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Corporate Governance
Manila Water prides itself in its Board of Directors (the “Board”), composed of highly competent individuals who are well recognized in their respective fields and in the business community. The Board provides a clear vision towards the formulation of sound corporate strategies, and oversees the systemization, improvement and upholding of transparency in governance. The Board provides guidance in achieving fairness and accountability in all major dealings of the Company, with the objective of protecting the interests of its stakeholders. In this connection, the Board fulfills certain key functions, including: reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing/approving major capital expenditures, acquisitions, and divestitures; monitoring the effectiveness of governance practices and making changes as needed; selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning; aligning key executive and board remuneration with the longer term interests of the Company and its stakeholders; ensuring a formal and transparent board nomination and election process; and monitoring and managing potential conflicts of interest of management, board members, shareholders and stakeholders, including misuse of corporate assets and abuse in related party transactions.
CORPORATE GOVERNANCE STRUCTURE
BOARD COMPOSITION
The Board has eleven (11) members who are elected by the stockholders during the annual stockholders’ meeting (ASM). All nominations to the Board are undertaken in accordance with the Manual of Corporate Governance (the “Manual”), amended Bylaws, the Charter of the Board, and the existing rules and regulations. Upon receipt of all nominations, the Nomination Committee convenes to evaluate the qualifications of nominees for election to the Board. In evaluating the nominations, the Nomination Committee adheres to the criteria for selection and the qualifications and disqualifications of directors set forth in the Manual, the Securities Regulations Code (SRC), the Revised Corporation Code, and those under existing laws, rules, and regulations. After deliberation, the Nomination Committee and the Board issue a resolution endorsing the election of the qualified nominees at the ASM. The members of the Board so elected at the ASM hold office for one year, and until their successors have been elected and qualified in accordance with the amended By-laws. The elected members of the Board are mandated to oversee the management of the Company, and, in the performance of their duties, must exercise their best and unbiased judgment to protect and promote the interest of the Company and its stakeholders.
PRINCIPLES AND PROCEDURES FOR NOMINATION AND ENDORSEMENT FOR ELECTION OF CANDIDATES TO THE BOARD OF DIRECTORS
Manila Water encourages the selection of a mix of competent directors, each of whom can add value and contribute independent judgment to the formulation of sound corporate strategies and policies. Manila Water values the inputs and opinions of each Director, ensuring that a Director shall not be discriminated upon by reason of gender, age, ethnicity, political, religious or cultural beliefs. Towards this end, the Board has adopted a policy of diversity in gender, age and ethnicity, as well as religious, political or cultural background. Through this policy, the Board encourages shareholders to nominate and select individuals who will promote diversity in the membership of the Board. Moreover, the Board ensures a formal and transparent board nomination and election process. Towards this end, the following procedure and principles are observed in the nomination of candidates for election to the Board:
Process of Endorsing Nominations
The Nomination Committee shall hold a meeting for the specific purpose of determining whether the nominees to the Board have all the qualifications and none of the disqualifications specified in the Manual, the SRC, the Revised Corporation Code, and the applicable laws, rules and regulations.
The Nomination Committee shall evaluate each and every nomination and for this purpose, may even make an inquiry with their professional networks and outside references.
The Nomination Committee shall undertake the process of identifying the quality of directors aligned with the Company’s strategic directions. Towards this end, the Committee shall confirm that all nominees for election have all the qualifications and none of the disqualifications to become directors, and that they have the competence and professional background that will enable them to perform their duties as directors of a highly regulated business as that of Manila Water. If the ground for disqualification of a nominated director becomes known prior to the scheduled annual stockholders’ meeting, the nominated director will not be endorsed for election at the stockholders’ meeting except when such disqualification is temporary and the same is cured or remedied prior to the scheduled stockholders’ meeting.
A director with temporary disqualification may still be endorsed by the Nomination Committee for election at the annual stockholders’ meeting subject to the sixty (60) day curing period, if the ground for temporary disqualification is capable of being cured. However, if the disqualification becomes permanent after endorsement by the Nomination Committee and before the annual stockholders’ meeting, the nominee shall be given the discretion to refuse his nomination. If the nominee is thereafter elected, or the disqualification becomes permanent during his term of office, the provisions of the Manual and the Revised Corporation Code on removal of directors shall apply.
