Organizational Structure
The Board of Directors shall form Board Committees to aid in ensuring compliance with the principles of good corporate governance. The members of such Committees shall be appointed by the Board of Directors annually.
The Company's Board has seven standing committees
- Executive Committee
- Nomination and Governance Committee
- Audit Committee
- Risk Management Committee
- Remuneration and Leadership Development Committee
- Finance Committee
- Related Party Transactions Committee
All committees have approved charters defining and specifying the scope of their responsibilities.
1. Executive Committee (ExCom)
is composed of 5 directors, one of whom is an independent director. The ExCom may act, by majority vote of all its members, on such specific matters within the competence of the Board, as may be delegated to it under the By-Laws, or upon a majority vote of the Board, subject to the limitations provided by the Corporation Code.
The following are the members of the ExCom:
| Member | Designation |
|---|---|
| Manuel V. Pangilinan | Chairman |
| Lance Y. Gokongwei | Vice Chairman |
| John L. Gokongwei, Jr. | Member |
| Jose Ma. K. Lim | Member |
| Artemio V. Panganiban | Member(Independent Director) |
In 2016, the ExCom:
- Approved the execution of short-term Power Supply Agreements (PSAs) under mutually acceptable terms to take effect upon ERC approval
- Reviewed and evaluated the power supply and demand outlook and favorably endorsed certain recommended investments in power generation
See Meetings and Seminars section for the attendance to the ExCom meetings.
2. Nomination and Governance Committee (Nom & GovCom)
Responsible for screening qualified nominees for election as directors; assessing the independence of directors; introducing improvements on Board organization and procedures; setting-up of mechanisms for performance evaluation of the Board and Management; and providing programs for continuing education of the Board.
| Nomination and Governance Committee Charter | 717.43 KB | Download PDF |
The following are the members of the Nom & GovCom:
| Member | Designation |
|---|---|
| Pedro E. Roxas | Chairman (Independent Director) |
| Anabelle L. Chua | Member |
| James L. Go | Member |
| Lance Y. Gokongwei | Member |
| Jose Ma. K. Lim | Member |
The Nom&Gov Comm had 4 meetings in 2016 to accomplish:
- Conducted and discussed the results of Board, Board Committees, and President and CEO Performance Assessment
- Conducted assessment of Meralco’s Public Ownership Report
- Screened nominees to the Board of Directors
- Reviewed PSE Corporate Governance Guidebook
- Assessed the Company’s compliance to the draft of the Revised ASEAN Corporate Governance Scorecard
- Reviewed the SEC’s Revised Code of Corporate Governance
- Assessed the Company’s final ASEAN Corporate Governance Scorecard (ACGS)
- Reviewed and endorsed the Company’s consolidated changes in Annual Corporate Governance Report (ACGR) for 2016
- Reviewed the Company’s PSE CG Guidelines Disclosure Survey
- Reviewed the Company’s 2016 ACGS Self-Assessment Results
- Reviewed and approved the following policies:
- Social Media Policy
- Amended Suppliers Business Conduct Policy
- Amended Whistleblowing Internal Rules and Regulations
- Guidelines on Board and Board Committee Memberships
- Facilitated the Annual CG Enhancement and Continuing Education Programs
See Meetings and Seminars section for the attendance to the Nom & GovCom meetings.
3. Audit Committee (AuditCom)
The AuditCom consists of 2 independent directors, and 1 member who has over 20 years of experience in the areas of accounting, corporate finance, treasury, financial control and credit risk management and was a Vice President at Citibank, N.A. for 10 years. The AuditCom is chaired by an independent director.
The AuditCom is composed of the following members:
| Member | Designation |
|---|---|
| Artemio V. Panganiban | Chairman (Independent Director) |
| Pedro E. Roxas | Member (Independent Director) |
| Anabelle L. Chua | Member |
| James L. Go | Member |
| Lance Y. Gokongwei | Member |
| Jose Ma, K, Lim | Member |
The AuditCom had nine (9) meetings in 2016 and performed the following:
- Internal Control
- Evaluated the effectiveness of the internal control system of the Company.
