Corporate Governance and Compliance Office
Atty. Simeon Ken R. Ferrer
Corporate Secretary
The Corporate Secretary, under the direction of the Chairman of the Board, is responsible for ensuring that good information flows within the Board and Board Committees and between Management and non-executive directors. He also facilitates the orientation and assists with the professional development of directors as required by regulators.
Among the duties of the Office of the Corporate Secretary are the following:
- Schedule Board meetings and other related activities and notify the Board accordingly;
- Provide the necessary board papers associated with items on the meeting agenda at least five (5) business days ahead of the Board meetings;
- Provide ready and reasonable access to information that directors may need for their deliberation on issues listed on the agenda of the Board;
- Assist the Board in the performance of its duties;
- Attend all Board meetings, take the minutes of meetings and maintain records of the same and ensure proper safekeeping of all Board papers;
- Ensure that all board procedures, rules, and regulations are faithfully followed;
- Submit required reports and disclosures to SEC, PSE, PDEx and other regulatory agencies;
- Conduct orientation program for new members of the Board regarding the Company’s organizational structures and business operations.
The Company’s Corporate Secretary, Atty. Simeon Ken R. Ferrer met all the following qualifications and skills required for his position:
- Resident Filipino citizen of good moral character
- With adequate legal, administrative, basic accountancy, company secretarial and interpersonal skills
- Attends continuing education seminars where he receives regular updates of the laws, rules, and regulations relevant to his duties
With working knowledge of the operations of the Company and loyal to the Company mission, vision, and corporate objectives
The Corporate Secretary attends continuing education seminars, including corporate governance seminars, where he receives regular updates of the laws, rules, and regulations relevant to his duties:
| Corporate Governance Seminars Attended | ||
| 2023 Annual Corporate Governance Enhancement Session: Governance Imperatives, Opportunities, and Challenges in the Age of AI | November 9, 2023 | Dr. Max Tegmark and Atty. Edsel F. Tupaz |
| 2022 Annual Corporate Governance Enhancement Session: “The Metaverse and How it will Transform Business & Human Interaction” and “Proof of Learn: A Philippine Perspective to the Metaverse” | September 22, 2022 | Mr. Matthew Ball and Ms. Sheila Lirio Marcelo |
| Agile Leadership: A Conversation with Ms. Anna Wintour | November 12, 2021 | Ms. Anna Wintour |
| Becoming Obsessed with the Customer | September 17, 2021 | Mr. John Rossman |
| 7th SEC-PSE Corporate Governance Forum: Business Resiliency and Innovation in a New Normal Era | November 19, 2020 | SEC-PSE |
| Lessons from a Pandemic: The MPIC Hospital Group Covid-19 Experience and Best Practices; and How to Lead Courageously During a Crisis | September 25, 2020. | Dr. Saturnino P. Javier, M.D. Makati Medical Center Dr. Nancy F. Koehn, Ph.D. Harvard Business School |
| 7th SEC-PSE Corporate Governance Forum: Business Resiliency and Innovation in a New Normal Era | November 19, 2020. | |
| 5G Technology Strategy and Governance: Market Trends and New Business Applications, Risks and Challenges; and Cyber Security: Protecting Critical Business Infrastructure | September 26, 2019 | Claudia Hyunah Park, Byungsik Kim, Rob Partridge, Craig A. Gonzales |
| Distinguished Corporate Governance Speaker Series | September 11, 2018 | ICD, Alfredo E. Pascual |
| 2017 Corporate Governance Conference On Competing Against Risk (8 hours) | September 26, 2017 | ICD, Ricardo Nicanor N. Jacinto |
| SEC Corporate Governance Forum | August 3, 2016 | Securities and Exchange Commission |
| Cyber Security in the 21 | February 18, 2016 | Christopher Camejo |
| Data and Information Rules: What the Board Should Know | October 30, 2015 | Atty. Jose Jesus Disini, a managing partner of Disini and Disini Law Office |
| ASEAN Corporate Governance Scorecard Orientation | March 31, 2014 | Ricardo Nicanor N. Jacinto President and CEO, Institute of Corporate Directors |
| Ethics and Governance Failures in the Past (Board Responsibility) | December 2, 2013 | Winthrop Swenson Compliance System Legal Group Makati Shangri-La |
| First Pacific Companies: Navigating the New World of Business | November 19, 2012 | The Wharton School |
| Asia Risk Management Institute (ARiMI) 9 Penang Road, #12-01, Park Mall, Singapore | December 15, 2010 | Floor, Lopez Building, MERALCO, Pasig City |
Atty. William S. Pamintuan
Compliance Officer
The Board is assisted by the Company’s Compliance Officer and Senior Vice President, Atty. William S. Pamintuan who has the following functions, among others:
- Ensures proper on boarding of new directors (i.e., orientation on the company's business, charter, articles of incorporation and by-laws, among others);
- Monitors, reviews, evaluates and ensures the compliance by the corporation, its officers and directors with the relevant laws, rules and regulations and all governance issuances of regulatory agencies;
- Reports violations of the aforementioned rules to the Board and recommends the imposition of appropriate disciplinary action;
- Ensures the integrity and accuracy of all documentary submissions to regulators;
- Appears before the SEC when summoned in relation to compliance with the Code of Corporate Governance for Publicly Listed Companies;
- Collaborates with other departments to properly address compliance issues; which may be subject to investigation; Identifies possible areas of compliance issues and works towards the resolution of the same;
- Ensures the attendance of board members and key officers to relevant trainings; and
- Performs such other duties and responsibilities as may be provided by the SEC. In accordance with the Code of Corporate Governance for Publicly-Listed Companies, the Compliance Officer regularly attends trainings on corporate governance.
