The Board is primarily responsible for the governance of Meralco. Corollary to setting the policies for the accomplishment of the corporate objectives, the Board also provides an independent oversight on Management. The Board establishes Meralco’s vision, mission, strategic objectives, policies and procedures that guide its activities, including the mechanisms for effective monitoring of Management’s performance. The Board also ensures that internal control mechanisms for good governance are adequate.
|
Vision
|
Mission
|
|
To be a world-class company and the service provider of choice
|
To provide our customers the best value in energy, products and services
|
In its regular meeting held on January 28, 2019, the Board, as part of its assessment of the Company’s performance in the past year, reviewed and confirmed the vision, mission, and corporate strategic objectives/growth pillars of the Company. In the same meeting, the Board also reviewed the Company’s material controls (including operational, financial and compliance controls) and risk management systems and confirmed the Company’s full compliance with the Code of Corporate Governance..
Corollary to setting the policies for the accomplishment of the corporate objectives, the Board also provides an independent oversight on Management and ensures that internal control mechanisms for good governance are adequate.
Board Composition
The Board consists of eleven (11) directors who are elected by the stockholders during the ASM. The Board represents a mix of disciplines in the area of business, finance, operations and legal competencies, with each director capable of adding value and exercising independent judgment. Majority of the Board are non-executive directors and two (2) of whom are Independent Directors (ID), namely, Ret. Chief Justice Artemio V. Panganiban, designated as the Lead ID, and Mr. Pedro E. Roxas. The composition of the Board clearly delineates their responsibilities with those of Management.
|
Director
|
Position
|
Nature of Appointment
|
Date of first election/appointment as director
|
|
Manuel V. Pangilinan
|
Chairman
|
Non-executive
|
May 26, 2009
|
|
Lance Y. Gokongwei
|
Vice Chairman
|
Non-executive
|
December 16, 2013
|
|
Ray C. Espinosa
|
Director and President and CEO
|
Executive
|
May 26, 2009
|
|
James L. Go
|
Director
|
Non-executive
|
December 16, 2013
|
|
Frederick D. Go
|
Director
|
Non-executive
|
November 25, 2019
|
|
Anabelle L. Chua
|
Director
|
Non-executive
|
May 31, 2016
|
|
Jose Ma. K. Lim
|
Director
|
Non-executive
|
May 29, 2012
|
|
Victorico P. Vargas
|
Director
|
Non-executive
|
May 28, 2019
|
|
Elpidio L. Ibañez
|
Director
|
Non-executive
|
May 29, 2018
|
|
Artemio V. Panganiban
|
Lead Independent Director
|
Non-executive
|
May 27, 2008
|
|
Pedro E. Roxas
|
Independent Director
|
Non-executive
|
May 25, 2010
|
Manuel V. Pangilinan
Manuel V. Pangilinan
MANUEL V. PANGILINAN
Filipino, 73 years old
Chairman of the Board of Directors
Chairman of the Executive Committee
Chairman, Remuneration and Leadership Development Committee
Director of Manila Electric Company since May 26, 2009
Education and Training:
- BA Economics Degree, Ateneo De Manila University
- Masters in Business Administration, Wharton School of Finance and Commerce University of Pennsylvania
- Honorary Doctorate in Humanities, San Beda College/Xavier University/Holy Angel University/Far Eastern University
Membership in Board of Listed Companies:
- PLDT Inc.
- Metro Pacific Investments Corporation
- Philex Mining Corporation
- Roxas Holdings, Inc.
Membership in Board of Non-Listed Companies:
- Beacon Electric Asset Holdings Inc.
- Smart Communications, Inc.
- PLDT Communications and Energy Ventures Inc.
- Landco Pacific Corporation
- Medical Doctors, Inc.
- Colinas Verdes Corporation
- Davao Doctors Hospital
- Riverside Medical Center, Inc.