- Obtained Management’s assurance on the adequacy and effectiveness of the
- Company’s internal control system and noted Management’s Control Policy
- Reviewed and endorsed for Board approval certain Related Party Transactions
- Financial Reporting
- Reviewed the unaudited consolidated quarterly financial statements and the audited consolidated annual financial statements of the Company
- Endorsed for Board approval the Audited Consolidated Financial Statements of the Company
- Audit Process
- Assessed Internal Audit’s performance for the preceding year
- Reviewed and approved the annual Internal Audit Plan including subsequent changes to the Audit Plan
- Discussed the audit results reported by the Chief Audit Executive in her quarterly reports to the Committee
- Reviewed and approved the audit plan, scope of work and proposed fees of the External Auditors for audit and non-audit services
- Held executive sessions with the External Auditors without the presence of Management
- Assessed the independence, performance, and effectiveness of the External Auditors, taking into consideration their credibility, competence, ability to understand complex related party transactions, and the adequacy of their quality control procedures. Based on this assessment, incumbent External Auditors were re-nominated by the Committee to the Board as the External Auditors of the Company with the assurance that the lead audit partner complies with Rule 68 of the Securities Regulation Code on rotation of External Auditors
- Monitored Management’s appropriate corrective actions to the audit recommendations of Internal Audit and the External Auditors
- Compliance
- Reviewed and assessed Management’s processes of monitoring compliance with laws and regulations through Internal Audit
- Obtained updates on the status of compliance of the Company, as they relate to the requirements of the ERC, the SEC and other regulatory agencies concerned with environment and safety, labor, and other standards
See Meetings and Seminars section for the attendance to the AuditCom meetings.
4. Remuneration and Leadership Development Committee (Remuneration & LDCom)
Remuneration and LDCom, formerly Compensation and Benefits Committee, assists the Board in the development of the Company’s overall compensation and retirement policies and programs based on the Board approved philosophy and budget.
| RLDC Charter | 4.01 MB | Download PDF |
Remuneration & LDCom is composed of the following members:
| Member | Designation |
|---|---|
| Manuel V. Pangilinan | Chairman |
| Lance Y. Gokongwei | Member |
| Jose Ma. K. Lim | Member |
| Pedro E. Roxas | Member (Independent Director) |
RLD had 4 meetingsin 2015 to discuss:
- Review and approval of criteria for rank conferment
- Approval of candidates for rank conferment of Vice President and Senior Vice President
- Review of performance evaluation plan results
- Review of merit increase programs
- Review and endorsement of Annual Bonus Plan for 2016
- Review of Long-Term Incentive Plan
- Review of Toplighting Initiative’s core actions and key objectives
- Review of proposed Executive Rightsizing Policy
- Presentation and review of proposed succession planning programs
- Performance evaluation of President/CEO
5. Finance Committee (FinCom)
It reviews the financial operations of the Company and matters regarding acquisition of or investments in companies, businesses or projects.
| Finance Committee Charter | 1.1 MB | Download PDF |
The FinCom is composed of the following members:
| Member | Designation |
|---|---|
| Ray C. Espinosa | Chairman |
| Anabelle L. Chua | Member |
| James L. Go | Member |
| John L. Gokongwei, Jr. | Member |
| Manuel M. Lopez | Member |
| Pedro E. Roxas | Member (Independent Director) |
In its 11 meetings in 2016, the FinCom:
- Reviewed the unaudited consolidated quarterly financial statements and the audited consolidated annual financial statements of the Company
- Reviewed and endorsed the declaration of cash dividend
- Reviewed and discussed the regular Treasury update
- Reviewed and approved the Company’s cash optimization strategy
- Approved the renewal of credit lines and bonds
- Reviewed and endorsed the Company’s 2017 annual operating and capital expenditure budgets and the 2017 to 2021 medium-term business plan
- Reviewed and approved several service and supply agreements with contract value in excess of PhP50 Million each
- Reviewed and endorsed for approval certain Power Supply Agreements
- Reviewed and endorsed the partial divestment of the Company’s interest in a joint venture
- Reviewed and endorsed the additional capital call, surety bonds, capital infusions for subsidiaries
6. Risk Management Committee
This consists of 2 independent directors to assist the Board in its oversight role on the risk management process. The following activities were accomplished by the Committee:
- Reviewed management’s top business risks and discussed on going risk treatments
- Noted management’s short to medium term plans to streamline enterprise risk management integration in the annual strategic planning activities to institutionalize risk management functions at the subsidiaries and to develop a risk reporting dashboard that will facilitate reporting and monitoring of top risks and mitigation plans.
- Reviewed the effectiveness and certified the adequacy of the Company’s risk management system
The Risk Management Committee is composed of the following members:
| Member | Designation |
|---|---|
| Jose Maria K. Lim | Chairman |
| Pedro E. Roxas | Member (Independent Director) |
| Artemio V. Panganiban | Member (Independent Director) |
| James L. Go | Member |
| Lance Y. Gokongwei | Member |
7. Related Party Transaction Committee
This Committee is composed of 6 directors, 2 of whom are independent directors. It is tasked to review all material RPTs of the company.
The members of the RPT Com are the following:
| Member | Designation |
|---|---|
| Pedro E. Roxas | Chairman (Independent Director) |
| Artemio V. Panganiban | Member (Independent Director) |
| Anabelle L. Chua | Member |
| James L. Go | Member |
| Jose Maria K. Lim | Member |
| Lance Y. Gokongwei | Member |
