. Cost of sales also<br />
increased from higher sale of goods. 2010 overhead and charter hire expenses includes those relating<br />
to the sold international ship charter business.<br />
The rise in expenses coupled by higher finance costs from higher debt contributed to a P228 million<br />
loss.<br />
Earnings per Share<br />
Earnings Per Share is computed by dividing Net Income Attributable to Equity Holders of the Parent<br />
over weighted average number of common shares outstanding for the year. Earnings per share for the<br />
first three months of 2011 stood at (P0.09)/share compared to (P0.06)/share last year.<br />
The figures above are in P’MM except otherwise indicated<br />
Other changes (+/-5% or more) in the financial statement not covered in the above discussion<br />
None.<br />
Balance Sheet<br />
Current assets reached close to P5.0 billion. Receivables of P2.7 billion posted an 8% increase<br />
brought about by higher other trade receivables. Property and equipment reduced by P299 million to<br />
total P5.8 billion largely due to depreciation.<br />
Interest bearing debt rose P1.3 billion to reach P5.3 billion in March 2011. P4.0 billion of short term<br />
debt was refinanced to long term. Accounts payable of P3.4 billion lowered by 22% as last year’s dry<br />
20
docking costs of vessels are being settled. Total equity of P3.7 billion decreased by P248 million or 6%<br />
due to lower retained earnings brought about by losses incurred during the first quarter of 2011.<br />
The figures above are in P’MM except otherwise indicated<br />
Other changes (+/-5% or more) in the financial statement not covered in the above discussion<br />
None.<br />
Cashflow Statement<br />
ATS borrowed funds to pay down its payables. Total capital expenditures of P346 million is much lower<br />
versus P1.3 billion last year as most of the vessels in 2010 were on scheduled drydocking and<br />
maintenance and there were vessel acquisitions last year. Cash and cash equivalents at the end of the<br />
period stood at P863.4 million.<br />
21
Fiscal Year 2010 vs. 2009<br />
Consolidated Income Statement<br />
Aboitiz Transport System (ATSC) Corporation (ATS), for the most part of 2010, operated on limited<br />
capacity as most of its fleet was on scheduled dry-docking and maintenance.<br />
Consolidated revenues increased by P1.1 billion compared to the previous year to reach P11.6 billion.<br />
Revenue from supply chain solutions, specifically trading, contributed to higher revenues overall.<br />
Local freight business also registered an increase of 1%, contributing a total of P5.3 billon in 2010.<br />
The market was being served by chartering freighter vessels in the absence of its own vessels that<br />
were on drydock and maintenance. Freight utilization reached 94% on SuperFerry vessels.<br />
2GO has fully integrated its total supply chain solutions business, the objective of which is to provide a<br />
more seamless solution to clients. Both Zoom in Packages (ZIP) and Reefer Van Specialists (RVSI)<br />
have been merged with ATS. ZIP’s business focus is on full container load (FCL) and loose container<br />
load (LCL) cargo while RVSI focuses on the cold chain business, which involves the transport of frozen<br />
and perishable goods. Merging these companies is seen to result in cost efficiencies and better<br />
synergies and ultimately serving customers better.<br />
Passenger business, inclusive of auxiliary revenues, reduced by P59 million or 3% to register at P2.18<br />
billion revenues from P2.24 billion in 2009. It was able to however, maximize its limited operating<br />
capacity achieving load factors of 79%.<br />
Total cost and expenses reached P12.2 billion, 21% higher than 2009. This is largely brought about by<br />
higher fuel expense as a result of rising average fuel prices. Given the uncertain fuel price behavior,<br />
ATS continues to undertake various initiatives to mitigate its negative impact including the use of less<br />
expensive type of fuel. Terminal expenses increased due higher outside services costs. The<br />
expanding trading business also contributed to higher cost of sales.<br />
ATS registered a P808.7 million Net Loss Attributable to Holders of the Parent. ATS booked a onetime<br />
Impairment loss on ships in operation of P778.8 million. Finance costs of P228.8 million are<br />
substantially higher versus last year from increased interest bearing loans. ATS borrowed funds to<br />
finance the purchase of three roll-on roll-off passenger vessels and two fast crafts. ATS also<br />
benefited from deferred income tax of P472.7 million.<br />
In December 2010, ATS principal shareholders, Aboitiz Equity Ventures, Inc. (AEV) and Aboitiz and<br />
Company (ACO), sold their combined shareholdings of 93.2% in ATS to Negros Navigation (NENACO)<br />
for a price of P1.8813 per share or a total of P4.3 billion. The sale however excluded the Aboitiz Jebsen<br />
group of companies, which includes international freight chartering, ship management and manpower<br />
businesses. The Company sold its 62.5% equity stake in each of Aboitiz Jebsen Bulk Transport<br />
Corporation, Aboitiz Jebsen Manpower Solutions, Inc. and Jebsen Maritime Inc. to AEV for a total price<br />
of P 355.9 million. .It also sold its 50% equity stake in Jebsen Management (BVI) Limited to AEV for P<br />
44.0 million. Buyers AEV and ACO paid the full price last January 2011. ATS recognized a net gain of<br />
P213 million from this sale. During the period, ATS recorded P305.4 million in net income from<br />
discontinued operations generated from the Aboitiz Jebsen group.<br />
Earnings Per Share<br />
Earnings Per Share is computed by dividing Net Income Attributable to Equity Holders of the Parent<br />
over weighted average number of common shares outstanding for the year. Earnings per share for<br />
2010 stood at (P0.33)/share. This is lower versus 2010 because of the net loss generated.<br />
22
The figures above are in P’MM except otherwise indicated<br />
Consolidated Balance Sheet and Cash Flow Statement<br />
As of December 31, 2010, consolidated assets of ATS amounted to P12.4 billion, posting a 17%<br />
increase from December 31, 2009 of P10.6 billion. Property plant & equipment registered a 27%<br />
increase from 4.8 billion to 6.1 billion from the acquisition of three ropax vessels and higher vessel<br />
refurbishments & improvements. Assets of the company were being re-fleeted and modernized to<br />
increase operating efficiencies. Higher deferred income taxes from 256 million to 717 million also<br />
contributed to the increase in overall assets or 181% and higher other non-current assets from 263<br />
million to 390 million or 48%.<br />
Total current assets reflected a 2% decrease from P4.8 billion to P4.7 billion as of December 31, 2010.<br />
The decrease was mainly attributed to lower cash and cash equivalents from 1.1 billion to 764 million.<br />
The P332M decrease was offset by higher freight receivables and non-trade receivables relating to the<br />
sale of the Aboitiz Jebsen group of companies. Receivables from service fees and insurance and other<br />
claims however reflected a decrease as of the period.<br />
Total liabilities amounted to P8.5 billion, a 55% increase from 2009. Total interest bearing loans stood<br />
at P4.1 billion. This is inclusive of the P2 billion five-year corporate fixed rate note facility issued last<br />
May to finance vessel acquisitions and maintenance. Trade and other payables also registered higher<br />
than last year bought about by higher accrued expenses and dividends payable. ATS declared special<br />
cash dividends equivalent to P0.15 per share to all stockholders on record as of December 15, 2010.<br />
The special cash dividend represents the sales proceeds of the Aboitiz Jebsen companies, net of taxes<br />
and other related costs. The dividend payment was made on January 12, 2011.<br />
23
Stockholders’ Equity decreased by 24% to P3.9 billion from P5.2 billion as of December 31, 2009 mainly<br />
due to lower retained earnings brought about by the net loss for the period.<br />
Balance Sheet<br />
24
Cashflow Statement<br />
Total capital expenditures reached P3.4 billion mainly because of vessel acquisitions and dry-docking<br />
of five vessels to ensure their future reliability. These expenditures were financed by long-term debt.<br />
Cash and cash equivalents at the end of the period stood at P764.2 million.<br />
Fiscal Year 2009 versus 2008<br />
Consolidated Income Statement<br />
Aboitiz Transport System (ATS) ended the year 2009 with net income attributable to equity holders of<br />