QUALIFICATIONS OF DIRECTORS
General Qualifications:
A Director of the Company shall have the following general qualifications:
A Director of the Company shall have the following specific qualifications:
PERMANENT DISQUALIFICATIONS OF DIRECTORS
A Director with the following disqualifications shall never be nominated and/or elected to the Board, or if nominated and elected, shall be removed from office:
TEMPORARY DISQUALIFICATION OF DIRECTORS
The following are grounds for temporary disqualification of incumbent directors:
ROLES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Corporate Governance Manual provides that “The Board should have a Board Charter that formalizes and clearly states its roles, responsibilities and accountabilities in carrying out its fiduciary duties. The Board Charter should serve as a guide to the directors in the performance of their functions and should be publicly available and posted on the Company’s website.” The Charter of the Board implements the aforesaid provision of the Manual.
The Charter of the Board specifically:
Note: This portion no longer appears in the Charter of the Board:
“sets out the specific functions of the Chairman of the Board, emphasizing their separate roles and responsibilities”.
The Board’s Governance Responsibilities
INDEPENDENT DIRECTORS
In compliance with the requirements of the law, the Company’s Manual, and the rules and regulations of the SEC, the Company has four (4) independent directors as members of the Board. Under Article 3, Section 2 of the Revised Corporate Governance Manual, Independence is defined as “with respect to any person, the absence of any restrictions or limitations or freedom from any interests or relationships that would interfere with the exercise of impartial and objective judgment in carrying out the responsibilities of that person”.
A director is considered to be independent if he/she holds no interests or relationships with the Company that may hinder their independence from the Company or its management, which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The Company also subscribes to the requirements of independence under existing laws, rules and regulations, in particular, the SEC Memorandum Circular No. 16, Series of 2002. Hence, the Company ensures that its independent directors have all the qualifications and none of the disqualifications specified in the said SEC Memorandum Circular.
BOARD COMMITTEES
The Board is supported by the following committees, namely: Executive Committee, Audit Committee, Related Party Transactions Committee, Nomination Committee, Talent and Remuneration Committee, Board Risk Oversight Committee, Corporate Governance Committee, and the Committee of Inspectors of Ballots and Proxies. These Committees are required to report a summary of the actions taken on matters submitted to them for consideration at the next meeting of the Board of the Directors. Each of the Board Committees has its own charter that provides guidance on the manner by which its members and the committees should exercise their functions and mandates.
EXECUTIVE COMMITTEE
Corporate Governance Committee
Audit Committee
Related Party Transactions Committee
Nominations Committee
Talent and Remuneration Committee
Board Risk Oversight Committee
Committee of Inspector of Proxies and Ballots
Corporate Orientation and Corporate Governance Trainings for Directors
The members of the Board are required to regularly attend seminars and conferences to continuously update themselves on the developments in policy, regulations and standards on good corporate governance. These seminars may have themes on key environmental issues, risk management and sustainability. Under the Company’s Manual, the members of the Board are also provided with such resources, trainings and continuing education to enable each member to actively, independently and judiciously participate in Board and Committee meetings.
Newly elected members of the Board undergo orientation programs for them to have a working knowledge of the statutory and regulatory requirements affecting the Company. They are also required to keep abreast with industry developments and business trends in order that they may promote the Company’s competitiveness and sustainability. Attendance in a corporate governance seminar conducted by a duly recognized private or governmental institution is also a mandatory requirement prior to their assumption of office and during their term of office.
The Company also provides general access to training courses to its directors as a matter of continuous professional education as well as to enhance their skills as directors, and keep them updated in their knowledge and understanding of the Company’s business. The Board and Board Committees are also allowed to hire independent legal counsel, accountants or other consultants to advise them when necessary.
At every board meeting, directors are provided with a management update on the operational and financial status of, and other relevant matters, about the Company to ensure that the directors are continuously informed of new developments and the performance of the Company.