- Our Lady of Lourdes Hospital
- Asian Hospital Inc.
- Maynilad Water Services, Inc.
- Mediaquest, Inc.
- Associated Broadcasting Corporation (TV5)
- NLEX Corporation
- MERALCO PowerGen Corporation
- Philex Petroleum Corporation
- Metro Pacific Hospital Holdings, Inc.
- Makati Medical Center
- Cardinal Santos Medical Center
- Digital Telecommunications Phils. Inc.
- Digitel Mobile Philippines, Inc.
Position and Membership in Other Organizations and Corporations:
- Chairman of PLDT Inc., Smart Communications, Inc., Metro Pacific Investments Corporation, PLDT Communications and Energy Ventures Inc., Landco Pacific Corporation; Metro Pacific Hospital Holdings, Inc., Maynilad Water Services, Inc., Mediaquest, Inc., Associated Broadcasting Corporation (TV5), Makati Medical Center, Cardinal Santos Medical Center, Our Lady of Lourdes Hospital, Philex Mining Corporation, Philex Petroleum Corporation, NLEX Corporation, Digital Telecommunications Phils. Inc., Digitel Mobile Philippines, Inc. and MERALCO PowerGen Corporation
- President and Chief Executive Officer of PLDT Inc.
- Chief Executive Officer and Managing Director of First Pacific Company Limited
- Co-chairman of US-Philippines Society
- Chairman of the Board of Trustees of San Beda College, Hongkong Bayanihan Trust, Philippine Disaster Resilience Foundation, Disaster Recovery Foundation, Inc. and Philippine Business for Social Progress
- Vice Chairman of the Foundation for Crime Prevention
- Member of the Board of Overseers of The Wharton School, University of Pennsylvania
- Former Governor of the Philippine Stock Exchange
Manuel V. Pangilinan
Lance Y. Gokongwei
Lance Y. Gokongwei
LANCE Y. GOKONGWEI
Filipino, 53 years old
Vice-Chairman of the Board of Directors
Member, Executive Committee
Member, Finance Committee
Member, Remuneration and Leadership Development Committee
Director of Manila Electric Company since December 16, 2013
Education and Training:
- BS Finance, Wharton School of Finance and Commerce University of Pennsylvania
- BS Applied Science, Penn Engineering School University of Pennsylvania
Membership in Board of Listed Companies:
- JG Summit Holdings, Inc.
- Universal Robina Corporation
- Cebu Air, Inc.
- Robinsons Land Corporation
- Robinsons Retail Holdings, Inc.
- Oriental Petroleum and Minerals Corporation
- United Industrial Corporation Limited
Membership in Board of Non-listed Companies:
- JG Summit Petrochemicals Corporation
- Robinsons Bank Corporation
- Gokongwei Brothers Foundation, Inc.
- JG Summit Olefins Corporation
- Altus Property Ventures, Inc.
Position and Membership in Other Organizations and Corporations:
- Chairman of Universal Robina Corporation, Robinsons Land Corporation, Robinsons Retail Holdings, Inc., Robinsons Bank Corporation, JG Summit Petrochemical Corporation, and JG Summit Olefins Corporation.
- President and Chief Executive Officer of Cebu Air, Inc. and JG Summit Holdings, Inc.
- Chairman and Trustee of Gokongwei Brothers Foundation, Inc.
Lance Y. Gokongwei
Ray C. Espinosa
Ray C. Espinosa
RAY C. ESPINOSA
Filipino, 64 years old
President and CEO since May 28, 2019
Director of Manila Electric Company since May 26, 2009
Education and Training:
- BS General Studies, University of Santo Tomas
- Bachelor of Laws, Ateneo De Manila University
- Master of Laws, University of Michigan Law School
Membership in Board of Publicly Listed Companies:
- PLDT Inc.
- Metro Pacific Investments Corporation
- Lepanto Consolidated Mining Company
- Roxas Holdings, Inc.
