Our Company promotes the interest of all its stakeholders and implements a transparent framework and process that allows them to communicate with the Company and obtain redress for any violation of their rights.
In this regard, Meralco commits to strengthen stakeholder engagement touch points in the Company such as the Investor Relations Office, Office of the Corporate Secretary, Customer Retail Services, and Corporate Communications Group to ensure proactive involvement of Meralco shareholders, customers, employees, community, and other stakeholders in the attainment of the Company’s strategic objectives:
Shareholders are provided with adequate facilities through they can exercise their rights and communicate with the Company for the resolution of shareholder concerns.
Right to Information
The Corporate Compliance Office ensures shareholder engagement with the Company even beyond the Annual Stockholders’ Meeting (ASM) by providing them with accessible channels through which timely, fair, and accurate disclosures of material information affecting their shares are made and through which concerns on their share may be addressed.
During the 2023 ASM, the officers of the Company, led by the Chairman and the President and CEO, with the CFO, Investor Relations and other officers, present information on performance results, business progress, industry trends, impact of external factors, and regulations to shareholders, analysts, investors, and media every quarter during the investors briefing and teleconference, as well as the media briefing. Presentation materials used in these meetings are posted on the Company’s website to ensure comprehensive information dissemination to all stakeholders and investors, including those who were not able to participate in the briefings.
Schedule of analyst and media briefings are posted at http://www.meralco.com.ph/investor-relations/calendar-of-events
Press Releases can be found at http://www.meralco.com.ph/investor-relations/press-releases
Shareholder information, including share prices, financial results of the Company and top 20 stockholders of the Company are found in https://company.meralco.com.ph/investor-relations while Company disclosures which may affect share prices are found in https://company.meralco.com.ph/company-disclosures/sec-filings.
Right to Vote and Participate Effectively
It is the policy of the Company to encourage shareholders, including institutional and minority shareholders, to attend and actively participate in the ASM.
Shareholders are given Notice and Agenda of the ASM, at least twenty-eigh (28) days before the said meeting. To provide shareholders enough time to examine the Company's information, the ASM Notice was posted on the Company's website on January 30, 2023. The Definitive Information Statement (DIS) was distributed to the shareholders starting April 17, 2023. Stockholders who have provided their email address were furnished a copy of the Notice through electronic mail.
Proposals for Agenda Items and Special Stockholders’ Meeting
In accordance with the Revised Manual of Corporate Governance, the Board affords shareholders the right to propose the holding of meetings and to include agenda items ahead of the scheduled Annual and Special Shareholders’ Meeting. Proposals for agenda items and for the holding of special stockholders meeting may be sent to the Corporate Governance Office through cgo.staff@meralco.com.ph. Proposals shall be evaluated by the Nomination and Governance Committee and/or endorsed to the Board of Directors for its review and/or approval.
Call for Nominations to the Board of Directors
The Company’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.
To allow minority shareholders to nominate candidates to the Board of Directors, Meralco submits a call for nomination to the Securities and Exchange Commission (SEC) which is also published in the website for public notice.
Call for Nominations to the 2024 Board of Directors |
Download PDF |
Nominations to the Board may be filed with the Office of the Corporate Secretary, 8/F Lopez Building, Meralco Compound, Ortigas Avenue, Pasig City, Philippines and endorsed to the Nomination and Governance Committee on or before the Record Date for the Annual Stockholders’ Meeting. The nominating stockholder must indicate his or her complete name, address and/or other contact details, number of Company shares registered in his own name, stock and certificate number.
The Nomination and Governance Committee (Nom&Gov) evaluates and screens nominees for directors vis-à-vis the applicable qualifications and disqualifications as set forth in the Company’s Manual on Corporate Governance, By-Laws and other applicable policy, law or regulations while ensuring that said qualifications are in line with the strategic objectives of the Company. With the assistance of an executive search firm, if necessary, the Nom&Gov shall develop a list of nominees to be recommended to the Board.
