Board Matters
Meralco is headed by a competent, working Board of Directors that fosters the long- term success of the Company and sustains its competitiveness and profitability in a manner consistent with its corporate objectives and the long- term best interests of its shareholders and other stakeholders. The Board of Directors reviews and approves major projects, policy decisions, annual budgets, major investment funding, and major restructuring of core businesses on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company.
Board Charter
The Board of Directors is guided by its Charter which was approved on May 29, 2018. Supplemented by the Company’s Revised Manual of Corporate Governance, By-laws and respective Board Committee Charters, the Board Charter formalizes and clearly states the roles, responsibilities and accountabilities of the Board and its individual members in carrying out their fiduciary role.
The duties and responsibilities of the Board, its Chairman and individual directors are listed in Sections 4, 4.3, 4.6 and 7.3 of Article 1 of the Revised Manual of Corporate Governance as well as in the Board Charter.
| Board Charter | 763 KB | Download PDF |
| Duties and Responsibilities | 43.70 KB | Download PDF |
Board Independence
Meralco complies with Rule 38 of the Implementing Rules of the SRC on the qualifications, nomination and election of independent directors. Each elected independent director has no business or other relationship with Meralco that could, or could reasonably be perceived to, materially interfere with the exercise of his independent judgment in carrying out his responsibilities as a director. Furthermore, the Company has no shareholder agreements, by-laws provisions, or other arrangements that constrain the directors' ability to vote independently.
The Chairman of the Board and the President and CEO
To further strengthen the Board’s independence, the position of the Chairman of the Board is separated from the President and CEO. Each position has distinct and separate duties and responsibilities in accordance with Meralco’s amended By-Laws and Revised Manual of Corporate Governance. The Chairman of the Board is Manuel V. Pangilinan, while the President and CEO is Atty. Ray C. Espinosa.
Independent Directors
An independent director means a person who, apart from his fees and shareholdings, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out his responsibilities as a director in any corporation that meets the requirements of Section 17.2 of the Securities Regulation Code.
Sections 2.1, 2.2 and 2.3 of the Board Charter delineates the qualifications and disqualifications of an independent director.
As a rule, independent directors may serve for a maximum of nine consecutive years reckoned from 2012, making sure however that the shareholders’ legal right to vote and be voted directors remains inviolable. If the company wants to retain an independent director who has served for nine consecutive years, the Board should provide meritorious justification and advise the shareholders of such justification during the annual shareholders’ meeting.
Lead Independent Director
Section 4.4 of the Meralco’s Revised Manual of Corporate Governance provides that the Board shall consider designating a lead director among the independent directors if the Chairman of the Board is not independent and if the positions of the Chairman of the Board and Chief Executive Officer are held by one person.
On December 18, 2017, the appointment of a Lead Independent Director was endorsed to, and approved by, the Board of Directors. The Board appointed Independent Director (ID) Ret. Chief Justice Artemio V. Panganiban as the Lead Independent Director to perform the following functions:
- To serve an intermediary between the Chairman and the other directors when necessary;
- To convenes and chair meeting of the non-executive directors; and
- To contribute to the performance evaluation of the Chairman, as required.
The Lead Independent Director does not, however, act as Chairman in the absence of the Chairman, the same having been delegated to the Vice-Chairman.
Board Diversity
In line with Meralco’s commitment to the principles of good corporate governance, the Board Diversity Policy was issued to ensure that the Board has an appropriate mix of expertise, experience, independence, and skills that would encourage critical discussion and promote a balanced decision in the attainment of the Company’s strategic objectives and sustainable development.
Accordingly, the members of the Board of Directors shall be selected from a broad pool of qualified nominees. In order to achieve a diverse board, varied aspects are to be considered, including, but not limited to: academic, professional and business background, age, gender, and other regulatory requirements. The final composition of the board shall be grounded on merit and potential contribution of the selected directors to the Company.