Upon assumption of office, a director appointed for the first time undergoes a corporate orientation program conducted by the Office of the Corporate Secretary. The corporate orientation program includes modules on the operations of the Company, as well as relevant contracts of the Company. The orientation also covers existing policies, rules and regulations of the Company. The curriculum of the orientation program may be revised as often as necessary to include other relevant subjects and matters relating to the Company. In addition to the corporate orientation program for new directors, the Office of the Corporate Secretary informs the Board of any updates on the matters covered by the orientation program. The corporate orientation program and updates are usually given during the regular meetings of the Board.
These programs notwithstanding, Manila Water encourages its directors to attend external trainings, courses or continuing professional education programs on corporate governance. The Directors are required to inform the Office of the Corporate Secretary of the trainings or courses attended for record and disclosure purposes.
Corporate Governance Programs Attended by the Board of Directors in 2019
Director |
Program |
Training Provider |
Date of Training |
---|---|---|---|
Fernando Zobel de Ayala |
Ayala Group Integrated Corporate Governance, Risk Management, and Sustainability Summit |
Institute of Corporate Directors |
August 9, 2019 |
Jaime Augusto Zobel de Ayala |
Ayala Group Integrated Corporate Governance, Risk Management, and Sustainability Summit |
Institute of Corporate Directors |
August 9, 2019 |
Jose Rene Gregory D. Almendras |
Ayala Group Integrated Corporate Governance, Risk Management, and Sustainability Summit |
Institute of Corporate Directors |
August 9, 2019 |
Gerardo C. Ablaza, Jr. |
Ayala Group Integrated Corporate Governance, Risk Management, and Sustainability Summit |
Institute of Corporate Directors |
August 9, 2019 |
Antonino T. Aquino |
Ayala Group Integrated Corporate Governance, Risk Management, and Sustainability Summit |
Institute of Corporate Directors |
August 9, 2019 |
Delfin L. Lazaro |
Ayala Group Integrated Corporate Governance, Risk Management, and Sustainability Summit |
Institute of Corporate Directors |
August 9, 2019 |
Jaime C. Laya |
Ayala Group Integrated Corporate Governance, Risk Management, and Sustainability Summit |
Institute of Corporate Directors |
August 9, 2019 |
Jose L. Cuisia, Jr. |
Ayala Group Integrated Corporate Governance, Risk Management, and Sustainability Summit |
Institute of Corporate Directors |
August 9, 2019 |
Sherisa P. Nuesa |
6th SEC-PSE Corporate Governance Forum |
Securities and Exchange Commission |
October 25, 2019 |
Oscar S. Reyes |
Corporate Governance Enhancement Session on 5G Technology Strategy and Governance: Market Trends and New Business Applications, Risks and Challenges; and Cyber Security: Protecting Critical Business Infrastructure |
PXP Energy Corporation |
September 26, 2019 |
BOARD MEETINGS
Under the Charter of the Board, the Board institutionalized a policy of holding at least six (6) meetings in a year. These include the organizational meeting of the Board which is held immediately after the Annual Stockholders’ Meeting. Under the By-laws, special meetings may be called by the Chairman, Vice Chairman, President or at the instance of a majority of the members of the Board.
The directors should attend and actively participate in all meetings of the Board, Committees, and Shareholders in person or through tele-/videoconferencing conducted in accordance with the rules and regulations of the SEC, except when justifiable causes, such as, illness, death in the immediate family and serious accidents, prevent them from doing so. In Board and Board Committee meetings, the director should review meeting materials and if called for, ask the necessary questions or seek clarifications and explanations.
To promote transparency, the presence of at least one (1) independent director in all meetings of the Board is required. However, the absence of an independent director shall not affect the quorum requirements if he is duly notified of the meeting but notwithstanding such notice fails to attend.
At least two-thirds (2/3) of the members of Board (as fixed in the Articles of Incorporation) shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except when a higher quorum is required in contracts binding on the Company.
In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is obtained.
The non-executive directors (NEDs) should have separate periodic meetings with the external auditor and heads of the internal audit, compliance and risk functions, without any executive directors present to ensure that proper checks and balances are in place within the Company. These meetings shall be chaired by the Lead Independent Director.
