COVER SHEET - 2Go

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een involved in any legal proceeding in any court or government agency on the Philippines or elsewhere which would put to question their ability and integrity to serve ATS and its stockholders. With respect to its nominees for election as directors, the present members of its Board of Directors and its executive officers, the Company is not aware that during the past five (5) years up to even date of: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any conviction by final judgment of such person in a criminal proceeding, excluding traffic violations and other minor offenses; (c) such person being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, by any court of competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting such person’s involvement in any type of business, securities, commodities or banking activities; and (d) such person being found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or foreign exchange or other organized trading market or self regulatory organization, to have violated a securities or commodities law or regulation and the judgment has not been reversed, suspended, or vacated. Certain Relationships and Related Transactions In the ordinary course of business, the Registrant has transactions with subsidiaries, associates, and other related companies consisting of shipmanagement services, charter hire, management services, courier services, purchases of steward supplies, availment of stevedoring, arrastre, trucking, rental and repair services. The Registrant needs these services to complement its services to the freight and passage customers. The identification of the related parties transacting business with the Registrant and how the transaction prices were determined by the parties are discussed in Note 23 of the consolidated financial statements. The Registrant will continue to engage the services of these related parties as long as it is economically beneficial to both parties. The Corporation has no transaction during the last two years or proposed transaction to which it was or is to be a party in which any of its directors, officers, or nominees for election as directors or any member of the immediate family of any of the said persons had or is to have a direct or indirect material interest. Resignation or Refusal to Stand for Re-election election by Members of the Board of Directors No Director has declined to stand for re-election to the board of directors since the date of the last annual meeting of the Registrant because of a disagreement with the Registrant on matters relating to the Registrant operations, policies and practices. In December 2010, as a result of NENACO’s purchase of AEV’s and ACO’s shares in ATS, the following directors have tendered their resignations: 1. Mr. Jon Ramon M. Aboitiz, Chairman of the Board; Compensation/Remuneration and Nomination Committee (but was re-appointed in January 2011 as director and Chairman of the Board) 2. Mr. Enrique M. Aboitiz, Jr., Member, President and CEO; Risk Management Committee and Compensation/Remuneration and Nomination Committee (but re-appointed as director on the same date) 3. Mr. Mikel E. Aboitiz, Member; Risk Management Committee 4. Mr. Erramon I. Aboitiz, Member 5. Mr. Bob D. Gothong, Member; Risk Management Committee (but re-appointed as director on the same date) 6. Mr. Justo A. Ortiz, Member; Audit and Corporate Governance Committee 7. Mr. Sabin M. Aboitiz, Member; Audit and Corporate Governance Committee 8. Mr. Washington Z. Sycip, Independent Director; Audit and Corporate Governance 10
Committee and Risk Management Committee 9. Ms. Emily A. Abrera, Independent Director; Compensation/Remuneration and Nomination Committee Item 6. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS The following table summarizes certain information regarding compensation paid or accrued during the last three fiscal years and to be paid in the ensuing fiscal year to the Registrant Chief Executive Officer and each of the Registrant four other most highly compensated executive officers: SUMMARY OF COMPENSATION TABLE Amounts in Thousands of Pesos (‘000s) TOP FIVE HIGHLY COMPENSATED EXECUTIVES: ENRIQUE M. ABOITIZ JR.* – CHIEF EXECUTIVE OFFICER EVELYN L. ENGEL – CHIEF EXECUTIVE OFFICER – PASSAGE AND PRESIDENT-CEO SCANASIA, INC. SUSAN V. VALDEZ – CHIEF EXECUTIVE OFFICER – FREIGHT AND PRESIDENT-CEO OF ABOITIZ ONE INC. GROUP LILIAN P. CARIASO – CHIEF FINANCE OFFICER, CORPORATE INFORMATION OFFICER AND CHIEF RESOURCE OFFICER NORISSA L. RIDGWELL – SVP-COO 2GO FREIGHT (2010 ONLY) CHARITY JOYCE MAROHOMBSAR – CUSTOMER CARE MANAGEMENT OF 2GO SCANASI A (2011 ONLY) All above named officers as a group All officers and directors as group unnamed SALARY BONUS (13 th and 14 th Months Pay) OTHER COMPENSATION 2009 22,372 3,729 - 2010 29,640 4,960 - Projected 21,955 3,659 - 2011 2009 23,911 2,545 - 2010 25,938 4,830 - Projected 2011 25,213 4,202 - The Company has no significant or special arrangements of any kind as regard to the compensation of all officers and directors other than the funded, noncontributory tax-qualified retirement plans covering all regular employees. Each director receives a monthly allowance of P80,000 except for the Chairman of the Board who receives P120,000 a month. Further, a per diem of P30,000 is given to each Director and P45,000 for the Chairman for every Board meeting attended. As agreed with NENACO, ATS’ parent company, such allowances and per diems will be shared equally by both companies whenever meetings are held on the same day. Except for the regular company retirement plan, which by its very nature will be received by the officers concerned only upon retirement from the Company, the above-mentioned directors and officers do not receive any profit sharing nor any other compensation in the form of warrants, options, bonuses, etc. Likewise, there are no standard arrangements that compensate directors directly or indirectly, for any services provided to the Company either as director or as committee member or both or for any other special assignments. Item 7. INDEPENDENT PUBLIC ACCOUNTANTS The accounting firm of SGV & Co. (SGV) has been ATS' Independent Public Accountant since year 1977. This is reckoned to be the approximate date based on the available records. Representatives of SGV will be present during the annual meeting and will be given the opportunity to make a statement if they so desire. They are also expected to respond to appropriate questions if needed. 11
Page 1 and 2: COVER SHEET 4 4 0 9 SEC Registratio
Page 3 and 4: Dear Stockholder: ABOITIZ TRANSPORT
Page 5 and 6: INFORMATION STATEMENT (SEC FORM 20-
Page 7 and 8: Section 6 of the Corporation Code w
Page 9 and 10: Voting trust holders of 5% or More
Page 11 and 12: ehabilitation proceedings under the
Page 13: new composition of the Company’s
Page 17 and 18: C. OTHER MATTERS Item 8. MERGERS, C
Page 19 and 20: viii. approval for treasury matters
Page 21 and 22: SIGNATURE PAGE After reasonable inq
Page 23 and 24: Consolidated Aboitiz One, Inc and S
Page 25 and 26: docking costs of vessels are being
Page 27 and 28: The figures above are in P’MM exc
Page 29 and 30: Cashflow Statement Total capital ex
Page 31 and 32: Passage business reduced by P41.1 m
Page 33 and 34: iii. iv. All significant elements o
Page 35 and 36: Kerry - Aboitiz Logistics Inc. (KAL
Page 37 and 38: 19. Iker Aboitiz 20. Francisco Bene
Page 39 and 40: This committee is likewise is respo
Page 41 and 42: Total compensation paid/accrued for
Page 43 and 44: Under the new management, there is
Page 45 and 46: Passage and Shipmanagement. It is a
Page 47 and 48: Noteworthy, in compliance with corp

COVER SHEET - 2Go

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