To measure the level of diversity in the Company’s Board of Directors and its progress based on the Company’s strategic objectives, CGO developed the following Board Diversity Matrix for 2018 and 2019:
|
Measurable Objectives |
2018 Board Composition |
Description |
2017 Board Composition |
Description |
|
|
Gender Diversity |
√ |
Mix of Male and Female Directors |
√ |
Mix of Male and Female Directors |
|
|
Racial Diversity |
√ |
Mix of Racial or Ethnic Backgrounds |
√ |
Mix of Racial or Ethnic Backgrounds |
|
|
Age Diversity |
√ |
Age ranges from 50 to 90 years old |
√ |
Age ranges from 50 to 90 years old |
|
|
Board Tenure |
√ |
Tenure ranges from 1 to 10 years |
√ |
Tenure ranges from 1 to 10 years |
|
|
Expertise |
|
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E.1. Industry Expertise |
√ |
Mix of directors siting as members of the BOD in Energy, Electric Retail and Power Generation companies |
√ |
Mix of directors siting as members of the BOD in Energy, Electric Retail and Power Generation companies |
|
|
E.2. Management or Operations |
√ |
Mix of directors sitting as members of BOD or officers of electric supply, energy, power generation, retail, banking, telecommunications, realty, media, medical, insurance and other companies |
√ |
Mix of directors sitting as members of BOD or officers of electric supply, energy, power generation, retail, banking, telecommunications, realty, media, medical, insurance and other companies |
|
|
E.3. Financial, Audit, or Risk Management Expertise |
√ |
Mix of directors acting as Chief Risk Management Officer, Member of Philippine Disaster and Risk Foundation, or members of Financial, Audit, or Risk Management committees of other companies |
√ |
Mix of directors acting as Chief Risk Management Officer, Member of Philippine Disaster and Risk Foundation, or members of Financial, Audit, or Risk Management committees of other companies |
|
|
E.4. Legal or Regulatory Expertise |
√ |
Mix of directors who are lawyers, or with Regulatory Management background, a Former Chief Justice of the Supreme Court of the Philippines, Former Chairperson of the Presidential Electoral Tribunal, Judicial and Bar Council and Philippine Judicial Academy |
√ |
Mix of directors who are lawyers, or with Regulatory Management background, a Former Chief Justice of the Supreme Court of the Philippines, Former Chairperson of the Presidential Electoral Tribunal, Judicial and Bar Council and Philippine Judicial Academy |
|
|
E.5. Corporate Governance |
√ |
Director with membership in Shareholders Association of the Philippines, Fellowship in ICD, Former Governor of Philippine Stock Exchange, |
√ |
Director with membership in Shareholders Association of the Philippines, Fellowship in ICD, Former Governor of Philippine Stock Exchange, |
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|
E.6. Technology or Digital Media Expertise |
√ |
Mix of directors who are likewise directors, advisors or consultants of media, technology or telecommunications companies |
√ |
Mix of directors who are likewise directors, advisors or consultants of media, technology or telecommunications companies |
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E.7. Retail, Sales or Marketing Expertise |
√ |
Mix of directors who are likewise directors, advisors or consultants of media, telecommunications, banking, telecommunications, realty, media, medical, insurance and retail companies |
√ |
Mix of directors who are likewise directors, advisors or consultants of media, telecommunications, banking, telecommunications, realty, media, medical, insurance and retail companies |
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Professional, Academic or Advocacy Background or Affiliation |
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F.1. Academic Institutions |
√ |
Mix of directors who have degrees in Finance and Commerce, Business Management, or who are member of Board of Overseers, Board of Trustees of colleges or business schools, or graduate of International Management Development Program |
√ |
Mix of directors who have degrees in Finance and Commerce, Business Management, or who are member of Board of Overseers, Board of Trustees of colleges or business schools, or graduate of International Management Development Program |
|
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F.2. Advocacy Groups or Foundations |
√
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Directors with membership in environmental and socio-civic advocacy groups and foundations |
√
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Directors with membership in environmental and socio-civic advocacy groups and foundations |
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F.3. Professional Organizations |
√ |
Directors with membership in Integrated Bar, Philippine Bar Association, and Inter-Pacific Bar Association, Philippine Stock Exchange |
√ |
Directors with membership in Integrated Bar, Philippine Bar Association, and Inter-Pacific Bar Association, Philippine Stock Exchange |
|
Election of Directors
Meralco’s Nomination and Election Policy was issued to set forth the procedures in the director selection process, including the acceptance of nominations from minority shareholders and the evaluation and screening of nominees vis-à-vis the applicable qualifications and disqualifications set forth in the Company’s Revised Manual of Corporate Governance, By-laws and other applicable law, policy or regulation, how the board shortlists candidates, and an assessment of the effectiveness of the Board’s processes in the nomination, election or replacement of a director.