parent of P546.1 million, a 559% improvement over just P82.8 million in 2008.<br />
Consolidated revenues increase P237 million, largely from the sale of goods and service fees.<br />
In September 2009, ATS lost a ship and the Maritime Industry Authority thereafter temporarily<br />
suspended the remainder of its fleet. This greatly affected freight and passenger business. All<br />
vessels ultimately passed the Maritime Industry Authority’s audit and inspection and were cleared for<br />
sailing shortly after the suspension. All ATS vessels, their cargo and passengers are fully insured to<br />
the extent mandated by law. Devastating typhoons, affecting overall operations although ATS<br />
responded with speed and resources, also plagued the last quarter of 2009.<br />
Local freight business contributed P5.2 billon in 2009, an 8% or P148 million decrease from the same<br />
period in 2008. Passenger business, inclusive of auxiliary revenues, reduced by P343 million or 13% to<br />
register at P2.2 billion revenues from P2.6 billion in 2008.<br />
On the other hand, ATS’ overall value added business, inclusive of supply chain, jumped P709 million to<br />
reach P2.5 billion in 2009. ATS continues to build on this business with bright industry prospects.<br />
Fuel costs and charter hire costs dropped in 2009 leading to a P353 million decline in operating<br />
expenses and 48% improvement in earnings before interest, taxes, depreciation and amortization<br />
(EBITDA) to register at P1.4 billion in 2009.<br />
Earnings Per Share<br />
Earnings Per Share is computed by dividing Net Income Attributable to Equity Holders of the Parent<br />
over weighted average number of common shares outstanding for the year. Earnings per share for<br />
2009 stood at P0.22/share. This is higher versus 2008 because of higher net income.<br />
Consolidated Balance Sheet and Cash Flow Statement<br />
On April 30, 2009, the principal stockholders of ATS namely, Aboitiz Equity Ventures and Aboitiz and<br />
Company, received a firm and final advice from KGLI-NM Holdings, Inc., that the proposed acquisition<br />
of ATS shares will no longer proceed based on the terms agreed upon in the Memorandum of<br />
Agreement signed on September 23, 2008. ATS and Negros Navigation however, agreed to continue to<br />
explore service and process improvements for better margins and cost benefits to both companies.<br />
As of December 31, 2009, consolidated assets of ATS amounted to P10.6 billion, posting a 13%<br />
increase from December 31, 2008 of P9.4 billion.<br />
Total current assets reflected a 15% increase from P4.2 billion to P4.8 billion as of December 31, 2009.<br />
The increase was mainly attributed to higher Non-trade receivables by P266.6 million directly related<br />
to the SuperFerry 9 incident and higher Inventories such as materials, parts and supplies by P164.8<br />
million.<br />
25
ATS’ net Property and Equipment increased by P580.3 million. Assets of the company were being<br />
refleeted and modernized to increase operating efficiencies. Slowly, ATS is increasing its capacities<br />
after it sold vessels in the past to capitalize on high market rates. In 2009, internally generated funds<br />
were used to purchase two freighters, two fast crafts, and one roro-passenger vessel at very<br />
competitive rates. In addition to asset purchases, funds were also use for the regular maintenance of<br />
its assets, including drydocking and vessel improvements.<br />
Total liabilities amounted to P5.5 billion, a 13% increase from 2008. Total interest bearing debt was up<br />
by P100.1 million from P1.3 billion in 2008. ATS continued to be committed in gearing towards a more<br />
solid financial position and delivering positive cash flows.<br />
Trade and other payables showed a P177.5 million or 5% addition from 2008 mainly from the increase<br />
in trade payables.<br />
Stockholders’ Equity likewise increased by 12% to P5.2 billion from P4.6 billion as of December 31,<br />
2008 due to higher net income of December 31, 2009.<br />
Cash generated from operations amounted to P1.1 billion. Total capital expenditures for the period<br />
stood at P1.9 billion. Cash and cash equivalents at the end of the year was at P1.1 billion.<br />
Material Changes (+/-5% or more) in the financial statement<br />
Income Statement<br />
• 2% higher total revenues due to:<br />
o 20% increase in service fees from higher warehousing revenue.<br />
o 49% increase in sale of goods due to full year operation of Scanasia Overseas, Inc.,<br />
(Scanasia) a supply chain company acquired by Aboitiz One, Inc. in June 2008.<br />
• 2% lower costs and expenses as a result of:<br />
o 6% lower operating expense primarily due to 34% lower fuel price, 19% lower food and<br />
subsistence, 41% lower sales concessions and 32 percent lower commissions.<br />
o 27% lower terminal costs due to lower transshipment fees.<br />
Balance Sheet<br />
• 13% higher total assets due to:<br />
o 18% higher net receivable primarily due to increase in non-trade receivables.<br />
o 52% increase of inventories because of higher merchandise inventory and higher<br />
materials, parts and supplies of spare parts.<br />
o 11% higher prepaid expenses<br />
o 328% higher investment in associates from MCCP’s improved results of operations and<br />
additional investment with Kerry-Aboitiz Logistics Inc. (KALI), the joint venture with Kerry<br />
Logistics Network of Hong Kong or KLN.<br />
o 14% higher property and equipment from additional vessels purchased.<br />
• 68% higher loans payable from additional bank borrowings<br />
• 12% higher stockholders’ equity from higher retained earnings<br />
Fiscal Year 2008 versus 2007<br />
Consolidated Income Statement<br />
ATS ended the year 2008 with consolidated revenues of P12.9 billion, a 16% increase versus P11.1<br />
billion in 2007.<br />
Freight business contributed P7.6 billion in revenues in 2008, a 9% or P616.1 million increase from<br />
P7.0 billion in 2007. The Company’s freight rates per twenty-equivalent unit (TEU) rose 16% as freight<br />
capacity is being filled up with its own supply chain and value added business. ATS has been reducing<br />
its reliance on spot and market cargo which is more price driven. In 2008, capacity remained at the<br />
same level as last year with close to 250,000 TEUs, at 88% utilization rate.<br />
26
Passage business reduced by P41.1 million to register at P2.99 billion revenues (inclusive of auxiliary<br />
income) from P3.03 billion in 2007. The average rate per passenger had gone down by 5% as it<br />
continued to offer year-round promotional rates to drive up demand and face stiff competition from<br />
the airlines. Similar to the freight business, ropax passage capacity remained at the same level as the<br />
previous year with over 3.3 million passengers but with a much higher utilization rate at 70%, the<br />
highest attained in 4 years.<br />
For the year 2008, much of the Company’s efforts were geared towards developing its value-added<br />
business where it believes much of its future will lie. Aboitiz One Distribution, Inc.’s new warehouse<br />
with 22,000 pallet positions located in Taguig City has been operational since the beginning of 2009. In<br />
addition, Aboitiz One, Inc. purchased in June of 2008, Scanasia, a company engaged in the business of<br />
sales, marketing, warehousing and transportation of temperature-controlled and ambient food<br />
products to its customers in the Philippines. These resulted in a 28% increase in service fees to P1.01<br />
billion and 418% increase in sale of goods to P1.2 billion in 2008.<br />
Total costs and expenses jumped 14% with fuel, its single biggest expense, being the highest<br />
contributor to the rise in costs. Average fuel price for the year jumped 43% from the previous year.<br />
ATS directed its efforts in minimizing the impact of rising fuel costs by using less expensive type of<br />
fuel, lowering volume consumption and increasing freight rates. Cost of sales directly related to the<br />
supply chain business also registered an increase with the acquisition of Scanasia.<br />
ATS’ other income totaling P190.4 million is much lower than last year’s of P842.8 million. In 2007,<br />
ATS reflected a P748.9 million gain on disposal of property and equipment generated mainly from the<br />
sale of three vessels.<br />
Despite the rising costs, earnings before interest, taxes, depreciation and amortization (EBITDA)<br />
increased to 4% or P36 million versus December 31, 2007.<br />
ATS registered P99.4 million in net income from continuing operations. ATS ended the year with net<br />