A director’s absence or non-participation in more than fifty percent (50%) of all meetings, both regular and special, of the Board during his incumbency, or any twelve (12) month period during said incumbency unless such absence was due to illness, death in the immediate family or serious accident is a ground for temporary disqualification in the succeeding election.
Board Attendance in Meetings
Name | Board Meetings Attended* | Total 2019 Remuneration# |
---|---|---|
Fernando Zobel de Ayala** |
9/9 |
₱3,200,000.00 |
Jaime Augusto Zobel de Ayala** |
9/9 |
₱2,700,000.00 |
Ferdinand M. dela Cruz** |
5/5*** |
₱2,325,000.00 |
Jose Rene Gregory D. Almendras** |
5/5***** |
₱1,275,000.00 |
Antonino T. Aquino |
9/9 |
₱3,300,000.00 |
Gerardo C. Ablaza, Jr. |
9/9 |
₱3,600,000.00 |
Delfin L. Lazaro** |
9/9 |
₱2,700,000.00 |
John Eric T. Francia** |
3/3**** |
₱1,700,000.00 |
Oscar S. Reyes |
9/9 |
₱3,650,000.00 |
Jaime C. Laya |
9/9 |
₱3,750,000.00 |
Sherisa P. Nuesa |
8/9## |
₱3,150,000.00 |
Jose L. Cuisia, Jr. |
9/9 |
₱4,000,000.00 |
TOTAL |
₱35,350,000.00 |
# Computation of Remuneration include retainer fees, compensation for attendance in board and board committee meetings, and Annual Stockholders’ Meetings Fees
## Sick leave on August 8, 2019.
* Exclusive of the Annual Stockholders’ Meeting held on April 17, 2019, and inclusive of the Meeting of the Non-Executive Directors held on November 26, 2019.
** Remuneration of Messrs. Fernando Zobel de Ayala, Jaime Augusto Zobel de Ayala, Ferdinand M. dela Cruz, Jose Rene Gregory D. Almendras, Delfin l. Lazaro, and John Eric T. Francia were paid directly to Ayala Corporation.
*** Mr. dela Cruz was a Director until August 31, 2019.
**** Mr. John Eric T. Francia was a Director until May 14, 2019.
***** Mr. Almendras was elected as a Director on May 14, 2019. He is not required to attend the meeting of the Non-Executive Directors as he is an Executive Director.
In 2019, a total of nine (9) meetings were held by the Board (exclusive of the Annual Stockholders’ Meeting), as follows:
Mr. Jose Rene Gregory D. Almendras, who became an Executive Director upon his appointment as President and Chief Executive Officer on August 8, 2019, was not a party to the meeting of the Non-Executive Directors held on November 26, 2019. Mr. Almendras was elected as Chairman of the Executive Committee following his appointment as Director on May 14, 2019. Effective September 1, 2019, Mr. Fernando Zobel de Ayala was elected as Chairman of the Executive Committee following the resignation of Mr. Almendras as its Chairman.
2019 Board of Directors’ Attendance in Committee Meetings
Executive Committee | Meetings Attended/Held |
---|---|
Fernando Zobel de Ayala* |
5/6 |
Ferdinand M. dela Cruz ** |
10/11 |
Gerardo C. Ablaza, Jr. |
12/12 |
Antonino T. Aquino |
12/12 |
John Eric T. Francia*** |
5/5 |
Jose Rene Gregory D. Almendras**** |
6/6 |
Sherisa P. Nuesa# |
2/2 |
* Mr. Zobel de Ayala served as member and Chairman of the Executive Committee from January 01, 2019 to May 14, 2019, and from September 01, 2019 to December 31, 2019.
** Mr. dela Cruz served as a member of the Executive Committee until August 31,2019.
*** Mr. Francia served as a member of the Executive Committee until May 13, 2019.
**** Mr. Almendras served as the Chairman of the Executive Committee from May 14, 2019 until August 31, 2019. He was a member of the Committee from September 01, 2019 until December 31, 2019.