In accordance with the provisions of the Meralco’s By-Laws and Revised Manual of Corporate Governance, the Corporation Code of the Philippines and the SRC, nominees for board directorship go through a nomination and screening process, taking in consideration the qualifications and disqualifications provided in the Board Charter.
The Company uses professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners such as the Institute of Corporate Directors (ICD) to search for candidates to the Board of Directors. These candidates would be skilled in core competencies such as strategic planning, business expertise, and industry knowledge. The final list of nominees is determined after pre-screening and evaluation. The shareholders will then elect the directors during the Annual Stockholders Meeting held every last Tuesday of May.
Upon appointment, the Company sends out a formal letter setting out the Director’s roles and responsibilities and the new Director will then attend various briefings with Management as seen on Annual Report. They serve for a period of one year and until their successors are qualified and elected.
| Nomination and Election Policy | 46.35 KB | Download PDF |
| Qualifications and Disqualifications of Directors | 40.80 KB | Download PDF |
Orientation and Continuing Education Programs
The Board of Directors ensures that the Company complies with all relevant laws, regulations, and endeavor to adopt best business practices and to keep it abreast with the latest developments in corporate governance regulatory landscape and best practices, implements a policy on orientation and continuing training for all directors and key officers, including an annual CG training with SEC-Accredited providers, in accordance with the Board Charter.
Orientation Programs
The Company has an established orientation program for every new director to ensure their practical understanding of business in general, and of Meralco in particular. Each newly elected director is provided with a director’s kit which contains policies and other information pertaining to his duties and obligations as a director provided under existing laws and regulations. An in-house orientation program, incorporating briefings from the corporate and regulatory units, is arranged for any new director to better familiarize himself with the Company’s businesses, stakeholders, regulatory environment, and governance practices. Contents of this program are discussed in the downloadable file below.
| Orientation Program for New Directors | 244 KB | Download PDF |
Continuing Education
Meralco has a policy that encourages directors to attend annual continuing training programs. The Company believes that its directors must keep abreast with the latest developments in business, corporate governance best practices, laws and regulations, and other relevant matters that help them function effectively in the Board and in their respective committees in order to direct the Company to achieve its mission, vision and goals.
In pursuit of this ideal, the Company, together with the MVP Group of Companies, regularly conducts in-house corporate governance enhancement sessions for its Directors, Key Officers and Middle Managers to ensure that they are updated on the most recent corporate governance trends and best practices through participating in seminars and trainings. Accordingly and pursuant to the requirements of the Company’s MCG, the ERC Resolution No. 1, Series of 2004, and the SEC Memo Circular No. 20, Series of 2013, the Directors, together with the Senior Management, attended the 14th Annual Corporate Governance Enhancement Session on September 7, 2017, a four (4)- hour Sec-accredited CG training entitled “5G Technology Strategy and Governance: Market Trends and New Business Applications, Risks and Challenges; and Cyber Security: Protecting Critical Business Infrastructure.”
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2019 ATTENDANCE TO CORPORATE GOVERNANCE TRAINING AND CONTINUING EDUCATION PROGRAMS |
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|
Director |
Program |
Resource Person/ Name of Training Institution
|
|
MANUEL V. PANGILINAN RAY C. ESPINOSA ANABELLE L. CHUA ELPIDIO L. IBAÑEZ VICTORICO P. VARGAS RET. CHIEF JUSTICE ARTEMIO V. PANGANIBAN
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MVP Group 14th Annual Corporate Governance Enhancement Session: 5G Technology Strategy and Governance: Market Trends and New Business Applications, Risks and Challenges; and Cyber Security: Protecting Critical Business Infrastructure
|
Ms. Claudia Hyunah Park VP of Product Planning Group Networks Business Division, Samsung Electronics Co., Ltd.