income attributable to equity holders of parent of P82.8 million. This is lower compared to P420.0<br />
million in 2007 since ATS registered after tax gain on disposal of three vessels of P405.0 million.<br />
Earnings Per Share<br />
Earnings per share for 2008 stood at P0.03/share. This is lower versus 2007 because of lower net<br />
income.<br />
Consolidated Balance Sheet and Cash Flow<br />
Consolidated assets as of December 31, 2008, amounted to P9.4 billion. Its receivables of P2.0 billion<br />
increased by 6% as a result of higher trade receivables by P113.6 million from last year. Property and<br />
equipment is maintained at P4.2 billion. During the period in review, Goodwill of P256.5 million was<br />
reflected in the books from the purchase of SOI.<br />
Total liabilities reached P4.8 billion, 17% higher compared to 2007. The increase was a result of<br />
higher Interest bearing debt amounted to P1.3 billion in 2008 versus P570.2 million in 2007. The funds<br />
were utilized for the expansion of its supply-chain business, the purchase of a vessel under its Cebu<br />
Ferries brand and fuel-efficient fast craft vessels under its SuperCat brand.<br />
Stockholders’ Equity stood at P4.6 billion, a slight 2% increase over the previous year.<br />
Cash generated from operations amounted to P1.1 billion. Total capital expenditures for the period<br />
stood at P1.1 billion. The bulk of the capital expenditures were accounted for by the purchase of a<br />
vessel under its Cebu Ferries brand and fuel-efficient fast craft vessels under its SuperCat brand.<br />
Cash and cash equivalents at the end of the year was at P1.1 billion.<br />
27
Material changes (+/- 5% or more) in the financial statements<br />
Income Statement<br />
• 9% increase in freight revenues is largely due to higher average freight rates and increased<br />
revenues from its subsidiary companies Zoom in Packages and Aboitiz One, Inc.<br />
• 4% decrease in passage revenues is due to lower volume and average passenger rates<br />
• 418% higher revenues from sale of goods generated by its value added businesses, Scanasia, a<br />
company purchased by Aboitiz One, Inc. in June 2008 and Aboitiz One Distribution, Inc.<br />
• 28% higher service fees revenues from logistics, warehousing and sales merchandise.<br />
• 37% increase in other revenues is due to overall higher passage auxiliary revenues.<br />
• 25% increase in total revenues largely from the increase in freight revenues.<br />
• 8% increase in operating expenses primarily due to 28% rise in fuel costs<br />
• 20% increase in terminal expenses largely due to the 125% increase in transportation and<br />
delivery costs which comprises the bulk of the company’s terminal expenses.<br />
• 414% increase in cost of sales because of Scanasia, a company acquired in June 2008.<br />
• 88% reduction on gain on disposal of property and equipment primarily because of the sale of<br />
three vessels in 2007.<br />
• 18% lower net finance costs due to lower interest bearing debt for the year.<br />
• 141% lower net foreign exchange gain is due to the weakening of the peso against the dollar<br />
throughout the year.<br />
• 1963% higher equity in net losses of associates is due to the Company’s share in MCC<br />
Philippines’ net loss.<br />
• 42% higher other income is largely attributable to management fee income rendered to third<br />
party entities.<br />
• 74% lower income tax principally because of lower taxable income.<br />
• 80% lower net income attributable to equity holders of parent largely because of vessel sales in<br />
2007.<br />
Balance Sheet<br />
• 6% higher net receivables due to higher trade receivables<br />
• 39% higher inventories because of higher materials, parts and supplies and higher fuel<br />
inventory.<br />
• 220% increase in loans payable mainly to finance the expansion of its supply-chain business<br />
• 5% higher accounts payable and other current liabilities largely due to higher trade payables<br />
All of these material changes were explained in detail in the management’s discussion and<br />
analysis of financial condition and results of operations stated above.<br />
Other Information<br />
Other material events and uncertainties known to management that would address the past and would<br />
have an impact on ATS’ future operations are discussed below.<br />
i. Total fuel/lubes expense is a major component of ATS’ total cost and expenses. Fuel<br />
prices continue to rise amidst turmoil in the Middle East and Africa. Fuel oil MTD May<br />
2011 is US$105/barrel. ATS is constantly looking for ways to reduce fuel consumption to<br />
lessen the impact of the increasing fuel prices on the bottom line.<br />
ii.<br />
Except as disclosed in the management discussion and notes to the financial statements,<br />
there are no other known events that will trigger direct or contingent financial obligation<br />
that is material to ATS, including any default or acceleration of an obligation. There are<br />
also no other known trends, events or uncertainties that have had or that are reasonably<br />
expected to have a material favorable or unfavorable impact on revenues or income from<br />
operations.<br />
28
iii.<br />
iv.<br />
All significant elements of income or loss from continuing operations are already<br />
discussed in the management discussion and notes to financial statements. Likewise any<br />
significant elements of income or loss that did not arise from ATS’ continuing operations<br />
are disclosed either in the management discussion or notes to financial statements.<br />
There is no material off-balance sheet transaction, arrangement, obligation, and other<br />
relationships of ATS with unconsolidated entities or other persons created during the<br />
reporting period.<br />
v. Seasonal aspects of the business are considered in ATS’ financial forecast.<br />
vi.<br />
ATS does not expect any liquidity or cash problem within the next twelve months. Capital<br />
expenditures are funded through cash generated from operations and additional<br />
borrowings.<br />
Outlook<br />
With its full fleet now in operation, focus will be on maximizing earnings. We aim to continue providing<br />
value added services at the lowest cost. Super Ferry vessels, with lower cost per slot can command<br />
higher service margins from its frequency, speed, reliability and overall better service. The<br />
strengthening of the Peso will help keep the company competitive. We are experiencing a thriving<br />
economy, with freight and passenger market growing at 9% and 14% respectively during the period in<br />
review. With no scheduled dry-docking in 2011, ATS is poised and ready to capitalize on the growth.<br />
Furthermore, ATS, jointly with NENACO, is expected to be a better and stronger company, creating<br />
greater value to shareholders.<br />
IV.<br />
BRIEF DESCRIPTION OF THE GENERAL NATURE AND SCOPE OF THE BUSINESS OF THE<br />
REGISTRANT AND ITS SUBSIDIARIES<br />
ATS is the only integrated transport solutions provider in the country. Its principal business units are<br />
engaged in the movement of people operating under brand names ‘SuperFerry’, ‘SuperCat’, and ‘Cebu<br />
Ferries’ and the movement of cargos operating under the brand name ‘2GO’. ATS’ array of services<br />
geared towards cargo movements includes containerization, RoRo services, logistics and supply chain<br />
solutions. As of December 31, 2010, ATS has a total fleet of 23 operating vessels, of which 19 are<br />
company-owned ships.<br />
ATS’ was formed and organized in May 26, 1949 under the corporate name William Lines, Inc. It is<br />
majority owned by NENACO, one of the oldest domestic shipping companies in the Philippines.<br />
Many companies work together to bring the brands of ATS to life. They enable us to deliver on our<br />
brand promises. There are instances when two or more companies work together to provide the<br />
products and service offered by a single brand, such as the case of 2GO, which has evolved into a total<br />
supply chain solutions provider.<br />
In 2010, ATS has 9 operating subsidiaries and affiliates, Aboitiz One, Inc. (AONE), Supercat Fast Ferry<br />
Corp. (SFFC), Zoom in Packages, Inc. (ZIP), Reefer Van Specialists, Inc., Aboitiz Jebsen Bulk Transport<br />
Corporation (ABOJEB), Aboitiz Jebsen Manpower Solutions, Inc. (AJMSI), Jebsen Maritime Inc. (JMI),<br />
Jebsen Management (BVI) Limited and MCC Transport Philippines, Inc (MCCP).<br />
However, ZIP and RVSI were merged into ATS by way of a statutory merger in July and September<br />
2010, respectively.<br />