Membership in Board of Non-listed Companies:
- Smart Communications, Inc.
- Maybank Philippines, Inc.
- Mediaquest Holdings, Inc.
- Philstar Daily, Inc.
- Business World Publishing, Inc.
- Cignal TV, Inc.
- First Pacific Company Limited
Position and Membership in Other Organizations and Corporations:
- Audit Committee Chairman of Lepanto Consolidated Mining Company
- Senior Advisor to the President and Chief Executive Officer of PLDT Inc.
- Regulatory Affairs and Policy Office Head of PLDT Inc.
- Member of the Integrated Bar of the Philippines, Philippine Bar Association, and Inter-Pacific Bar Association
- Nomination, Election and Governance Committee Member of Roxas Holdings. Inc.
- Executive Committee Member of LAWASIA Energy Section
- President of Mediaquest Holdings, Inc.
- Chairman of Business World Publishing, Inc. and Philstar Daily, Inc.
Ray C. Espinosa
Frederick D. Go
Frederick D. Go
FREDERICK D. GO
Filipino, 50 years old
Member, Nomination and Governance Committee
Member, Audit Committee
Member, Risk Management Committee
Member, Related Party Transactions Committee
Director of Manila Electric Company since November 25, 2019
Education and Training:
- BS Management Engineering, Ateneo de Manila University
Membership in Board of Listed Companies:
- Robinsons Land Corporation
- Cebu Air, Inc.
Membership in Board of Non-Listed Companies:
- JG Summit Petrochemical Corporation
- JG Summit Olefins Corporation
- Cebu Light Industrial Park
- Robinsons Bank Corporation
Position and Membership in Other Organizations and Companies:
- President & CEO, Robinsons Land Corp
- President, Altus Property Ventures, Inc.
- President, Robinsons Recreation Corporation
- Group General Manager, Taicang Ding Feng Real Estate Dev. Co. Ltd.
- Group General Manager, Shanghai Ding Feng Real Estate Development Company Limited
- Group General Manager, Xiamen Pacific Estate Investment Company Limited
- Group General Manager, Chengdu Ding Feng Real Estate Development Company Limited
- Vice Chairman, Philippine Retailers Association
Frederick D. Go
James L. Go
James L. Go
JAMES L. GO
Filipino, 81 years old
Member, Executive Committee
Member, Audit Committee
Member, Risk Management Committee
Member, Finance Committee
Member, Nomination and Governance Committee
Member, Related Party Transactions Committee
Director of Manila Electric Company since December 16, 2013
Education and Training:
- BS Chemical Engineering, Massachusetts Institute of Technology
- Masters in Chemical Engineering, Massachusetts Institute of Technology
Membership in Board of Listed Companies:
- JG Summit Holdings, Inc.
- Oriental Petroleum and Minerals Corporation
- Robinsons Land Corporation
- Universal Robina Corporation
- Robinsons Retail Holdings, Inc.
- Cebu Air, Inc.
- PLDT Inc.
- United Industrial Corporation Limited
Membership in Board of Non-listed Companies:
- JG Summit Petrochemicals Corporation
- JG Summit Olefins Corporation
- Marina Center Holdings, Inc.
- Hotel Marian City Private Limited
- Gokongwei Brothers Foundation, Inc.
Position and Membership in Other Organizations and Corporations:
- Chairman and Chief Executive Officer of JG Summit Holdings, Inc. and Oriental Petroleum
and Minerals Corporation
- Chairman of Robinsons Land Corporation, Universal Robina Corporation, JG Summit
Petrochemicals Corporation and JG Summit Olefins Corporation
- Vice-Chairman and Deputy Chief Executive Officer of Robinsons Retail Holdings, Inc.
- President and Trustee of Gokongwei Brothers Foundation, Inc.
