Corporate Governance Programs
Our Company considers good governance as the cornerstone of its purpose to create and deliver sustained value to its stakeholders and ensure long-term sustainability and relevance in this era of sweeping changes in business, industry, and technology. Simply stated, we operate along the principle that practicing good governance results in strategic value creation.
In order to subscribe to the highest ideals of good corporate governance, we instituted various policies and processes to manage and monitor corporate performance, reinforce workplace accountability, and protect stakeholder welfare. The Board of Directors (BOD) is at the forefront in the crafting and promulgation of the Company’s corporate governance policies and standards to ensure that the Company adheres to best governance practices both locally and internationally, including those espoused by the Philippine Stock Exchange (PSE).
However, these policies remain as mere documents if not properly communicated to all levels of the organization.
Accordingly, the Corporate Governance Office has taken its major thrust to act as a bridge between the senior management and employees as well as other stakeholders that include stockholders, customers, suppliers, creditors, business partners, and regulators. Hence, the CGO needed to explore various interventions to raise the level of awareness and interest of the employees and other stakeholders about the policies and projects launched by the BOD, which in turn ensures compliance therewith.
The Company believes that in order to sustain the culture of good corporate governance, there is a need to involve all the directors, officers, and employees across all levels of the organization as well as other stakeholders such customers, suppliers, vendors, and business partners. Given this very diverse population, CGO had to develop a multi-pronged approach in communicating with all stakeholders—thereby bridging generations and geographic locations.
CGO's vision is to strengthen the awareness of all employees on the governance policies promulgated by the Board, which in turn ensures regular compliance therewith. CGO annually requires employees to submit their conflict of interest disclosure and full business interest disclosure, submit their commitment to Corporate Governance and the Code of Ethics, and to disclose any gifts and tokens received from third parties. CGO aims to have at least 95% compliance rate for each of the required disclosure.
It is also the objective of CGO to ensure that there is an open communication line that would keep the senior management abreast of the concerns of the employees across all its offices within the franchise area. Receipt of whistleblowing reports would be indicative of employees’ heightened awareness of governance policies, trust in Management, and confidence in the established whistleblowing procedures.
To ensure that lines of communication were established not just for Management to relay directions to the employees but also for the latter to express their ideas and concerns to Management, Meralco implemented the "BE RIGHT Communication Policy" in promoting Corporate Governance. In doing so, the CGO envisions a more empowered manpower which has the courage to file whistleblowing reports and process improvement suggestions. CGO developed the tagline "Be Right" as a brand and a challenge to all members of the Company. The challenge is not only to do what is right but to develop one's character to embody the core principles of corporate governance – to be right.
The CGO also designed learning tools and activities to carry out the goal of educating all employees across all levels of the organization on corporate governance principles and policies. Each tool is designed to meet the specific needs of the target participants. These learning activities are also delivered to each member of the organization at key times of their tenure in the company.
Since the Corporate Governance Office serves as bridge between the Board of Directors and the various stakeholders including the employees, it is essential that CGO purposefully interacts with the different technical and business offices of the Company. However, with a company as diverse and dynamic as Meralco, it was a challenge to reach all members of the organization.
Aside from CGO having to deal with a new breed of employees and a diverse workforce, another major challenges that had to be addressed, is changing the image of the CGO. From being lofty, remote, and authoritarian, CGO had to be packaged in a way that gives it a friendly vibe with the intention of bringing it closer to the employees and come up with programs that can bridge generations and would encompass a diverse workforce.
The CGO also had to employ other means to hurdle the lack of budget and CGO manpower in executing the projects.
The information campaign of the CGO was instrumental in bringing the concept of corporate governance from the board room to the different levels of the organization. The various events and platforms created opportunities for discussion which, in turn, generated stronger commitment from all members of the organization.
BE RIGHT Brand of Governance. CGO developed the tagline "Be Right" as a brand and a challenge to all members of the Company. The challenge is not only to do what is right but to develop one's character to embody the core principles of corporate governance – to be right. The CGO designed learning tools and activities to carry out the goal of educating all employees across all levels of the organization on corporate governance principles and policies. Each tool is designed to meet the specific needs of the target participants. These learning activities are also delivered to each member of the organization at key times of their tenure in the company.
HRExpress. Since it is the duty of the CGO to reach all members of the company and ensure compliance with the corporate governance policies, a system was needed to monitor the compliance of all, including the employees assigned to the different satellite offices of the company. To accomplish this, accessible channels of communication are developed and made available to all employees.