Mr. Byungsik Kim VP of Next Generation Technology, KT Network Group
Mr. Rob Partridge Head of Commercial Development for Offensive Security and Head of Outreach, BT
Mr. Craig A. Gonzales Head of Ethical Hacking Operations, BT |
|
LANCE Y. GOKONGWEI |
Corporate Governance Training on "The Future of Work" |
Mr. Ranjay Gulati Harvard Business School |
|
JOSE MA. K. LIM
|
Distinguished Corporate Governance Speaker Series: Integrating Sustainability and Innovation in Corporate Strategy
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Mr. Matthew McKinnon AROHA
Ms. Sara Ahmed Institute for Energy Economics and Financial Analysis |
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JAMES L. GO JOHN L. GOKONGWEI, JR.
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SEC Granted Messrs. John L. Gokongwei, Jr. and James L. Go a permanent exemption from the corporate governance training requirement in its en banc meeting on November 10, 2015. |
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PEDRO E. ROXAS
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MVP Group 14th Annual Corporate Governance Enhancement Session: 5G Technology Strategy and Governance: Market Trends and New Business Applications, Risks and Challenges; and Cyber Security: Protecting Critical Business Infrastructure |
Ms. Claudia Hyunah Park VP of Product Planning Group Networks Business Division, Samsung Electronics Co., Ltd.
Mr. Byungsik Kim VP of Next Generation Technology, KT Network Group
Mr. Rob Partridge Head of Commercial Development for Offensive Security and Head of Outreach, BT
Mr. Craig A. Gonzales Head of Ethical Hacking Operations, BT
|
|
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Distinguished Corporate Governance Speaker Series
|
Ms. Deborah Latimer Deloitte Australia
Professor Michael Hilb, PhD DBP Holding |
Corporate Governance Seminar of the Board of Directors for the previous years:
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Director |
Seminar |
|
|
Manuel V. Pangilinan |
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Lance Y. Gokongwei |
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Ray C. Espinosa |
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James L. Go |
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Frederick D. Go |
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Anabelle L. Chua |
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Jose Ma. K. Lim |
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Victorico P. Vargas |
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Elpidio L. Ibańez |
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Artemio V. Panganiban |
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|
Pedro E. Roxas |
Board Meetings
The Board holds monthly meetings and special Board meetings, if so required, with agenda that include updates by the Chairman of the Board and the Board committees, reports on financial performance by the Chief Finance Officer or CFO, and operational performance by the President and CEO, the Senior Executive Vice President and Chief Operating Officer, or COO, among other major issues of Meralco.
The Board has separate and independent access to the Corporate Secretary, who oversees the adequate flow of information to the Board prior to meetings and advises directors about their duties. During Board meetings, discussions are open and independent views are given due consideration.
The Board jointly plans meeting dates before the beginning of every year, with at least twelve meetings a year. The Board, as part of the agenda of its meeting on November 26, 2019, approved the schedule of 2018 Board meetings.
A first meeting of the Board of Directors, for organization, is immediately conducted after their election, of which meeting no notice shall be required. Thereafter, regular meetings may be held at such time and in such places, and upon such notice, if any, as the Board of Directors may by resolution prescribe.
Special meetings of the Board may be called by the Chairman or by written request of any two directors, upon at least one (1) day’s notice of the time and place of holding the same, given personally or by letter, telegram or telephone.
Meetings may be held at any time and place without notice if all the directors are present or of those not present waive notice in writing before or after the meeting
The Corporate Secretary and the Assistant Corporate Secretary shall assist the Board and the board committees in the conduct of their meetings, including preparing an annual schedule of Board and committee meetings and the annual board calendar, and assisting the chairs of the Board and its committees to set agendas for those meetings.
Members of the Board or Board Committees are informed, in accordance with the by-laws, of the agenda of their meetings, at least five working days in advance, and are provided with accurate information that will enable them to arrive at intelligent decisions on matters that require their approval.
The Board likewise observes the pertinent guidelines set in SEC Memorandum Circular No. 15, Series of 2001 in the conduct of Board meetings through teleconferencing or videoconferencing.
| Board Meeting Through Teleconferencing or Videoconferencing | 66 KB | Download PDF |
The Board scheduled thirteen (13) Board meetings in 2019 and each director has attended at least 84% of these meetings.
In 2019, the Company’s non-executive directors met nine (9) times without the presence of an executive director. The agenda in these meetings were the Management’s reports, corporate governance directions, reports of the internal and external auditors, and the performance assessment of the President and CEO.