Further, in December of the same period, the Board of ATS approved to sell its 62.5% equity stake in<br />
ABOJEB, AJMSI and JMI to AEV. The Board also approved the sale 50% ownership in JMBVI to ACO.<br />
Both sales were a result of the implementation of the terms and conditions for the acquisition by<br />
NENACO of AEV’s and ACO’s shares in ATS.<br />
29
Significant Operating Subsidiaries of ATS<br />
Aboitiz One , Inc.<br />
Business Development<br />
AONE was incorporated on July 20, 1978. It is 100% owned by ATS. It is in the business of offering<br />
supply chain solutions in accordance with customers’ needs. A-One’s operation is supported by a<br />
logistical backbone which comprises delivery vans, motorcycles, trucks and vans, refrigerated trucks<br />
and vans, prime movers and trailers. The company has more than 237 retail outlets and agents at<br />
various strategic locations nationwide, providing customers easy access and convenience.<br />
Through AONE’s subsidiaries, it offers a whole range of 2GO supply chain solutions. Supply chain<br />
solutions include warehousing services, transport and logistics, sales and merchandising and trade<br />
marketing.<br />
AONE Subsidiaries<br />
Hapag-Lloyd Philippines, Inc. (HLP)<br />
HLP was incorporated on April 23, 1992. It is 85% owned by AONE.<br />
It is in the business of acting as an agent of Hapag-Lloyd AG, a global shipping container line<br />
engaged in global door-to-door container transport. Hapag-Lloyd AG provides global shipping<br />
services to major trade lanes such as Europe, Asia, North America, Canada, the Middle East<br />
and the South American East Coast.<br />
Aboitiz Projects T.S. Corporation (APTSC)<br />
APTSC was incorporated on August 5, 1996. It is 50% owned by AONE.<br />
It is in the business of project cargo transportation and management, which involves the<br />
haulage and transportation of heavy and bulk-sized equipment such as those used in mining,<br />
power plants and telecommunication infrastructure.<br />
It is a joint venture between AONE and Hansameyer Global Transport Pte. Ltd., a<br />
transportation company headquartered in Germany specializing in project transport logistics<br />
and engineering project management consultancy.<br />
Aboitiz One Distribution Inc. (AODI)<br />
AODI was incorporated last January 15, 2007. It is 100% owned by AONE.<br />
It is in business of providing complete supply chain management.<br />
Scanasia Overseas Inc. (Scanasia)<br />
The 100%-purchase of Scanasia in June 2008 completes AONE’s portfolio for a full supply<br />
chain solutions provider.<br />
Scanasia was incorporated on September 13, 1985. It is in the business of sales, marketing,<br />
warehousing and transportation of temperature-controlled and ambient food products to its<br />
customers in the Philippines. It is the Philippines’ premier chilled distributor carrying<br />
approximately 80% of the products in the chiller section in any supermarket today. It currently<br />
represents 19 international principals carrying 46 brands and 4 domestic/local principals<br />
carrying 39 brands. Scanasia has nationwide coverage for both retail and foodservice<br />
segments. Scanasia is considered as brand builders versus regular trading companies.<br />
30
Kerry – Aboitiz Logistics Inc. (KALI)<br />
KALI was incorporated in March 30, 2009. It is effectively 51% owned by AONE.<br />
It is engaged in the business that aims to offer innovative, cost effective and reliable services<br />
on international air and sea freight and cargo forwarding, cargo consolidation, as a project<br />
cargo and break bulk agent, warehousing and distribution, trucking and door-to-door delivery.<br />
With the global clout of Kerry Logistics and the domestic dominance of ATS, KALI is poised to<br />
provide better service to its clients<br />
Supercat Fast Ferry Corporation<br />
SFFC was incorporated on June 20, 2001. It is 100% owned by ATS.<br />
It is in the business of providing fast craft passenger services under the SuperCat brand name. At<br />
present, SFFC operates six fast craft vessels with a total gross weight of 1,355 tons and a total<br />
passage capacity of 1,484 passengers. Its vessels service the ports of Cebu, Ormoc, Tagbilaran,<br />
Batangas and Calapan.<br />
MCC Transport Philippines, Inc.<br />
MCCP was incorporated on May 11, 2007. It is 33% owned by ATS.<br />
It is in the business of providing containerized services in the Philippines.<br />
Vessel Fleet<br />
As of December 31, 2010, ATS has a total fleet of 19 company-owned operating vessels. The fleet<br />
consists of 7 fast crafts under the brand name ‘SuperCat’, 10 RoRo/Pax vessels including 6 under the<br />
‘SuperFerry’ brand, 4 vessels under ‘Cebu Ferries’ brand, and 2 freighters under the ‘2GO’ brand. ATS<br />
vessel fleet has a combined Gross Registered Tonnage of approximately 98,849 metric tons, total<br />
passenger capacity of approximately 14,164 passengers and aggregate cargo capacity (including those<br />
under MCCP, a joint venture of the registrant) of approximately 4,168 twenty-foot equivalent units<br />
(TEUs).<br />
Land, Buildings and Warehouses<br />
The Company owns several pieces of land and a number of buildings and warehouses. These are used<br />
in the normal course of business. Details of said properties are attached to the Company’s SEC Form<br />
17-A under Schedules E.1 and E.2.<br />
Ports of call<br />
ATS’ extensive presence throughout the country is carried out through its branch operations and<br />
agency networks. These are located primarily in Bacolod, Batangas, Butuan, Cagayan de Oro,<br />
Calapan, Cebu, Cotabato, Davao, Dumaguete, General Santos, Iligan, Iloilo, Manila, Nasipit, Ormoc,<br />
Ozamis, Surigao, and Zamboanga.<br />
Market Share<br />
As of December 31, 2010, ATS continues to dominate the Philippine Sea Travel with 63% market share<br />
in the passage service specifically in ports that they serve. Freight market share is estimated at 44%.<br />
Legal Proceedings<br />
There are certain legal cases filed against ATS and its subsidiaries in the normal course of business.<br />
Management and its legal counsel believe that they have substantial legal and factual bases for their<br />
position and are of the opinion that losses arising from these cases, if any, will not have material<br />
adverse impact on the consolidated financial statements.<br />
31
V. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT<br />
The Names and Business Background of the registrant’s directors and executive officers are<br />
discussed in the information statement on page nos. 5-8.<br />
VI.<br />
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND RELATED<br />
STOCKHOLDER MATTERS<br />
A. Market Information<br />
The Common Stock of the Corporation is listed at the Philippine Stock Exchange. As of latest market<br />
date, April 30, 2011, the market price of the Company’s common stock is P1.92 per share.<br />
Below is the range of high and low bid information for the Company’s common equity for each quarter<br />
within the last two fiscal years and any subsequent interim period:<br />
2011<br />
First Quarter<br />
2010<br />
First Quarter<br />
Second Quarter<br />
Third Quarter<br />
Fourth Quarter<br />
2009<br />
First Quarter<br />
Second Quarter<br />
Third Quarter<br />
Fourth Quarter<br />
High<br />
P= 1.95<br />
P= 1.20<br />
1.18<br />
1.24<br />
2.14<br />
P= 1.62<br />
1.66<br />
1.34<br />
1.22<br />
Low<br />
P= 1.77<br />
P= 1.02<br />
1.02<br />
1.09<br />
1.09<br />
P= 1.42<br />
1.20<br />
1.16<br />
1.12<br />
B. Stockholders<br />
The number of common shareholders of record as of April 30, 2011 was 1,994.<br />
stockholders as of April 30, 2011 are as follows:<br />
The top 20 common<br />
Name<br />
No. of Shares Held<br />
% to total<br />
1. Negros Navigation Co., Inc. 2,400,141,995 98.12<br />
2. PCD Nominee Corporation (Filipino) 10,285,114 0.42<br />
3. Francis C. Zosa, Jr. 7,200,000 0.29<br />
4. Union Properties, Inc. 1,578,125 0.06<br />
5. Abacus Securities Corporation 1,530,000 0.06<br />
6. Santiago Tanchan III 1,262,500 0.05<br />
7. Constantine Tanchan 1,262,500 0.05<br />
8. PCD Nominee Corporation (Foreign)<br />
9. Harrison Abella Ong<br />
1,199,243<br />
890,062<br />
0.05<br />
0.04<br />
10. Ramon Rivero<br />
11. Fast Cargo Transport Corp.<br />
757,500<br />
744,875<br />
0.03<br />
0.03<br />
12. Union Bank of the Philippines 744,875 0.03<br />
13. Philips Multiemployer Retirement Plan 631,250 0.03<br />
14. Prudential Guarantee & Ass Inc. 458,287 0.02<br />
15. AMA Rural Bank of Mandaluyong, Inc. 441,875 0.02<br />
16. Alexander J. Tanchan<br />
