COVER SHEET - 2Go
COVER SHEET - 2Go
COVER SHEET - 2Go
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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