James L. Go
Anabelle Lim Chua
Anabelle Lim Chua
ANABELLE L. CHUA
Filipino, 59 years old
Chairperson, Finance Committee
Member, Audit Committee
Member, Risk Management Committee
Member, Nomination and Governance Committee
Member, Related Party Transactions Committee
Director of Manila Electric Company since May 31, 2016
Education and Training:
- BS Business Administration and Accountancy, University of the Philippines
Membership in Board of Listed Companies:
- Philippine Stock Exchange
Membership in Board of Non-Listed Companies:
- Beacon Electric Asset Holdings, Inc.
- PLDT Communications and Energy Ventures, Inc.
- Digital Telecommunications Phils. Inc.
- ePLDT, Inc.
- Philippine Trade and Investment Center
- Voyager Innovations, Inc.
- PayMaya
- Mediaquest Holdings Inc.
- Cignal TV, Inc.
- TV5 Network, Inc.
- Philstar Daily, Inc.
- Securities Clearing Corporation of the Philippines
Position and Membership in Other Organizations and Companies
- Chief Finance Officer, Senior Vice President and Chief Risk Management Officer at PLDT Inc.
- Member of the Board of Trustees of PLDT Beneficial Trust Fund and PLDT Foundation, Inc.
Anabelle Lim Chua
Jose Ma. K. Lim
Jose Ma. K. Lim
JOSE MA. K. LIM
Filipino, 69 years old
Chairman, Risk Management Committee
Member, Executive Committee
Member, Audit Committee
Member, Related Party Transactions
Member, Nomination and Governance Committee
Director of Manila Electric Company since May 29, 2012
Education and Training:
- BA Philosophy, Ateneo de Manila University
- Masters in Business Administration, Asian Institute of Management
Membership in Board of Listed Companies:
- Metro Pacific Investments Corporation
Membership in Board of Non-listed Companies:
- MERALCO Powergen Corporation
- Beacon Electric Asset Holdings, Inc.
- Global Business Power Corporation
- Maynilad Water Services, Inc.
- Metro Pacific Tollways Corporation
- NLEX Corporation
- Light Rail Manila Corporation
- AF Payments Inc.
- MetroPac Water Investment Corporation
- EasyTrip Services Corporation
- Metropac Movers Inc.
- Medical Doctors, Inc.
- Manila Medical Services Inc.
- Asian Hospital Inc.
- Our Lady of Lourdes Hospital
- Manila Doctors Hospital
- Davao Doctors Hospital
- Riverside Medical Center, Inc.
- Asian Institute of Management
- Ateneo Graduate School of Business
- Indra Philippines, Inc.
- Light Rail Manila Holdings, Inc.
- Light Rail Manila Holdings 6, Inc.
- Metro Pacific Light Rail Corporation
- AHI Hospital Holdings Corp.
- Colinas Verdes Hospital Managers Corporation
- Riverside College, Inc.
- Metro Pacific Tollways Development Corporation
- Metro Pacific Tollways North Corporation
- Metro Pacific Tollways Vizmin Corporation
- Metro Pacific Tollways South Corporation
- Beacon Powergen Holdings, Inc.
- MetroPac Iloilo Holdings Corporation
- MetroPac Iloilo Bulk Water Supply Corporation
- MetroPac Cagayan de Oro, Inc.
- MetroPac Logistics Company, Inc.
- Eco-System Technologies International, Inc.
- Maynilad Water Holding Company, Inc.
- Cagayan de Oro Bulk Water Inc.
- Collared Wren Holdings, Inc.
- MPCALA Holdings, Inc.
- Larkwing Holdings, Inc.
- CAVITEX Infrastructure Corporation
- Cebu Cordova Link Expressway Corporation
Position and Membership in Other Organizations and Corporations:
- President and Chief Executive Officer of Metro Pacific Investments Corporation
- Chairman of Davao Doctors Hospital, Asian Hospital Inc. and Riverside Medical Center, Inc.
- President and Trustee of Metro Pacific Investments Foundation Inc.