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. The Company’s Corporate Secretary, Atty. Simeon Ken R. Ferrer, is also an ICD Fellow. These candidates would be skilled in core competencies such as strategic planning, business expertise, and industry knowledge. The shareholders will then elect the directors during the Annual Stockholders' Meeting (ASM) held every last Tuesday of May.
The Nom&Gov submits to the Board of Directors its recommended list of final nominees at least forty-five (45) business days prior to the Annual Stockholders’ Meeting.
The nominees approved by the Board are recommended for election as directors at the meeting of the stockholders.
In 2023, all qualifications of the directors are aligned with the strategic objectives of the Company.
Electronic Registration of Shareholders during ASM and Voting in Absentia
The Company facilitates participation of shareholders who cannot attend the stockholders’ meeting in person by enclosing proxy forms in the ASM Notice where they can indicate their votes on matters that will be taken during the meeting. Shareholders may download proxy forms together with details on how to appoint a proxy by clicking this link: https://company.meralco.com.ph/company-disclosures/notice-of-annual-or-special-stockholders-meetings.
SERVE is an online facility that allows the Company’s stockholders to register, cast their votes online and participate in the Annual Stockholders’ Meeting (ASM) via remote communication. This also allows the stockholders to send their questions and clarifications regarding other agenda items.
Voting Results
Votes are tallied and tabulated by the Office of the Corporate Secretary. An independent party validated the voting results for each agenda item. In 2023, representatives from Reyes Tacandong & Co., an independent third party, validated the voting results for each agenda item.
Results of the votes taken during the most recent Annual or Special Shareholders’ Meeting are made publicly available the next working day. In addition, the Minutes of the Annual and Special Shareholders’ Meeting are available in the website within five (5) business days from the end of the meeting.
Please click the link for the minutes of the meeting and voting results: https://company.meralco.com.ph/company-disclosures/minutes-of-all-general-or-special-stockholders-meetings
Questions raised during ASM
All shareholders are given equal opportunity to voice their opinions and raise questions during the meeting within the appropriate time frame, and allowed concerned directors and officers of the Company to answer and provide clarifications.
Even prior to the meeting, shareholders were also allowed to submit their questions through phone or e-mail to the Stockholders Relations office at stockholder.affairs@meralco.com.ph
However, only the questions related to the Company’s operations or considered with material impact on the operating results were considered in the ASM.
Questions raised on the floor during the ASM held on May 30, 2023 can be found in pages 20 to 23 of the Minutes of the ASM.
Shareholders’ feedback
To encourage active shareholder participation, the Company accepts feedbacks from shareholders on the conduct of stockholders meeting, the disclosures made in the Annual Report or the performance of the Board, its committees and directors. Shareholders are encouraged to fill out the Evaluation Form below and send it to cgo.staff@meralco.com.ph.
Furthermore, shareholders may use the following contact details to relay their various concerns:
Contact details
|
Meralco Corporate Compliance
|
TRANSFER AGENT:
RCBC Stock Transfer
|
G/F, Lopez Building, Meralco Center, Ortigas Avenue, Brgy. Ugong, Pasig City, 1605
|
G/F Grepalife Building
221 Sen. Gil Puyat Avenue corner Pasong Tamo St., Makati City
|
Telephone numbers: COMMON:
(632) 632-8884, (632) 632-8883, (632) 632-8765 PREFERRED: (632) 632-8616, (632) 1622-2183
Fax No.: (632) 632-8885
|
Telephone numbers:
+632 892 7566, +632 892 9362, +632 892 4156
|
E-mail address:
corporate.compliance@meralco.com.ph
|
E-mail address:
abmadrid@rcbc.com, joscruz@rcbc.com
|
Shareholders may likewise submit their queries and concerns by filling out the Contact Us form below.