17. Ramon R. Rivero<br />
18. Elizabeth Chiu<br />
430,260<br />
404,000<br />
378,750<br />
0.02<br />
0.02<br />
0.02<br />
32
19. Iker Aboitiz<br />
20. Francisco Benedicto<br />
C. Dividends Declaration<br />
372,389<br />
349,125<br />
0.02<br />
0.01<br />
In December 01, 2010, the Board approved the declaration of a special cash dividend equivalent to<br />
P0.15 per share to all ATS stockholders of record as of December 15, 2010. The special cash dividend<br />
represents the sales proceeds of the Aboitiz Jebsen companies net of taxes and other related costs.<br />
Dividends were paid last January 12, 2011.<br />
Further, there were no dividends declared during the period 2008, 2009 and the 1 st quarter of 2011.<br />
VII.<br />
CORPORATE GOVERNANCE<br />
There have been studies relating managerial behaviour and organizational performance to good<br />
corporate governance. While academic research and institutional studies have very limited<br />
explanatory power to draw substantive conclusions about the impact of corporate governance on<br />
corporate performance, there is plenty of hard evidence to show that investors pay more for wellgoverned<br />
companies. There is also widespread recognition on the importance of transparency and<br />
accountability both in government and in the business community.<br />
As businesses continue to open up to the global market and liberalization happens, the decisionmaking<br />
process becomes more diffused. This brings up the level of accountability of corporate leaders<br />
to all their stakeholders, including employees, customers and in particular, their shareholders.<br />
In ATS, no less than the Board of Directors, at the top of the company’s corporate governance<br />
structure, who takes the lead. It is the Board who is tasked to strike a balance between conformance<br />
and performance; long-term strategy and day-to-day operations; form and substance.<br />
The Board is the key to the success of any corporate governance directive.<br />
BOARD STRUCTURE<br />
They say that the Board is only as good as the people who form it. Up until the ATS buyout in December<br />
28, 2010, the ATS Board was composed of nine (9) members, two (2) of which are independent<br />
directors highly respected in the industry.<br />
Jon Ramon M. Aboitiz, Chairman<br />
Bob D. Gothong<br />
Enrique M. Aboitiz, Jr.<br />
Erramon I. Abotiz<br />
Roberto E. Aboitiz / Mikel A. Aboitiz<br />
Justo A. Ortiz<br />
Sabin M. Aboitiz<br />
Washington Z. Sycip, Independent Director<br />
Emily A. Abrera, Independent Director<br />
Roberto E. Aboitiz was officially replaced by Mikel A. Aboitiz as Director during the Board meeting held<br />
May 27, 2010.<br />
A new board was formed upon the completion of the ATS sale to NENACO.<br />
Jon Ramon M. Aboitiz, Chairman<br />
Sulficio O. Tagud, Jr.<br />
Jeremias E. Cruzabra<br />
Mark E. Williams<br />
Michelle Lu<br />
33
Enrique M. Aboitiz, Jr.<br />
Bob D. Gothong<br />
Francis Chua, Independent Director<br />
Amb. Raul C. Rabe, Independent Director<br />
BOARD MEETINGS<br />
In the January 27, 2011 report to the SEC, the ATS Corporate Secretary’s Certification on Directors’<br />
Attendance in Board Meetings summarized the attendance record of the members of the Board of<br />
Directors of the corporation for the period January 1, 2010 to December 28, 2010.<br />
Meetings Held in 2010<br />
Director<br />
Jan Feb Feb Mar May Jul Sep Nov Dec Dec<br />
21 10 26 25 27 29 14 11 01 28<br />
P/M<br />
Jon Ramon M. Aboitiz P X P P P P P P X P 8/10<br />
Bob D. Gothong P P X P P P X P P P 8/10<br />
Enrique M. Aboitiz, Jr, P P P P P P P P X P 9/10<br />
Erramon I. Aboitiz P P P P X P X P X P 7/10<br />
Roberto E. Aboitiz P X P P NA NA NA NA NA NA 3/4<br />
Justo A. Ortiz P X P P P P P P P X 8/10<br />
Sabin M. Aboitiz P P P P P P P P P P 10/10<br />
Washington Z. Sycip P X P X X P P P P X 6/10<br />
Emily A. Abrera P P P P P P P P P X 9/10<br />
Mikel A. Aboitiz NA NA NA NA NA P X P X P 3/5<br />
Sulficio O. Tagud, Jr NA NA NA NA NA NA NA NA NA P 1/1<br />
Jeremias E. Cruzabra NA NA NA NA NA NA NA NA NA P 1/1<br />
Raul C. Rabe NA NA NA NA NA NA NA NA NA P 1/1<br />
Michelle Lu NA NA NA NA NA NA NA NA NA P 1/1<br />
Mark E. Williams NA NA NA NA NA NA NA NA NA P 1/1<br />
William Moses NA NA NA NA NA NA NA NA NA X 0/1<br />
P = Present<br />
X = Absent<br />
M = Maximum Number of Meetings that the relevant Board Member could have attended during the<br />
period January 1 to December 28, 2010<br />
NA = “Not Applicable” because the Board Member was not a member of the Board during the relevant<br />
meeting date.<br />
BOARD COMMITTEES<br />
The Board has three (3) committees—the Nomination and Compensation Committee, the Audit and<br />
Corporate Governance Committee, and the Risk Management Committee. The Board and its<br />
committees oversee and advise management in developing the company’s financial and business<br />
goals, oversee its public disclosures and the processes behind them, and evaluate management's<br />
performance in pursuing and achieving those goals.<br />
NOMINATION AND COMPENSATION COMMITTEE<br />
The Nomination and Compensation Committee is mainly responsible for<br />
• Establishing the criteria for the selection of directors and senior management and<br />
recommend Board nominees and committee membership.<br />
• Establishing the overall compensation philosophy of the company including directors and<br />
employee compensation, benefits and incentive plans.<br />
34
This committee is likewise is responsible in reviewing the management development and succession<br />
policies.<br />
In 2010, the committee membership was as follows:<br />
Chairman<br />
Members<br />
: Jon Ramon M. Aboitiz<br />
: Enrique M. Aboitiz, Jr.<br />
Emily. A. Abrera, Independent Director<br />
Xavier Jose Aboitiz, Ex-Officio member<br />
Lilian P. Cariaso, Ex-Officio member<br />
Mr. Xavier Jose Aboitiz is the Senior Vice President for Human Resources of Aboitiz Equity Ventures,<br />
Inc. (AEV). Ms. Lilian P. Cariaso is the Executive Vice President, Chief Financial Officer and Chief<br />
Resource Officer of ATS.<br />
Starting January 2011, the appointed members of the committee are as follows:<br />
Chairman<br />
Members<br />
: Sulficio O. Tagud, Jr.<br />
: Michelle Lu<br />
Mark E. Williams<br />
AUDIT AND CORPORATE GOVERNANCE COMMITTEE<br />
The Board Audit and Corporate Governance Committee has oversight function over the audit activities<br />
performed by the company’s internal auditors and the nominated external auditor for the year. The<br />
committee oversees internal and disclosure controls and procedures.<br />
The committee also takes the lead in promulgating and overseeing the principles of corporate<br />
governance by reviewing committee charters, directors’ independence as well as code of ethics for<br />
executives, employees and directors.<br />
Composition<br />
The Board Audit and Corporate Governance Committee is composed of three (3) board members, one<br />
(1) of which is an independent director and two (2) ex-officio members.<br />
Chairman<br />
Members<br />
: Washington Z. Sycip, Independent Director<br />
: Justo A. Ortiz<br />
Sabin M. Aboitiz<br />
Stephen G. Paradies, Ex-Officio member<br />
Lilian P. Cariaso, Ex-Officio member<br />
Stephen G. Paradies is Senior Vice President and Chief Finance Officer of AEV.<br />
For 2011, the new Board Audit and Corporate Governance Committee is as follows:<br />
Chairman<br />
Members<br />
: Francis C. Chua, Independent Director<br />
: Michelle Lu<br />
Mark E. Williams<br />
Geoffrey Seeto, Ex-Officio member<br />
Evan C. McBride, Ex-Officio member<br />
Committee Meetings<br />
The Audit and Corporate Governance Committee met three (3) times in 2010. All three meetings were<br />
duly attended by the committee members.<br />
35
In its meetings, the committee tables for discussion the audit master plan for the year; the highlights<br />
of internal audit results and the corresponding action plans; the performance of the internal audit<br />
team; the selection and approval of the external auditor for the year and their audit timetable; and the<br />
presentation and endorsement for Board approval of the prior year’s audited financial statements.<br />
In the presentation of the audit master plan for the year, the committee reviews and assesses the<br />
robustness of the audit risk assessment methodology used by internal audit as this becomes the basis<br />
in allocating its limited manpower resources to auditable units that are rated to be comparatively<br />
riskier than others.<br />
