COVER SHEET - 2Go
COVER SHEET - 2Go
COVER SHEET - 2Go
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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 />
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