The following table shows the participation of the Board in the ASM, Organizational Meeting and its regular meetings:
|
2019 ASM and Board Meeting Attendance |
|||
|
Director |
Designation |
Annual Stockholders' Meeting |
Board and Organizational Meetings |
|
Manuel V. Pangilinan |
Chairman |
Present |
13/13 |
|
Lance Y. Gokongwei |
Director |
Present |
13/13 |
|
Ray C. Espinosa1 |
Director |
Present |
13/13 |
|
James L. Go |
Director |
Present |
13/13 |
|
John L. Gokongwei Jr.2 |
Director |
Present |
11/11 |
|
Jose Ma. K. Lim |
Director |
Present |
12/13 |
|
Elpidio L. Ibañez |
Director |
Present |
13/13 |
|
Anabelle L. Chua |
Director |
Present |
13/13 |
|
Artemio V. Panganiban |
Lead Independent Director |
Present |
13/13 |
|
Pedro E. Roxas |
Independent Director |
Present |
11/13 |
|
Oscar S. Reyes3 |
Director |
Present |
6/6 |
|
Victorico P. Vargas4 |
Director |
- |
7/7 |
|
Frederick D. Go2 |
Director |
- |
2/2 |
|
1 President and CEO (as of May 28, 2019) 2 On the passing of Mr. John L. Gokongwei, Jr., Mr. Frederick D. Go was appointed as replacement 3 End of term as director in May 2019 4 Elected during 2019 ASM |
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Board Remuneration
The Board ensures that the remuneration of directors and officers is consistent with the Company’s culture, strategy, and the business environment in which it operates and aligned with the long-term interest of the Company.
Directors, as such, do not receive any compensation unless approved by the stockholders or provided in the By-Laws of the Company. No director participates in the approval of his compensation. However, the Board may, from time to time, approve a reasonable per diem that a director may receive for attendance in Board and Board Committee meetings.
In 2013, the shareholders approved an additional remuneration for the Board, which could be in the form of a fixed retainer, bonus or stock grant or a combination thereof, as may be approved by the Board. The total value of such additional compensation, in whatever form so given, shall not exceed one percent (1%) of the income before tax of the Company during the preceding year. The rationale of such additional remuneration of directors is to recognize the invaluable services rendered by the Company’s directors in profitably steering the business affairs of the Company, which has produced record highs in financial performance over the past four years. The role and responsibility of directors is critical in the success, accomplishments, and profitability of the Company. It is for this reason that the approval for additional remuneration for directors was sought. In line with the said rationale, during its 25 October 2013 meeting, the Board approved the provision of additional and performance-based remuneration in the form of a Stock Grant (""Grant"").
The Company's directors receive per diem fees for their attendance to Board and Board Committee meetings. In 2018, each director is entitled to a per diem allowance of PhP140,000 for every board meeting attended and PhP24,000 for every committee meeting.
|
Details of 2019 Board Remuneration (in PhP) |
||||
|
|
Remuneration for Board Meetings |
Remuneration for |
Total |
|
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EXECUTIVE DIRECTORS |
||||
|
Ray C. Espinosa |
1,680,000 |
120,000 |
1,800,000 |
|
|
Oscar S. Reyes |
700,000 |
- |
700,000 |
|
|
NON-EXECUTIVE DIRECTORS |
||||
|
Manuel V. Pangilinan |
1,680,000 |
168,000 |
1,848,000 |
|
|
Lance Y. Gokongwei |
1,680,000 |
432,000 |
2,112,000 |
|
|
James L. Go |
1,680,000 |
648,000 |
2,328,000 |
|
|
John L. Gokongwei, Jr. |
1,400,000 |
240,000 |
1,640,000 |
|
|
Jose Ma. K. Lim |
1,540,000 |
312,000 |
1,852,000 |
|
|
Elpidio L. Ibañez |
1,680,000 |
288,000 |
1,968,000 |
|
|
Anabelle L. Chua |
1,680,000 |
624,000 |
2,304,000 |
|
|
Victorico P. Vargas |
980,000 |
216,000 |
1,196,000 |
|
|
Frederick D. Go |
280,000 |
- |
280,000 |
|
|
INDEPENDENT DIRECTORS |
||||
|
Pedro E. Roxas |
1,680,000 |
288,000 |
1,968,000 |
|
|
Artemio V. Panganiban |
1,400,000 |
648,000 |
2,048,000 |
|
|
TOTAL INDEPENDENT DIRECTORS |
3,080,000 |
936,000 |
4,016,000 |
|
|
GRAND TOTAL |
18,060,000.00 |
3,984,000.00 |
22,044,000 |
|
For the President and CEO, and Management, the framework takes into account all aspects of executive remuneration including salaries, allowances, bonuses, and benefits in kind. The framework is benchmarked against pay and employment conditions within the industry and it links rewards to corporate and individual performance. The Board ensures that the remuneration of its members and key officers is aligned with the long-term interest of the Company. Directors do not participate in discussions or deliberations involving their own remuneration.
