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In its meetings, the committee tables for discussion the audit master plan for the year; the highlights of internal audit results and the corresponding action plans; the performance of the internal audit team; the selection and approval of the external auditor for the year and their audit timetable; and the presentation and endorsement for Board approval of the prior year’s audited financial statements. In the presentation of the audit master plan for the year, the committee reviews and assesses the robustness of the audit risk assessment methodology used by internal audit as this becomes the basis in allocating its limited manpower resources to auditable units that are rated to be comparatively riskier than others. A detailed Audit Committee Report for 2010 is presented in a subsequent section. RISK MANAGEMENT COMMITTEE The ultimate accountability over risk oversight and risk management in the organization rests with the Board. However, the Risk Management Committee, as a Board subcommittee, is responsible in leading the organization’s strategic direction in the management of material business risks such that leaders are able to make informed decisions. The committee also provides oversight for the establishment, implementation, and effectiveness review and assessment of the company’s risk management framework. The ATS Risk Management Committee in 2010 was composed of the following: Chairman Members : Bob D. Gothong : Enrique M. Aboitiz, Jr. Mikel A. Aboitiz Washington Z. Sycip, Independent Director Rolando C. Cabrera, Ex-Officio member Lilian P. Cariaso, Ex-Officio member Annacel A. Natividad, Ex-Officio member For 2011, the composition of the Risk Management Committee has been nominated as follows: Chairman Members : Amb. Raul C. Rabe, Independent Director : Enrique M. Aboitiz, Jr. Michelle Lu Geoffrey Seeto, Ex-Officio member Evan C. McBride, Ex-Officio member EXECUTIVE COMPENSATION POLICY Meritocracy based. This is the corporate compensation philosophy for executive remuneration in ATS. Commensurate compensation is given based on the annual performance evaluation of its executives. Any change in compensation is subject to full discussion and concurrence by the Board upon the review and recommendation of its Board Nomination and Compensation Committee. COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT The table of the monthly fixed allowance and per diem per meeting attendance of the ATS Board of Directors in 2010 is shown below. Compensation Director Chairman of the Board Monthly Fixed Allowance P80,000 P120,000 Board Meeting Per Diem P30,000 P45,000 Committee Meeting Per Diem P30,000 36
Total compensation paid/accrued for services in all capacities provided by the Directors and ATS Senior Management during the year ended December 31, 2010 amounted to P65.3 million. This covers basic salary, the statutory 13th month pay and the performance bonus. BOARD SELF-ASSESSMENT In 2009, ATS adopted another corporate governance measure—the Board Self-Assessment Survey. The goal of the self-assessment survey is to further enhance board performance and thereby strengthen corporate management. The survey allows the Board and its committees to assess their effectiveness in governance both as individuals and as a group. The self-assessment also helps the Board to meet standards and expectations imposed on them by the people they are supposed to serve—investors, shareholders—as well as regulatory bodies. In 2010, the same survey was conducted. The results are as follows. Individual Assessment Group Assessment Directors who Participated in the Survey (9 of 9) 9 9 % Participation 100% 100% The results of the Individual Assessment survey revealed, among others, that all board members have formally attended the corporate governance seminar and each ensure that principles of good corporate governance are complied at all times. The board members act in the best interest of the company and its stakeholders in a manner characterized by transparency, accountability and fairness. They also keep themselves informed of industry developments and business trends. Each member thinks they have contributed in formulating the overall strategic direction of the company but believes it can be further improved. The results of the Board Performance Assessment survey showed overall satisfaction in board performance. The board has been described to have an open atmosphere, with members always willing to discuss any issue that comes up. Within its satisfaction are frequency of board meetings, relevancy of the agenda and discussion points and the well-prepared, clear, concise and accurate materials that members receive five days before the scheduled meeting. Most members of the board have shown preference in a yearly evaluation of the Board, CEO and officers. They also wish to visit company facilities and encourage managers and line leaders (vs management executives) to present to the Board for additional insight. Moving forward, the Board's time and attention should be more focused on the sustainability of each subsidiary and the Group. This includes cost effectiveness and future profitability, strengthening of balance sheet and lowering debt as well as the competitive advantages of both the company and the various industry segments it operates. Discussion should also be centered on risk management, overall strategic direction and corporate social responsibility. PRESENTATION OF RESULTS AND ANALYSTS MEETING The Company’s financial results are presented to its investors and other interested parties during the Annual General Stockholders Meeting, the last of which was held at the Mandarin Oriental Hotel in Makati City on May 27, 2010. Also, the ATS Investor Relations Office together with selected finance leaders hold Quarterly Briefings with analysts from various financial institutions to keep them abreast on the performance of the company. Advance announcements for both these meetings are done through a regulatory release as well as through the web. 37
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 and 14: new composition of the Company’s
Page 15 and 16: Committee and Risk Management Commi
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
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Page 27 and 28: The figures above are in P’MM exc
Page 29 and 30: Cashflow Statement Total capital ex
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Page 47 and 48: Noteworthy, in compliance with corp

COVER SHEET - 2Go

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