A detailed Audit Committee Report for 2010 is presented in a subsequent section.<br />
RISK MANAGEMENT COMMITTEE<br />
The ultimate accountability over risk oversight and risk management in the organization rests with the<br />
Board. However, the Risk Management Committee, as a Board subcommittee, is responsible in<br />
leading the organization’s strategic direction in the management of material business risks such that<br />
leaders are able to make informed decisions. The committee also provides oversight for the<br />
establishment, implementation, and effectiveness review and assessment of the company’s risk<br />
management framework.<br />
The ATS Risk Management Committee in 2010 was composed of the following:<br />
Chairman<br />
Members<br />
: Bob D. Gothong<br />
: Enrique M. Aboitiz, Jr.<br />
Mikel A. Aboitiz<br />
Washington Z. Sycip, Independent Director<br />
Rolando C. Cabrera, Ex-Officio member<br />
Lilian P. Cariaso, Ex-Officio member<br />
Annacel A. Natividad, Ex-Officio member<br />
For 2011, the composition of the Risk Management Committee has been nominated as follows:<br />
Chairman<br />
Members<br />
: Amb. Raul C. Rabe, Independent Director<br />
: Enrique M. Aboitiz, Jr.<br />
Michelle Lu<br />
Geoffrey Seeto, Ex-Officio member<br />
Evan C. McBride, Ex-Officio member<br />
EXECUTIVE COMPENSATION POLICY<br />
Meritocracy based. This is the corporate compensation philosophy for executive remuneration in ATS.<br />
Commensurate compensation is given based on the annual performance evaluation of its executives.<br />
Any change in compensation is subject to full discussion and concurrence by the Board upon the<br />
review and recommendation of its Board Nomination and Compensation Committee.<br />
COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT<br />
The table of the monthly fixed allowance and per diem per meeting attendance of the ATS Board of<br />
Directors in 2010 is shown below.<br />
Compensation Director Chairman of the<br />
Board<br />
Monthly Fixed Allowance P80,000 P120,000<br />
Board Meeting Per Diem P30,000 P45,000<br />
Committee Meeting Per Diem P30,000<br />
36
Total compensation paid/accrued for services in all capacities provided by the Directors and ATS<br />
Senior Management during the year ended December 31, 2010 amounted to P65.3 million. This covers<br />
basic salary, the statutory 13th month pay and the performance bonus.<br />
BOARD SELF-ASSESSMENT<br />
In 2009, ATS adopted another corporate governance measure—the Board Self-Assessment Survey.<br />
The goal of the self-assessment survey is to further enhance board performance and thereby<br />
strengthen corporate management. The survey allows the Board and its committees to assess their<br />
effectiveness in governance both as individuals and as a group. The self-assessment also helps the<br />
Board to meet standards and expectations imposed on them by the people they are supposed to<br />
serve—investors, shareholders—as well as regulatory bodies.<br />
In 2010, the same survey was conducted. The results are as follows.<br />
Individual<br />
Assessment<br />
Group<br />
Assessment<br />
Directors who Participated in the Survey (9 of 9) 9 9<br />
% Participation 100% 100%<br />
The results of the Individual Assessment survey revealed, among others, that all board members have<br />
formally attended the corporate governance seminar and each ensure that principles of good<br />
corporate governance are complied at all times. The board members act in the best interest of the<br />
company and its stakeholders in a manner characterized by transparency, accountability and fairness.<br />
They also keep themselves informed of industry developments and business trends. Each member<br />
thinks they have contributed in formulating the overall strategic direction of the company but believes<br />
it can be further improved.<br />
The results of the Board Performance Assessment survey showed overall satisfaction in board<br />
performance. The board has been described to have an open atmosphere, with members always<br />
willing to discuss any issue that comes up. Within its satisfaction are frequency of board meetings,<br />
relevancy of the agenda and discussion points and the well-prepared, clear, concise and accurate<br />
materials that members receive five days before the scheduled meeting.<br />
Most members of the board have shown preference in a yearly evaluation of the Board, CEO and<br />
officers. They also wish to visit company facilities and encourage managers and line leaders (vs<br />
management executives) to present to the Board for additional insight.<br />
Moving forward, the Board's time and attention should be more focused on the sustainability of each<br />
subsidiary and the Group. This includes cost effectiveness and future profitability, strengthening of<br />
balance sheet and lowering debt as well as the competitive advantages of both the company and the<br />
various industry segments it operates. Discussion should also be centered on risk management,<br />
overall strategic direction and corporate social responsibility.<br />
PRESENTATION OF RESULTS AND ANALYSTS MEETING<br />
The Company’s financial results are presented to its investors and other interested parties during the<br />
Annual General Stockholders Meeting, the last of which was held at the Mandarin Oriental Hotel in<br />
Makati City on May 27, 2010.<br />
Also, the ATS Investor Relations Office together with selected finance leaders hold Quarterly Briefings<br />
with analysts from various financial institutions to keep them abreast on the performance of the<br />
company.<br />
Advance announcements for both these meetings are done through a regulatory release as well as<br />
through the web.<br />
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The ATS website www.atsc.com.ph serves as the venue to release the results of business operations<br />
that include the Annual Financial Report, Quarterly Analysts Briefing, SEC filings and PSE disclosures.<br />
Information in the web provides equal access opportunity to all ATS stakeholders and the general<br />
public.<br />
SOCIAL RESPONSIBILITY<br />
In the pursuit of the mission to become more responsible corporate citizens, efforts of ATS on<br />
corporate social responsibility programs for 2010 were geared towards three (3) main areas:<br />
education, social advocacy and environmental protection and rehabilitation.<br />
CODE OF BUSINESS CONDUCT<br />
The ATS Code of Business Conduct serves to guide employees actions aligned with the Company’s<br />
corporate values. The Code consists of policies relating to ethical and legal standards of behaviour<br />
that ATS expects of its employees. Its applicability extends to all the business units in the<br />
organization. The Code explicitly states the corresponding disciplinary actions that include suspension<br />
and termination for violations committed against company policies and the Code.<br />
WHISTLEBLOWING<br />
For several years now, ATS has given its employees the opportunity to access in good faith, thru its<br />
intranet-based Bureaucracy site, key leaders in management when they observe unethical and<br />
improper practices or any wrongful conduct in the organization.<br />
Unethical and improper practices shall mean any act or manner of behaviour that does not conform to<br />
the approved standard of social and professional behaviour covered in the company’s Code of Conduct.<br />
Confidentiality of the whistleblower is maintained to the greatest extent possible to ensure, not just<br />
the integrity of the employee and but of the intranet site as well.<br />
A separate channel is open to employees who want to report observations related to unlawful and/or<br />
criminal acts as well as health and safety violations that pose a threat to the well-being of an<br />
employee or to the security and reputation of the business. T his channel is also available in the<br />
corporate intranet as the Security, Safety and Compliance Office Incident Report System (IRS).<br />
CORPORATE GOVERNANCE SCORECARD<br />
While companies are not expressly mandated to comply with recommended best practices on<br />
corporate governance, the “comply-or-explain” approach employed by the SEC and PSE through its<br />
Corporate Governance scorecard and disclosures definitely exerted pressure for companies to comply.<br />
For the past 4 years, ATS has participated in the assessment of corporate governance standards and<br />
practices of publicly listed companies. This is an annual appraisal conducted by the Institute of<br />
Corporate Directors in partnership with the Securities and Exchange Commission.<br />