- President and Director of Beacon Electric Asset Holdings, Inc., Metro Strategic
Infrastructure Holdings, MPIC-JGS Airports Holdings, Inc., and MetPower Ventures Partners Holdings, Inc.
- President and Chairman of Neo Oracle Holdings Inc.
- Director of Pacific Global One Aviation Company, Metro Vantage Properties, Inc., Surallah Biogas Ventures, Inc., and Philippine Disaster and Risk Foundation, Inc.
- Trustee of Philippine Disaster Recovery Foundation
- Founding Member of the Shareholders Association of the Philippines
Jose Ma. K. Lim
Victorico P. Vargas
Victorico P. Vargas
VICTORICO P. VARGAS
Filipino, 68 years old
Education and Training:
▪ BS Psychology, University of Santo Tomas
Membership in Board of Non-Listed Companies:
▪ Smart Communications, Inc.
▪ PLDT Subic Telecon
▪ PLDT Clark Telecom, Inc.
Position and Membership in Other Organizations and Companies
▪ Associate Director of First Pacific Company Limited
▪ Head of the Business Transformation Office of the PLDT Group ▪ President of the Board of Trustees of First Pacific Leadership Academy
▪ Trustee of the MVP Sports Foundation and Ideaspace Foundation
▪ President of PhilPop Music Fest Foundation, Philippine Olympic Committee, and Association of Boxing Alliances in the Philippines
▪ Member of the Executive Committee of the Asian Boxing Confederation
▪ Former President and Chief Executive Officer of Maynilad Water Services, Inc.
▪ Former Chairman of the Philippine Basketball Association
▪ Former Vice Chairman of the Samahang Basketbol ng Pilipinas
Victorico P. Vargas
Elpidio L. Ibañez
Elpidio L. Ibañez
ELPIDIO L. IBAÑEZ
Filipino, 69 years old
Member, Finance Committee
Director of Manila Electric Company since May 29, 2018
Education and Training:
- AB Economics, Ateneo de Manila University
- Masters in Business Administration, University of the Philippines
Membership in Board of Listed Companies:
- First Philippine Holdings Corporation
Position and Membership in Other Organizations and Companies
- Board Member of the Ophthalmological Foundation of the Philippines
- Former President and Chief Operating Officer of First Philippine Holdings Corporation
Elpidio L. Ibañez
Artemio V. Panganiban
Artemio V. Panganiban
ARTEMIO V. PANGANIBAN
Lead Independent Director
Filipino, 83 years old
Independent Director
Chairman, Audit Committee
Member, Executive Committee
Member, Risk Management Committee
Member, Related Party Transactions Committee
Independent Director of Manila Electric Company since May 27, 2008
Education and Training:
- Associate Arts Degree, Far Eastern University
- Bachelor of Laws, Far Eastern University
- Doctor of Laws (Honoris Causa), University of Iloilo/ Far Eastern University/ University of Cebu/Angeles University/ Bulacan State University
Membership in Board of Listed Companies:
- Petron Corporation
- First Philippine Holdings Corporation
- PLDT Inc.
- Metro Pacific Investments Corporation
- Robinsons Land Corporation
- GMA Network, Inc.
- GMA Holdings, Inc.
- Asian Terminals, Inc.
- Jollibee Foods Corporation
Membership in Board of Non-listed Companies:
- Metro Pacific Tollways Corporation
- TeaM Energy Corporation
- Tollways Management Corporation
- Asian Hospital Inc.
Position and Membership in Other Organizations and Corporations:
- Chairman of Pan Philippine Resources Corporation, Peecee Holdings Corporation, and Arpan Investment and Management, Inc.
- Independent Director of Petron Corporation, First Philippine Holdings Corporation, PLDT Inc., Metro Pacific Investments Corporation, Metro Pacific Tollways Corporation, Robinsons Land Corporation, GMA Network, Inc., GMA Holdings, Inc. and Asian Terminals, Inc.