| Corporate Governance Trainings Attended | ||
| 2023 Annual Corporate Governance Enhancement Session: Governance Imperatives, Opportunities, and Challenges in the Age of AI | November 9, 2023 | Dr. Max Tegmark and Atty. Edsel F. Tupaz |
| 2022 Annual Corporate Governance Enhancement Session: “The Metaverse and How it will Transform Business & Human Interaction” and “Proof of Learn: A Philippine Perspective to the Metaverse” | September 22, 2022 | Mr. Matthew Ball and Ms. Sheila Lirio Marcelo |
| Agile Leadership: A Conversation with Ms. Anna Wintour | November 12, 2021 | Ms. Anna Wintour |
| 2021 JG Summit Group Corporate Governance Seminar: Embracing Good Corporate Governance for Effective and Efficient Management | October 15 & 22, 2021 | Atty. Rosario S. Bernaldo, CPA, MBA |
| An Insider’s Guide to Workplace Whistleblowing Investigations: Building the Process in Your Company | October 20, 2021 | Atty. Elmer D. Nitura |
| Becoming Obsessed with the Customer | September 17, 2021 | Mr. John Rossman |
| Lessons from a Pandemic: The MPIC Hospital Group Covid-19 Experience and Best Practices; and How to Lead Courageously During a Crisis | September 25, 2020. | Dr. Saturnino P. Javier, M.D. Makati Medical Center Dr. Nancy F. Koehn, Ph.D. Harvard Business School |
| 5G Technology Strategy and Governance: Market Trends and New Business Applications, Risks and Challenges; and Cyber Security: Protecting Critical Business Infrastructure (4 hours) | September 26, 2019 | 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 |
| Sustainability Strategy in a Disruptive Business Environment: ESG Best Practices and Compliance Issues; and Blockchain Technology Use Cases and Strategic Benefits, Risks and Governance Issues (4 hours) | November 16, 2018 | Mr. Paul R. Brody and Dr. Matthew Bell |
| Corporate Governance Seminar 2017 (4 hours) | October 19, 2017 | Risk, Opportunities Assessment and Management (ROAM) Inc. |
| Corporate Governance Enhancement Session (4 hours) | November 23, 2016 | Chia Ling Koh Director, Osborne Clarke Mike Walsh CEO of Tomorrow, Global consultancy on designing companies for the 21st century |
| Digital Transformation Around Integrated Enterprise Risk, Information Security, Audit, and Compliance Management (3 hours) | September 7, 2016 | Mr. Ed Sattar, President CEO of 360factors |
THE CORPORATE GOVERNANCE AND COMPLIANCE OFFICE
To fully support Atty. Pamintuan in his corporate compliance and corporate governance roles, the Corporate Governance and Compliance Office (CGCO) was formed in 2014, integrating the Corporate Governance Office and the then Stockholders Affairs Office. The CGCO is under the supervision of Atty. Jocelyn Villar-Altamira who worked in various organizations such as the Securities and Exchange Commission before joining Meralco. She was the President of Good Governance Advocates and Practitioners of the Philippines (GGAPP). GGAPP is an association of good governance advocates and practitioners from various publicly-listed companies, the public sector and other organizations who have come together to promote and assist in the development of good governance in the country.
THE CORPORATE GOVERNANCE OFFICE
The Corporate Governance Office (CGO) was created on March 16, 2010 to manifest Meralco’s dedication to pursue excellence in corporate governance. In accordance with best practice, CGO maintains independence and practices objectivity in judgment. In its current structure, CGO functionally reports to the Board through the Nom&Gov and administratively to the Management in order to adhere to the best practice of maintaining independence.
