The Board of Directors shall form Board Committees to aid in ensuring compliance with the principles of good corporate governance. The members of such Committees shall be appointed by the Board of Directors annually.
The Company's Board has six standing committees:
- Executive Committee;
- Nomination and Governance Committee;
- Audit Committee;
- Risk Management Committee;
- Remuneration and Leadership Development Committee; and
- Finance Committee.
All committees have approved charters defining and specifying the scope of their responsibilities.
1. Executive Committee (ExCom)
The Executive Committee is composed of 6 directors, one of whom is an independent director. The ExCom may act, by majority vote of all its members, on such specific matters within the competence of the Board, as may be delegated to it under the By-Laws, or upon a majority vote of the Board, subject to the limitations provided by the Corporation Code.
The following are the members of the ExCom:
| Member | Designation |
|---|---|
| Manuel V. Pangilinan | Chairman |
| Ramon S. Ang | Vice Chairman |
| Manuel M. Lopez | Member |
| Artemio V. Panganiban | Member (Independent Director) |
| Eric O. Recto | Member |
See Meetings and Seminars section for the attendance to the ExCom meetings.
| Executive Committee Charter | 603.33 KB | Download PDF |
2. Nomination and Governance Committee (Nom & GovCom)
Responsible for screening qualified nominees for election as directors; assessing the independence of directors; introducing improvements on Board organization and procedures; setting-up of mechanisms for performance evaluation of the Board and Management; and providing programs for continuing education of the Board.
The following are the members of the Nom & GovCom:
| Member | Designation |
|---|---|
| Pedro E. Roxas | Chairman (Independent Director) |
| Estelito P. Mendoza | Vice Chairman |
| Ray C. Espinosa | Member |
| Napoleon L. Nazareno | Member |
In 2010, the Nom & GovCom:
- screened and selected the nominees for election as members of the Board;
- reviewed the rules on nomination of candidates, validation of proxies, and appreciation of ballots;
- reviewed revisions in the Manual of Corporate Governance;
- reviewed the committee charter;
- conducted Board and Board Committee self-assessment and evaluated its results;
- facilitated Board orientation on regulatory processes; and
- assessed skills and training needs of the Directors.
See Meetings and Seminars section for the attendance to the Nom & GovCom meetings.
| Nomination and Governance Committee Charter | 3.27 MB | Download PDF |
3. Audit and Risk Management Committee (AuditCom)
It assists the Board in its oversight responsibility in the financial reporting process, system of risk management and internal control, audit process, and monitoring compliance with applicable laws, rules, and regulations.
The AuditCom is composed of the following members:
| Member | Designation |
|---|---|
| Artemio V. Panganiban | Chairman (Independent Director) |
| Vicente L. Panlilio | Vice Chairman |
| Napoleon L. Nazareno | Member |
| Eric O. Recto | Member |
| Pedro E. Roxas | Member (Independent Director) |
| Anabelle L. Chua | Non-Director |
In 2010, the AuditCom accomplished the: review of the Company’s 2009 audited financial statements and 2010 quarterly financial statements; review of the financial performance of subsidiaries and affiliates; review and approval of the 2009 Audit and Risk Management Committee Report to the Board; endorsement of the nomination of the external auditor for 2010; review and approval of the 2010 internal audit plan, budget and covenant; review of 2009 internal audit performance, approval of external quality assessment review for the internal audit activity; review and approval of external auditor’s 2010 financial statement audit plan and fees; and evaluation of the Company’s risk profile and management structure, systems and processes.
See Meetings and Seminars section for the attendance to the AuditCom meetings.
No results found
4. Compensation and Benefits Committee (Comp & Ben Com)
The Comp & BenCom assists the Board in the development of the Company’s overall compensation and retirement policies and programs based on the Board approved philosophy and budget.
Remuneration & LDCom is composed of the following members:
| Member | Designation |
|---|---|
| Manuel V. Pangilinan | Chairman |
| Eric O. Recto | Vice Chairman |
| Napoleon L. Nazareno | Member |
| Pedro E. Roxas | Member (Independent Director) |
In 2011, the Remuneration and LDCom:
- reviewed and endorsed to the Board new remuneration policy, philosophy, design, and programs of Meralco;
- recommended the implementation of the Long-term Incentive Plan;
- evaluated the 2010 employee performance results and proposals for the 2011 and 2012 performance management system and incentive plans;
- conducted the 2010 performance evaluation of the President and CEO
- reviewed and recommended improvements to the Remuneration and LDCom charter, including renaming the committee to Remuneration and Leadership Development Committee to align with its expanded responsibilities; and
- nominated the Board of Trustees of the Meralco Pension Fund.
See Meetings and Seminars for the attendance to the Remuneration & LDCom meetings.
| Remuneration & LDCom Charter | 4.01 MB | Download PDF |
5. Finance Committee (FinCom)
It reviews the financial operations of the Company and matters regarding acquisition of or investments in companies, businesses, or projects.
The FinCom is composed of the following members:
| Member | Designation |
|---|---|
| Ray C. Espinosa | Chairman |
| Manuel M. Lopez | Member |
| Eric O. Recto | Member |
| Pedro E. Roxas | Member (Independent Director) |
| Ferdinand K. Constantino | Non-Director |
| Anabelle L. Chua | Non-Director |
In 2011, FinCom:
- reviewed and recommended the approval of the 2012 consolidated corporate budget;
- reviewed and recommended the approval of the medium-term financial plans;
- recommended the approval of cash dividend declarations for common and preferred shares;
- reviewed quarterly cash projections and finance operations report;
- recommended the redemption on the callable preferred shares;
- reviewed the proposals for new debts and refinancing of existing obligations;
- reviewed investment plans;
- reviewed and recommended the funding of the Meralco Pension Fund;
- recommended the approval of the divestment from the real estate business;
- reviewed and recommended major purchase contracts;
- approved the disposal of asset no longer needed in the operations; and
- recommended approval of bank accreditation and signing authorities.
See Meetings and Seminars section for the attendance to the FinCom meetings.
| Finance Committee Charter | 1.1 MB | Download PDF |