Online platforms are available for employees through the HRExpress, which is a customized online facility power by SAP Software. Employees can use this to signify Commitment to Corporate Governance, submit their Conflict of Interest Disclosure and Full Business Interest Disclosure forms, and disclose gifts or tokens received through the Gift Registry.
Because of the awareness campaign and the accessibility of the disclosure facilities, in 2020, 5,760 employees or 100% of the workforce signified their commitment to Corporate Governance and the Code of Ethics, and submitted their Conflict of Interest Disclosure and Full Business Interest Disclosure.
|Required Disclosure||Target Compliance Rate||Actual Compliance Rate|
|Commitment to Corporate Governance and Code of Ethics||95%||100%|
|Conflict of Interest Disclosure||95%||100%|
|Full Business Interest Disclosure||95%||100%|
eReport Mo (Whistleblowing Program). The eReport Mo (Whistleblowing Program) 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. Employees, suppliers, customers, and other stakeholders can download, through the company website, a whistleblower report form and submit the same via e-mail or regular mail to the CGO to report any violation of Corporate Governance Rules or Policies using the e-Report Mo form.
On-site Programs. Site visits, consultative meetings, and roadshows are also conducted to re-orient and empower all employees to continuously apply the core corporate governance principles in the workplace. To garner interest, these programs were set-up in an innovative way, featuring videos and interactive learning sessions. This set-up encouraged interest and active participation from the attendees. In these programs, the participants were challenged and asked, "Ikaw na ba si Mr. o Ms. Be Right?". This became a catchphrase which echoed the main objective of the CGO, to encourage all members of the company to do what is right and be right>.
Creative Media Communication materials on Corporate Governance were published via different channels such as Short Message Service (SMS), Computer Desktop Wallpapers, employee time capture device, Office Memoranda, Meralco Spark, the company's official publication, E-mail blasts, and Workplace, which was also known as Facebook at Work. The variety in the communication media allowed CGO to reach all members of the organization who belong to different age groups.
Regular communication was also key. After all, it is the duty of CGO to constantly stress that good corporate governance goes beyond mere compliance but a way of life and part of a distinct Meralco culture. At least once a month, different materials such as posters, infographics, and infomercials are strategically circulated to the employees to communicate this message and remind them about the company’s corporate governance principles and policies.
Orientation Process. In-house orientation programs incorporating briefings from the corporate and regulatory units are arranged for newly-elected Directors and newly-hired employees to acquaint them with the Company’s businesses, stakeholders, regulatory environment, and governance practices. Each newly elected director is also provided with a Director’s kit which contains company policies and other information pertaining to his duties and obligations as a director provided under existing laws and regulations. The Company has a policy that encourages Directors to attend annual continuing training programs. In fulfillment of such policy and the requirements of the Company’s Manual of Corporate Governance, the ERC Resolution No. 1, Series of 2004, and the SEC Memo Circular No. 20, Series of 2013, the CGO organizes an annual Corporate Governance Enhancement Session for its Directors, Officers and Senior Management. Local and foreign experts are invited as speakers in these enhancements sessions to share their expertise in governance, risk management, technology, and other relevant corporate governance matters.
The high number of officers and employees who have signified commitment to corporate governance, submitted conflict of interest disclosure forms, completed gift registry in the Company's online facility, and attended the different governance onboarding and enhancement sessions is a testament to the successful information and monitoring campaign by CGO.
Heightened level of awareness and interest of the employees about the policies and projects launched by CGO can also be seen in an increase in the number of visits in the company website’s corporate governance page and queries referred by the employees to CGO.
The number of queries and requests for governance opinion received by CGO also significantly increased as employees inquire about the policy or information they have received from the different materials released by the CGO.
Another result of the continuing education regarding the channels available for communicating the employees’ concerns to our office is the growing number of whistleblowing cases reported to CGO. In 2018 alone, the number of cases received doubled from that in the previous year. We see this as a result of the proactive stance of CGO and the high level of trust that it was able to impart to the employees.
Because of the efforts in the information campaign by the CGO, progression from general awareness to full compliance and eventually, an ingrained culture of good governance through conscientious disclosure and practice of responsibilities, from Top Management to the ranks within the Company, became a possibility. In the years to come, CGO will continue to explore innovative communication channels through which good corporate governance can be further instilled in the workplace and become not only a norm but a culture, a distinct Meralco way.