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Corporate Governance

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  • Governance Structure
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Thank you for your interest in instituting good governance practice in Meralco

If you are aware of any violation of the following corporate governance rules, committed by any our directors, officers or employees, related to the following:

  • Violation of the Corporate Governance Rules
  • Violation of the Code of Ethics and Company Code of Employee Discipline or other similar codes
  • Financial Malfeasance including those relating to financial fraud and questionable accounting and auditing matters

Kindly fill out the appropriate forms (click to download) and submit to any of the CG communication channels

Meralco values your privacy.

We collect your name, address, employee number, job title/position, company/office, contact number, email address, and signature solely to facilitate action on the Violation of Corporate Governance Rules and/or Retaliation Protection report you have submitted. These are accessed by Corporate Governance Office who hold such information under strict confidentiality. These are retained while any of the involved parties is employed in Meralco and shall be disposed of accordingly thereafter.

To know more about how we protect your data, visit Privacy. To exercise your data subject rights, contact cdpo@meralco.com.ph

eReport Mo Form Anti-Retaliation Form

Corporate Governance in Meralco

Corporate Governance in Meralco

 

Corporate Governance in the Better Normal

Corporate governance remains a vital key to Meralco’s growth and success, permeating all facets of the Company’s organizations, business operations, and stakeholder touchpoints and driving the Company forward towards its long-term strategic objectives. 

Through good corporate governance, we ensure that our company and our business operations strictly conform to relevant laws, regulations, contracts, strategies, and policies governing its operations. Through strong culture of good governance and responsible management practices, we maintain our firm commitment to our social, organizational, and environmental responsibilities while ensuring that our long-term strategic goals and objectives are achieved. 

In 2023, the Company remains fully compliant with the corporate governance code, rules, and regulations promulgated and enforced by the Securities and Exchange Commission (SEC), the Philippine Stock Exchange (PSE), the Philippine Dealing & Exchange Corporation (PDEx), and other relevant regulatory bodies. 

We have also been at the forefront in promoting good governance regulations, policies, and practices within our organization and in our dealings with our private and public stakeholders and have continued to adopt or strengthen our policies and programs to be aligned with the best corporate governance practices under the SEC’s 2017 Code of Corporate Governance for Publicly- Listed Companies, the Integrated Annual Corporate Governance Scorecard (I-ACGR) and the ASEAN Corporate Governance Scorecard (ACGS):

 

2022 ASEAN Corporate Governance Scorecard

2.80MB

Download PDF
2023 Corporate Governance Report

10.2MB

Download PDF
2023 Integrated Annual Corporate Governance Report (I-ACGR)

2 MB

Download PDF

 

 

Board Governance
BC

Board Charter

The Board Charter sets the purposes, authority, duties, and responsibilities, structure and procedures of the Board of Directors.
BC

Board Diversity Policy

The Board Diversity Policy ensures 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 boardroom.
LID

Lead Independent Director

The Board designated a Lead Independent Director to reinforce board independence and act as intermediary between the Chairman and the other directors.
NED

Non-Executive Directors

Non-executive directors have separate periodic meetings with the external auditor and respective heads of internal audit, compliance and risk functions, without any executive director present to ensure that proper check and balance are in place within the corporation. The meetings are chaired by the lead independent director or an independent director.
BDC

Board notification prior acceptance of Directorship in another Company

 
Directors are required to notify the Board of Directors before accepting a directorship in another company.
BAEF

Board Assessment by External Facilitator

 
 
Good Governance Advocates and Practitioners of the Philippines (GGAPP) was engaged by Meralco as an external facilitator to assess the effectiveness of board evaluation process.
BC

Attendance and Participation Through Remote or Electronic Means of Communication

The Company allows Directors and Stockholders to attend Meetings through Remote or Electronic Means of Communication such as the Stockholders’ Electronic Registration and Voting Express (SERVE) in accordance with SEC Guidelines.
RSPP

Retirement and Succession Planning Policy

 
 
The Board Remuneration and Leadership Development and Nomination and governance Committees assist the Board in the development of the Company’s compensation, retirement, succession planning and leadership development policies and programs.
Policies 
RPTP

Related Party Transactions Policy

 
All the RPTs of the Company were conducted in fair and at arm’s length terms and there was no case of insider trading or policy violations involving directors and officers of the Company. Under the RPT Policy, Meralco does not grant loans or any special financial assistance to directors.” 
PBC

Policy against Bribery and Corruption

 
The Company’s Anti-Bribery and Corruption Policy formalizes its stand against corrupt practices and emphasizes the prohibition against corporate gift-giving to public and private individuals or entities that constitutes bribery or corruption.
BC

Remuneration Policy

 
 
The Company adopts a remuneration policy comprised of fixed and variable components in the form of base salary and variable bonus linked to the Company’s and the individual’s performance. MERALCO discloses its remuneration policy and practices for its executive directors and key officers in the Annual Report filed to the Securities and Exchange Commission.
NEP

Nomination and Election Policy

 
The Nomination and Election Policy provides procedures on how the Company accepts nominations from minority shareholders, reviews nominated candidates and assesses the effectiveness of the Board’s processes and procedures in the nomination, election, or replacement of a director.
Stakeholder Engagement 
Shareholder Rights 

Shareholder Rights

 
The Board encourages active stockholder participation, including allowing stockholders to call a special shareholders’ meeting, submit a proposal for consideration or agenda item, and relay concerns and questions to the Board at the annual meeting.
ICT Governance

Information Technology Governance

The Board, through its Risk Management Committee, oversees the governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed, and reported to the board.
Whistleblowing Policy 

Whistleblowing Policy

 
The e-Report Mo (Whistleblowing Policy/Anti-Corruption Programs and Procedures) encourages the reporting of any violation of corporate governance rules or policies, questionable accounting or auditing matters, and other malfeasance committed by the Company’s directors, officers, and employees.
Sustainability Reporting 

Sustainability Reporting

 
The Company has a clear and focused policy on the disclosure of non-financial information, with emphasis on the management of economic, environmental, social and governance (EESG) issues of its business, which underpin sustainability and adopts a globally recognized standard/framework in reporting sustainability and non-financial issues.

 

In pursuit of further improvements in governance, Meralco is actively involved with national and international CG advocates and organizations such as the Good Governance Advocates and Practitioners of the Philippines (GGAPP) and the Institute of Corporate Governance (ICD). Meralco participates in best practice and knowledge-sharing events organized by GGAPP and ICD with CG practitioners, Board, and Senior Management. United by Good Governance principles and philosophy, responsible owners, directors, and professionals yield ethical companies and ultimately, economically sustainable businesses. 

As a testament to its strong brand of corporate governance and ethical culture, the Company has again been recognized in the Philippines as one of the top publicly-listed companies with strong commitment to principles of good corporate governance.  

On September 28, 2023, MERALCO received a three-arrow recognition from the Institute of Corporate Directors (ICD) during the Golden Arrow Awards.

 

cg awards

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