# Ms. Nuesa became a member of the Executive Committee from August 08, 2019 until December 31, 2019.
Board Risk Oversight Committee | Meetings Attended/Held |
---|---|
Jaime C. Laya (Chairman) |
2/2 |
Oscar S. Reyes |
2/2 |
Jose L. Cuisia, Jr. |
2/2 |
Gerardo C. Ablaza, Jr. |
2/2 |
Corporate Governance Committee | Meetings Attended/Held |
---|---|
Sherisa P. Nuesa (Chairman) |
4/4 |
Jose L. Cuisia, Jr. |
4/4 |
Jaime C. Laya |
4/4 |
Nomination Committee | Meetings Attended/Held |
---|---|
Jose L. Cuisia, Jr. (Chairman) |
7/7 |
Oscar S. Reyes |
7/7 |
Jaime C. Laya |
7/7 |
Audit Committee | Meetings Attended/Held |
---|---|
Oscar S. Reyes (Chairman) |
5/5 |
Jose L. Cuisia, Jr. |
5/5 |
Jaime C. Laya |
5/5 |
Gerardo C. Ablaza, Jr. |
5/5 |
Talent and Remuneration Committee | Meetings Attended/Held |
---|---|
Jose L. Cuisia, Jr. (Chairman) |
5/5 |
Sherisa P. Nuesa |
5/5 |
Oscar S. Reyes |
5/5 |
Fernando Zobel de Ayala |
5/5 |
Related Party Transactions Committee | Meetings Attended/Held |
---|---|
Sherisa P. Nuesa (Chairman) |
3/3 |
Jose L. Cuisia |
3/3 |
Jaime C. Laya |
3/3 |
Committee of Inspectors of Ballots and Proxies | Meetings Attended/Held |
---|---|
Christian R. Catacutan |
1/1 |
Darwin L. Mendoza |
1/1 |
Representative from the External Auditor |
1/1 |
VISION, MISSION AND CORPORATE OBJECTIVES To ensure good governance of the Company, the Board is mandated under the Manual to formulate strategic objectives, key policies and procedures for the management of the Company. Furthermore, the Board has established the mechanism for monitoring and evaluating the performance of the Management, especially that of the President and CEO. Under its Charter, the Board is enjoined to periodically review the vision, mission, corporate strategic objectives and key policies of the Company to sustain the Company’s market competitiveness and enhance shareholder value. Accordingly, in its regular meeting held on November 20, 2018, the Board has confirmed the following mission and vision of the Company, as representative of its strategic and corporate objectives: VISION Our vision is to become a leader in the provision of water, used water and environmental services which will empower people, protect the environment and enhance sustainable development. MISSION Our mission is to create an exceptional customer experience in the provision of sustainable solutions vital to health and life. |
ANNUAL BOARD EVALUATION
The Board should conduct an annual self-assessment of its performance, including the performance of the Chairman, individual members and committees. Every three (3) years, the assessment should be supported by an external facilitator.
The Board’s annual performance evaluation covers the following:
In addition to the annual Board evaluation process, the Audit Committee adopted SEC Memorandum Circular No. 4 Series of 2012 on the Guidelines for the Assessment of the Performance of Audit Committees of Companies Listed on the Philippine Stock Exchange which took effect on June 30, 2012. Pursuant to this, an annual evaluation is also being conducted to assess the performance of the Audit Committee. These annual evaluation processes are facilitated by the Office of the Corporate Secretary in coordination with the Corporate Governance Committee.
OFFICE OF THE CORPORATE SECRETARY
The Corporate Secretary ensures that the Board and Management follow internal and external rules and regulations and facilitates clear communications between the Board and management. He also informs Management of latest corporate governance developments.
The Corporate Secretary is primarily responsible to the Company and its shareholders, and not to the Chairman or President of the Company and has, among others, the following duties and responsibilities:
MANAGEMENT
The Management is primarily responsible for the operations of the Company. As part of its accountability, the Management is required to provide the Board with adequate, regular and timely information on the operations and affairs of the Company.
The roles of the Chairman, and the President and CEO were made separate to ensure an appropriate balance of authority, increased accountability and greater capacity of the Board for independent decision-making.