- Member of Metrobank Foundation, Manila Metropolitan Cathedral-Basilica Foundation, Inc., Foundation for Liberty and Prosperity, Tan Yan Kee Foundation, Inc., Claudio Teehankee Foundation, Philippine Judges Foundation, and Permanent Court of Arbitration (The Hague, Netherlands)
- Senior Adviser of Metropolitan Bank and Trust Company
- Adviser of Double Dragon Properties Corp. and Bank of the Philippine Islands
- Columnist for the Philippine Daily Inquirer
- Retired Chief Justice of the Supreme Court of the Philippines
Artemio V. Panganiban
Pedro E. Roxas
Pedro E. Roxas
PEDRO E. ROXAS
Filipino, 64 years old
Independent Director
Chairman, Nomination and Governance Committee
Chairman, Related Party Transactions Committee
Member, Finance Committee
Member, Audit Committee
Member, Risk Management Committee
Member, Remuneration and Leadership Development Committee
Independent Director of Manila Electric Company since May 25, 2010
Education and Training:
- BS Business Administration, University of Notre Dame Indiana, USA
Membership in Board of Listed Companies:
- Roxas and Company, Inc.
- Roxas Holdings, Inc.
- PLDT Inc.
- Cemex Holdings Inc.
Membership in Board of Non-listed Companies:
- Roxaco Land Corporation
- Club Punta Fuego, Inc.
- BDO Private Bank, Inc.
- Brightnote Assets Corporation
- Hawaiian Phil. Co.
- Fundacion Santiago, Inc.
- MAPFRE Insular Insurance Corporation
Position and Membership in Other Organizations and Corporations:
- Chairman of Roxas and Company, Inc., Roxaco Land Corporation, Roxas Holdings, Inc. and Club Punta Fuego, Inc.
- President, Philippine Sugar Millers Association
- Independent Director of PLDT Inc., Cemex Holdings Inc. and BDO Private Bank, Inc.
- Trustee of Philippine Business for Social Progress
- Trustee of Roxas Foundation, Inc.
Pedro E. Roxas
The Chairman of the Board, Mr. Manuel V. Pangilinan, serves to represent the interests of all shareholders and stakeholders, and to oversee the performance of the Board and its directors. He champions exemplary ethical governance principles for directors, officers, and employees to emulate and likewise espouse.
Together with President and CEO, Atty. Ray C. Espinosa, the Corporate Secretary, Atty. Simeon Ken R. Ferrer and the Compliance Officer, Atty. William S. Pamintuan, the Chairman sets a clear agenda before each Board meeting. He provides opportunities for all directors to actively participate, addresses governance-related issues that non-executive, independent directors may raise, and ensures that the Board exercises strong oversight over the Company and its Management, such that the prospect of any corporate risk or threat is adequately and effectively addressed.
To reinforce board independence, the Board approved on December 18, 2017 the proposal to designate a lead independent director pursuant to the recommendation under ASEAN Corporate Governance Scorecard and the SEC’s Code of Corporate Governance for Publicly-Listed Companies (PLCs). The Board appointed Independent Director (ID) Ret. Chief Justice Artemio V. Panganiban as the Lead Independent Director.
The Senior/Lead Independent Director shall have the following functions:
- To serve an intermediary between the Chairman and the other directors when necessary;
- To convene and chair meeting of the non-executive directors; and
- To contribute to the performance evaluation of the Chairman, as required.
The Lead Independent Director will not, however, act as Chairman in the absence of the Chairman, the same having been delegated to the Vice-Chairman.
The structure, duties and responsibilities, procedures, and qualifications of the Board of Directors are delineated in the Revised Manual of Corporate Governance which constitutes the Company’s Board Charter.
For governance practices in the Board, please click https://company.meralco.com.ph/corporate-governance/board-matters