Other Stakeholders
We implement policies and activities that protect the rights and promote the interest of its various stockholders such as its customers, employees, suppliers, contractors, creditors and the community or general public:
Customers
It is the Company’s policy to provide all customers with excellent service and fair treatment, and complete and accurate information. Towards this end, the Company:
- Provides customized services to home and micro businesses, small and medium-size enterprises and corporate business groups;
- Standardizes policies and work processes related to customers in all business centers and public information on the services and rates affecting the customers, e.g., the monthly Meralco Advisory;
- Communicates significant operational plans and holding appreciation events such as Meralco Luminaries with customers at least once a year;
- Undertakes surveys on customers’ level of satisfaction to improve the Company’s service standards;
- Establishes a Consumer Welfare Desk (CWD) at the business centers and a Customer Assistance Office (CAO) at the Energy Regulatory Commission (ERC), both manned by trained CWD officers, pursuant to ERC Resolution No. 42, series of 2006;
- Implements various programs to delight the customers (Information Drive on Rates and Tips such as the Orange Tag and Power Ideas, Customer eXperience Transformation Program, Partnership and customer engagements through Power Up Forums and the Power Club Magazine, Meralco Business (Biz) Partnership with SME entities, and Meralco Home and Microbiz engagements with local government units, Variety of payment programs such as the Automatic Debit Arrangement program and Interruptible Load program
The Company promotes safety as a way of life by providing a safe and healthy environment to prevent accidents or injuries to its customers. As such, the Company’s activities include:
- Undertaking safety and health orientation programs to enhance safety consciousness and safe practice for all customers and stakeholders.
- Complying with all applicable safety, and environmental regulations and closely monitoring the state of well-being and safety of all customers and the public at-large.
- Conduct of the Kuryenteng Ligtas Awards, the first award-giving body that honors organizations, businesses and individuals that uphold excellence in their practice of electrical safety and promotion of safety in the workplace.
Employees
The implementation of employee programs remained the top priority and is a continuing goal as the Company aims to sustain high levels of workforce productivity and engagement. These employee programs are detailed in https://company.meralco.com.ph/corporate-governance/employee-development-and-engagement.
Suppliers/Contractors
The Company observes a clearly defined and transparent procurement and supplier selection process through the Suppliers’ Business Conduct Policy and Vendor Accreditation Program. It ensures faithful compliance to all the terms and conditions of its procurement contracts. Under these programs:
- Only accredited suppliers are qualified to participate in bids and awards.
- Purchases are made on the basis of competitive bidding – where the commercial and technical requirements are jointly evaluated.
- Suppliers are responsible and accountable for providing the required information in the Suppliers’ Business Conduct Commitment Form. They are likewise expected to adhere to certain corporate governance standards and undertaking to apply these standards to their offices and employees.
Creditors
The Company faithfully complies with all loan agreements with creditors. It ensures timely payment of its loans and efficiently operates its business to assure creditors of the Company’s sound financial standing and loan payment capabilities.
The rights of creditors are protected by public disclosures of material information such as results of operations, systems of internal controls and regular assessment of risks to compliance with loan covenants and bonds. Periodic reports are made by the Company of its financial position through the submission of its quarterly and latest audited financial statements. The Company also conducts regular financial and operating results briefings.
Environment and Community
As an advocate of sustainable development, the Company is committed to operate profitably within the bounds of its social and environmental responsibility. A comprehensive report on the Company's sustainability and CSR efforts is found in the Sustainability website https://company.meralco.com.ph/sustainability/sustainability-at-meralco and OMF website http://www.onemeralcofoundation.org/
Feedback Mechanism for Other Stakeholders
The “Contact Us” page below can be used by all stakeholders in sending feedback, complaints, or inquiries. Additionally, stakeholders may reach through the following contact details:
e-Report Whistleblowing Program
The e-Report Mo (Whistleblowing Policy/Anti-Corruption Programs and Procedures) encourages the reporting by any stakeholder 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.
We provide appropriate protection against retaliation to an employee/stakeholder who reports illegal/ unethical behavior. In the event of retaliation, the reporting person or witness may file a report to the CGO by filling out a Retaliation Protection Report Form.
Employees, suppliers, customers, and other stakeholders can download, through the Company Website, a whistleblower report form and submit the same via email or regular mail to the CGO through the following contact information:
8th Floor, Lopez Building, Ortigas Avenue, Brgy. Ugong, Pasig City, Philippines
Tel: (+632) 1622-2798; Mobile: 09088661670
email: cgo.staff@meralco.com.ph
|