ATS corporate governance scorecard has improved from its 70% rating in 2007 to 90.3% in 2009 or<br />
from a second quartile ranking up to the Silver Category. The company is waiting for its 2010<br />
scorecard.<br />
The improvement is a testimony of the company’s unwavering pursuit of systemic corporate<br />
governance reforms within the organization.<br />
OUTLOOK<br />
For any company, more so for publicly listed companies such as ATS, the practice of good corporate<br />
governance is believed to bring about added shareholder value. Thus, there is a willingness to pay a<br />
premium for well-governed companies.<br />
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Under the new management, there is assurance to uphold the same level of commitment to the<br />
standards and principles of good corporate governance. The direction is to lead the business to a<br />
healthy and robust future as businesses become more complex and as markets become more open<br />
and global.<br />
FURTHER INFORMATION<br />
The following are available on www.atsc.com.ph/IR/governance<br />
• ATS Corporate Governance<br />
• ATS Articles of Incorporation<br />
• ATS Code of Business Conduct<br />
• ATS By-Laws<br />
• ATS Anti-Money Laundering Statement of Policies & Procedures<br />
INFORMATION TECHNOLOGY GOVERNANCE<br />
As the business environment becomes more challenging, IT has to stay relevant in order to support<br />
the strategy and the requirements of the business.<br />
Cost Management<br />
In 2010, ATS IT continued with its efforts to optimize investments and reduce cost without sacrificing<br />
existing capabilities. Even as the IT team posted budget savings, they were able to deliver 88 projects<br />
that made business processes more efficient, improved the maturity level of IT processes, and helped<br />
reduce costs.<br />
Some of the cost reduction initiatives were:<br />
a) Virtualization which is a means of maximizing the existing servers by running more applications<br />
in them.<br />
b) Adoption of Open source technologies resulting in savings in license costs.<br />
c) Network rationalization which aims to reduce network bandwidth costs.<br />
The next wave of IT cost management strategies includes looking at more opportunities to use Public<br />
Cloud Computing, Software-as-a-Service (Saas), and simplifying the systems in ATS.<br />
The ongoing integration in 2GO gave opportunity to the development of a new IT architecture roadmap,<br />
which was aptly called One<strong>2Go</strong>. The end objective of the One<strong>2Go</strong> project is to improve customer<br />
service, help key users make better decisions, and reduce overall operational cost. All these can be<br />
made possible through better information management and reporting, and simplifying the IT<br />
architecture.<br />
There is a similar roadmap for the passage business’ main system called Nexus. Part of the roadmap<br />
is the Ticket-less project which is targeted to be completed in 2011. The project is good for the<br />
environment by using less paper. It also makes ticket purchase more convenient for our customers.<br />
Technology obsolescence will always be an issue in any organization and it needs to be addressed<br />
responsibly. If not done, it may affect the availability and reliability of our critical systems that are<br />
used to serve our customers. The strategy of ATS for the past years has been to replace old servers<br />
gradually. It also started upgrading its Oracle databases and application server software to more<br />
recent versions. This is just one of the many initiatives in support of our Enterprise Risk Management<br />
program.<br />
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Governance<br />
As part of the IT Governance program, the Company undertook major initiatives to address audit and<br />
risk management issues. First, we engaged a consultant for the enhancement of IT’s Disaster<br />
Recovery Plan (DRP). Second, the Company went into the documentation of Policy Standards<br />
Procedure Guidelines (PSPG) of IT process improvements, including Project Management<br />
methodology and Software Development LifeCycle (SDLC). And finally, the Company introduced the IT<br />
Balanced Scorecard that will serve as feedback mechanism on IT’s overall performance.<br />
Since the key to all these accomplishments is the many talents in ATS IT, the Company maintains an<br />
environment of continuous learning, attractive compensation, and practice of meritocracy in the<br />
Company’s IT team. This resulted in a manageable 7.7% attrition rate in IT in 2010.<br />
Innovation<br />
The role of IT in ATS has slowly evolved to include new capabilities that help the business units find<br />
ways to innovate. With approval from top management, the newly-created IT Innovation Team has<br />
launched a project that will support 2GO’s retail business. This state-of-the-art technology will serve<br />
as a vehicle in forging new partnership prospects with other companies, partnerships that will soon<br />
deliver new and exciting services to every Filipino and bring in additional revenues for ATS.<br />
The Information Technology of ATS continuously adapts to the changing business landscape and will<br />
endlessly introduce and foster the use of IT and technology-enabled innovations that are of strategic<br />
value to the business as the Company transforms into a new and better organization.<br />
ENTERPRISE WIDE RISK MANAGEMENT PROGRAM<br />
With the objective of keeping the focus on raising Enterprise Risk Management (ERM) awareness<br />
throughout the whole organization, ATS Risk Management Team started the development of Strategic<br />
Risk Management. Strategic risk management encompasses all activities intended to identify risks,<br />
solve problems, adapt to change, and successfully execute plans.<br />
Risk is now viewed not merely on losses and damages but more importantly becoming a tool in<br />
achieving the corporate objectives, realizing opportunities present in identified risks and shifting focus<br />
from preventive activities to more pro-active approach supporting frontlines on its objectives.<br />
With the integration of several subsidiary companies into ATS, operational risks were also reviewed -<br />
there were risks which were downgraded as a result of the implementation of the action plans to<br />
mitigate the identified risks. Each business unit has appointed a Risk Management champion and they<br />
are monitoring their own respective identified risks, ensuring that risk actions were properly<br />
implemented.<br />
There are two major programs under ERM that is being held annually in ATS, focusing on vessel<br />
operations and training of vessel officers and crew. First is the Vessel Performance System (VPS). It is<br />
a “Friendly” competition between vessel crew, both technical and hotel management, in search of the<br />
best over all managed vessel in the ATS Fleet. The objective of VPS is to improve overall performance<br />
of vessels on 4 major areas: Vessel Maintenance Vessel, Crew and Passenger Safety, Security and<br />
Passenger Satisfaction. Insurers have shown favorable interest on this. The winner in 2010 is<br />
SuperFerry 1.<br />
The other program is the Vessel Officers Conference. It is an annual gathering of vessel officers, with<br />
focus on strengthening Vessel Officers’ expertise on handling our vessels. It also provides updates on<br />
vessel operations and management, since this event is also attended by representatives from Freight,<br />
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Passage and Shipmanagement. It is also an avenue for discussion of vessel-related issues and<br />
eventually providing solutions. In 2010, carrying the theme “Developing Resilient Vessel Officers<br />
through Fostering Accountability”, ATS Vessel Officers Conference succeeded in getting the<br />
commitment of vessel officers to be more accountable in their actions and be better prepared to face<br />
future challenges.<br />
AUDIT COMMITTEE REPORT<br />
The Board Audit Committee (AudCom) is an independent operating body directly reporting to the Board<br />
of Directors. It assists the Board in the carrying out its functions by providing an oversight role in<br />
ensuring the integrity of the company’s financial reports, its compliance with regulatory requirements,<br />
and the performance of the company’s internal audit function.<br />
The AudCom maintains an effective working relationship with the Board by providing them information<br />
necessary in making good governance and audit-related decisions.<br />