Board Performance
The Board recognizes the importance of a regular performance assessment, individually and collectively as part of their accountability. Assessments were done to evaluate their specific and overall performance for the past calendar year. The assessment of their 2018 Board, Board committee and CEO performance commenced on February 26, 2019. Partial results thereof were then presented to the Nom&Gov Committee. Complete results of the 2018 Board and Committee Performance Assessment were then presented on April 1, 2019 to the Board through the Nom&Gov.
The Board evaluated their individual and collective performances regarding the Board and its committees' structures, processes and responsibilities. The assessment likewise identified the training and skills development program needed by the Board. The Board also reviewed the 2018 performance of the President & CEO based on his leadership, working relations with the Board, Management, and communication.
Four (4) assessment instruments with corresponding evaluation criteria were accomplished by the directors:
- Board Self-Assessment - each director assessed the board performance as a whole and their individual performance on the following categories:
-
- Board structure and qualifications
- Board duties and responsibilities
- Duties and responsibilities as an individual director
-
- General Board Committee Performance Assessment – each director assessed the overall performance of the following committees, based on the provisions of the Board Committee Charters.
- Board Committee Self-Assessment – each committee member assessed his committee’s performance vis-à-vis the respective charters and SEC’s Guidelines for the Assessment of the Performance of Audit Committee of Companies Listed on the Exchange
- President & CEO Performance Assessment – each director assessed the President & CEO’s leadership, working relations with the Board, communication and working relations with Management.
| Board Self-Assessment | 160.77 KB | Download PDF |
| Board Committee Self-Assessment | 721.4 KB | Download PDF |
| President and CEO Performance Assessment | 157.78 KB | Download PDF |
| General Board Committee Performance Assessment | 457.69 KB | Download PDF |
The submissions were then assessed based on the following scale:
|
Scale |
Category |
|
1 |
Not at all Satisfied; Poor (NS) |
|
2 |
Slightly Satisfied; Needs improvement (SS) |
|
3 |
Satisfied; Meets requirements (S) |
|
4 |
Moderately Satisfied; Exceeds requirements (MS) |
|
5 |
Very Satisfied; Outstanding (VS) |
Under the Company’s Manual of Corporate Governance, the assessment may be supported by an external facilitator which can be any independent third party such as, but not limited to, a consulting firm, academic institution or professional organization appointed by the Board.
In 2019, Meralco engaged Good Governance Advocates and Practitioners of the Philippines (GGAPP) as its external facilitator to assist in the conduct of its Annual Board Evaluation. GGAPP is an association of professionals from various publicly listed companies, the public sector and other organizations, who share the common objectives of promoting a culture of good governance, contributing in raising standards of governance, advancing governance awareness and study, and developing proficiency in governance among advocates and practitioners.
Succession Planning
Together with the Board, the Nomination and Governance Committee (Nom&Gov) is responsible for recommending a succession planning program for its members while the Remuneration and Leadership Development Committee (RLDC) is responsible for overall guidance and direction on succession planning and leadership development of the President and CEO and Senior Management. The Committee, working closely with the head of Human Resources (HR), drives the strategy for succession planning, leadership development, and talent management. The HR head develops and implements the processes and the tools to ensure robust pools of succession candidates for the President and CEO, senior management, middle management and first line management.
Retirement
The Board adopts a policy on the retirement for directors and key officers. The Remuneration and Leadership Development Committee assists the Board in the development of the Company’s overall performance management, compensation, retirement and leadership development policies and programs based on the Company-approved philosophy and budget.