Among the functions of the CGCO are the following:
- Development, review, and updating/ amendment of CG architecture/ infrastructure
- Assessment, review, and amendment of the CG Manual and Code of Ethics
- Development and/or amendment of policies and systems according to the Board’s directions
- Cascading of the CG Manual and Code of Ethics into manuals/ codes/ policies/ implementing rules and systems
- Assessment, review, identification, prioritization, and development/ amendment of policies, guidelines, and procedures
- Assessment, review, and amendment of CG monitoring systems, controls in processes, and rewards/sanctions system
- Assessment and review of CG compliance monitoring and performance management systems
- Translation of policies into process control points and CG indicators
- Integrated planning and coordination with PCT’s for the (re)design and installation of controls in processes
- Monitoring and reporting of CG performance
- Provision of consultancy services in the interpretation of existing CG policies and systems
- Provision of program recommendations to Management and interventions to attain CG objectives
- Administration of the implementation of CG Goals and Initiatives
- Collaborative planning with offices responsible for cascade of CG programs and for compliance with CG-related legal and regulatory requirements
- Development of compliance monitoring programs
- Delivery of advisory and consultancy services over Meralco organizational units concerning CG policies, practices and programs
- Reporting of CG compliance results in comparison with CG objectives
- Detection and prioritization of areas for improvement with reference to CG scorecard, CG performance results, and CG compliance of all organizations.
- Raise awareness, ensure compliance and identify red flags in relation to the Philippine Competition Law (R.A. 10667) and its IRR.
- Organize learning sessions for strategic partner offices in Meralco and its subsidiaries and affiliates
- Ensures full compliance with the disclosure and other requirements imposed upon the Company by the Philippine Stock Exchange, Securities and Exchange Commission and Philippine Dealing and Exchange Corporation;
- Formulation, assessment and review of the company’s compliance procedures and systems;
- Cascading of the Compliance Program into manuals, codes, policies, implementing rules and systems;
- Represent the company in carrying out transactions involving individual and corporate stockholders (including but not limited to processing of dividends, stock certificate issuance, replacement of stale/unclaimed checks) and market intermediaries such as brokers and transfer agents;
- Orchestrates and coordinates the activities for a smooth flowing Annual Stockholders’ Meeting and other stockholder events including coordination with Legal Counsels and all involved internal organizations, management of proxy validation and other logistical requirements;
- Provides support needed during and after Meralco Board Meetings (for the Distribution Utility Business & Subsidiaries) working in close partnership with concerned Corporate Secretaries;
- Translation of the Board of Directors’ instructions into the development and/or amendment of compliance policies and systems.
- Ensure compliance with the Data Privacy Act as far as the handling of stockholders' personal and sensitive information is concerned
| Awards | Year | Award Giving Body |
| Four (4) Golden Arrow Award | 2024 | Institute of Corporate Directors |
| Three (3) Golden Arrow Award | 2023 | Institute of Corporate Directors |
| ASEAN Asset Class Award | 2022 | ASEAN Capital Markets Forum |
| 12th Institutional Investor Corporate Awards | 2022 | Philippines’ Top2 Strongest Adherence to Corporate Governance |
| Three (3) Golden Arrow Award | 2021 | Institute of Corporate Directors |
| Three (3) Golden Arrow Award | 2020 | Institute of Corporate Directors |
| ASEAN Asset Class Award | 2020 | ASEAN Capital Markets Forum |
| Ranked among the Top 20 PLCs in the Philippines under the 2017 ASEAN Corporate Governance Scorecard | 2018 | Institute of Corporate Directors |
| Four (4) Golden Arrow Recognition in the 2018 ASEAN Corporate Governance Scorecard (ranked among the Top 6 PLCs in the Philippines) | 2019 | Institute of Corporate Directors |
| 5th/6th Most Committed to Corporate Governance (2018) | 2018 | Finance Asia |
| 4th/5th Best Managed Company (2018) | 2018 | Finance Asia |
| Silver Anvil Awards for Corporate Governance Awareness Campaign | 2018 | Public Relations Society of the Philippines |
| 5th Best Managed Company (2017) | 2017 | Finance Asia |
| Top 10 Finalist in PSE Bell Awards for Corporate Governance | 2016 | Philippine Stock Exchange |
| 8th Best Managed Company | 2016 | Finance Asia |
| Governance Awards Top 15 PLCs | 2016 | First Institutional Investors |
| Top 50 Philippine Publicly Listed Companies | 2015 | Institute of Corporate Directors (ICD) |
| Finalist in PSE Bell Awards for Corporate Governance | 2015 | Philippine Stock Exchange |
| Asia’s Corporate Director of the Year | 2014 | Corporate Governance Asia |
| Asia’s Icon on Corporate Governance | 2014 | Corporate Governance Asia |
| One of the 12th Philippine Companies in the Advanced Level for mainstream and best integrity practices | 2014 | 4th Integrity Summit |
| Asia’s Best Corporate Social Responsibility | 2014 | 4th Asian Excellence Recognition Awards |
| Asia’s Best CFO | 2014 | 4th Asian Excellence Recognition Awards |
| Asia’s Best Investor Relations Officer | 2014 | 4th Asian Excellence Recognition Awards |
| Asia’s Best Investor Relations Company | 2014 | 4th Asian Excellence Recognition Awards |
| Asia’s Best CEO | 2014 | 4th Asian Excellence Recognition Awards |
| Advanced Level Rating of Integrity Practices | 2013 | Integrity Initiative |
| Asia’s Icon on Corporate Governance | 2013 | Corporate Governance Asia |