Membership<br />
The Board Audit Committee is composed of three (3) Directors and two (2) Ex-Officio members. Prior<br />
to the ATS buyout by NENACO on December 28, 2010, the Board AudCom members are as follows:<br />
Washington Z. Sycip, Chairman, Independent Director<br />
Sabin M. Aboitiz, Director<br />
Justo A. Ortiz, Director<br />
Stephen G. Paradies, Ex-Officio<br />
Lilian P. Cariaso, Ex-Officio<br />
Under the new ownership, the Board AudCom for 2011 has been appointed and named as follows:<br />
Meetings<br />
Francis C. Chua, Chairman, Independent Director<br />
Michelle Lu, Director<br />
Mark Williams, Director<br />
Geoffrey Seeto, Ex-Officio<br />
Evan McBride, Ex-Officio<br />
The Board AudCom held three (3) meetings in 2010. All meetings were attended by the AudCom<br />
members.<br />
Committee Member Feb 25 July 29 Nov 25<br />
Washington Z. Sycip <br />
Sabin M. Aboitiz <br />
Justo A. Ortiz <br />
In its first meeting for the year, the AudCom reviews, discusses and endorses for Board approval the<br />
previous year’s Audited Financial Statements of ATS presented by the company’s external auditing<br />
firm. The following are likewise presented to the AudCom in February—the general assessment of the<br />
company’s internal control system and the internal audit plans and programs for the year.<br />
In subsequent meetings, internal audit reports are presented and discussed extensively. For 2010,<br />
discussion highlights were focused in the areas of vessel and passenger safety and security as well as<br />
new systems-related audits particularly the implementation of SAP in its supply chain businesses.<br />
The selection and approval of the external auditor for the year is agreed upon and endorsed to the<br />
Board during the AudCom’s midyear meeting.<br />
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General Assessment of Internal Controls<br />
The framework of control, risk management and governance processes are generally sound, adequate<br />
and working effectively within the ATS group of companies.<br />
The culture of accountability is apparent with the general adherence of employees to management<br />
policies and directives in order to achieve company objectives.<br />
The internal control system is effectively designed to safeguard assets; to secure the relevance,<br />
reliability and integrity of information and as far as possible the completeness and accuracy of<br />
records; and to ensure compliance with statutory requirements.<br />
For 2010, while most business units posted increases in their audit ratings compared to the previous<br />
year, the less-than-satisfactory results of the supply chain finance and SAP systems audits pulled<br />
down the total group average rating.<br />
Various measures are being undertaken by management including organizational restructuring across<br />
all business units to allow streamlining of functions for the effective execution of responsibilities.<br />
Continuous enhancement of performance metrics, strict implementation of KPI monitoring, and<br />
speedy resolution of audit issues raised are likewise given focus to assure company objectives are<br />
met.<br />
Moving forward, ATS management is responsible in maintaining the internal control system and<br />
ensuring that resources are properly applied in the manner and to the activities intended.<br />
The AudCom is pleased to note that the business units have been proactive in addressing<br />
recommendations with regards to the enhancement of the internal control environment.<br />
Risk Management<br />
Risk management is fast becoming an ingrained concept and way-of-life in the organization. However,<br />
the establishment of a comprehensive Business Continuity Plan remains a major area that needs top<br />
management support and directive to see it to completion.<br />
Corporate Governance<br />
Good corporate governance is practiced not because it is required by law but because it promotes ATS<br />
core values of transparency, openness, and accountability. For ATS, corporate governance and a<br />
value-oriented management are pillars of business resilience.<br />
ATS’ adherence to good business practices is evidenced by the results of the annual nationwide<br />
corporate governance scorecard conducted by the Institute of Corporate Directors. From a 70% rating<br />
in 2007, the ATS score has improved to 90.3% (Silver Category).<br />
External Audit<br />
In July 2010, the AudCom endorsed for Board approval the renewal of SGV as the company’s external<br />
auditor for the year 2010.<br />
SGV and Co, the external auditor of ATS, provided an overview of the audit work to be conducted for the<br />
2010 statutory audit during the November AudCom meeting. The audit work focused mainly on audits<br />
of internal controls and how these safeguard the financial reporting including the financial statements<br />
of the company.<br />
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Noteworthy, in compliance with corporate governance policy, SGV reported during the November 2010<br />
meeting, that it will be replacing its Lead Financial Audit Partner, Ladislao Z. Avila, in 2011 as it is his<br />
fifth year as SGV partner assigned to ATS.<br />
2010 Financial Results<br />
During the period covered by this report, the new Board AudCom concurred with the opinions<br />
expressed by ATS’ external Auditor, SGV and Company, on the overall presentation of the financial<br />
statements of the company.<br />
The audit also included an evaluation of the appropriateness of accounting policies used and the<br />
reasonableness of accounting estimates made by management.<br />
The audit concluded that the balance sheets and the related statement of income and expenses, cash<br />
flows, changes in capital and reserves present fairly, in all material aspects, the financial position of<br />
ATS.<br />
Based on the judgment about quality of accounting principles, SGV disclosed that the accounting<br />
principles used by ATS are in compliance with the Philippine Financial Reporting Standards.<br />
Significant accounting principles are disclosed in the notes to the financial statements, as required by<br />
the standards.<br />
Internal Audit<br />
In accordance with established Standards and Code of Ethics of the profession, the Internal Audit<br />
Department (IAD) continually strives to improve the proficiency, effectiveness and quality of the<br />
Internal Audit activities.<br />
The IAD reported to the Board AudCom, in its meeting held March 02, 2011, the annual general<br />
assessment of the company’s compliance and procedures. Highlights on the validation of the<br />
operational effectiveness of key activities and controls within these policies and procedures were<br />
likewise presented. The assessment focused on policies and procedures relating to processes in<br />
finance, operations, and IT systems. A summary update on management action plans for audit issues<br />
raised requiring follow-up was also presented.<br />
The accomplishments realized by IAD in 2010 were not without difficulties. There were a number of<br />
constraints and limiting factors such as unfilled manpower plantilla and underestimated number of<br />
man days to cover engagements for first-time audits and new auditable units.<br />
Despite above operational challenges and with available resources at hand, IAD continued to deliver its<br />
value-adding services to help improve operations; to serve the shareholders and management of ATS;<br />
to partner with the business units in enhancing current performance and future competitiveness, and<br />
to supply a source of future management talent and be an active participant in the improvement of<br />
ATS.<br />
Approval<br />
Approved by the ATS Board Audit Committee and signed on its behalf by:<br />
Mr. Washington Z. Sycip<br />
Chairman, ATS Board Audit Committee<br />
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Name and Address – Request for SEC Form 17-A Annual Report<br />
Any Stockholder, upon request, will be provided with a copy of the Company’s Annual Report in SEC<br />
Form 17-A without charge. The name and address of the person whom such written request is to be<br />
directed is as follows:<br />
LILIAN P. CARIASO<br />
CHIEF FINANCE OFFICER<br />
ABOITIZ TRANSPORT SYSTEM (ATSC) CORPORATION<br />
ORATION<br />
12/F TIMES PLAZA BUILDING<br />
U.N. COR TAFT AVE., ERMITA, MANILA<br />
This Information Statement and the Annual Report in SEC Form 17-A will be posted at ATS’ website:<br />
http://www.atsc.com.ph<br />
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