The Manual requires the Company to disclose the relationship between the Chairman, and the President and CEO, if any, in its annual report to the SEC. The Chairman of the Board, Fernando Zobel de Ayala, and the President and CEO of the Company, Jose Rene Gregory D. Almendras, are not related to each other.
SUCCESSION PLANNING
The Board, with the assistance of the Talent and Remuneration Committee, the Nomination Committee and the Company’s Corporate Human Resources Group, has adopted a professional development program for employees, officers and senior management. Through competency management, the Company has put in place a process to determine the skills necessary for particular positions in the Company, and identifies key talents for purposes of succession. The Company’s Corporate Human Resources Group has developed a Talent Master Plan to determine optimal organizational structuring, recruitment strategies, performance evaluation methodologies, total rewards management and career development. These are all geared to attract, retain and engage the Company’s employees, officers and senior management, and to cultivate them to become the Company’s future business leaders.
The development of a leadership talent pool is crucial to the success of Manila Water in the future. Hence, it is one of the top strategic priorities of the Company. For the succession of the top key management positions, the Company has formed an Acceleration Pool composed of selected high potential key talents within the organization.
Talents identified to be part of the Acceleration Pool undergo the following:
The Management Committee is composed of the top key executives of the Company from the President/CEO to those occupying positions equivalent to Vice Presidents.
THE COMPLIANCE OFFICER
The Compliance Officer is a member of the Company’s management team in charge of the compliance function. Similar to the Corporate Secretary, he/she is primarily liable to the Company and its shareholders, and not to the Chairman or President of the Company.
The Compliance Officer has, among others, the following duties and responsibilities:
THE CORPORATE GOVERNANCE OFFICE
The Legal and Corporate Governance Department (the “Department”) is the unit tasked to formulate and implement the initiatives and policies on good corporate governance. The Department, on matters of corporate governance, reports directly to the Compliance Officer under the supervision of the Corporate Governance Committee. The Department has been active in the continuous conduct of orientation to all Manila Water employees and business partners on the Company’s governance policies, particularly on matters contained in the Manual and the Code of Business Conduct and Ethics, such as transparency, whistle blower policy, honesty and fair dealing, and prompt and adequate disclosure of material information, among other policies.
Among the mandates of the Department is the continuous identification of gaps and challenges on corporate governance practices across the organization. This allows the Department to propose improvements on the Company’s policies based on international corporate governance standards. Finally, the Department, in coordination with the Office of the Corporate Secretary, also provides timely updates to the Board and the Management on the current and best practices on corporate governance in the industry and globally.
THE INTERNAL AUDIT
The Internal Audit (IA) team conducts an independent, objective assurance, and consulting activity designed to add value and improve the organization’s operations.
The internal audit activity will govern itself by adherence to the Institute of Internal Auditor’s mandatory guidance including the Definition of Internal Auditing, the Code of Ethics, and the International Standards for the Professional Practice of Internal Auditing (Standards). This mandatory guidance constitutes principles of the fundamental requirements for the professional practice of internal auditing and for evaluating the effectiveness of the internal audit activity’s performance.
The Internal Audit;
THE CHIEF RISK OFFICER
In managing the Company’s Risk Management System, the Company shall have a Chief Risk Officer (CRO) who is the ultimate champion of Enterprise Risk Management (ERM). The CRO shall have adequate authority, stature, resources and support to fulfill his/her responsibilities, in accordance with the Company’s size, risk profile and complexity of operations.
The CRO shall provide support to the Board Risk Oversight Committee. For this purpose, there shall be a clear communication line between the Board Risk Oversight Committee and the CRO.
The CRO Supervises the entire ERM process and spearheads the development, implementation, maintenance and continuous improvement of ERM processes and documentation; communicates the top risks and the status of implementation of risk management strategies and action plans to the Board Risk Oversight Committee; collaborates with the CEO in updating and making recommendations to the Board Risk Oversight Committee; suggests ERM policies and related guidance, as may be needed; and provides insights if risk management processes are performing as intended; reported risk measures are continuously reviewed by risk owners for effectiveness; and if established risk policies and procedures are being complied with.
THE CHIEF SUSTAINABILITY OFFICER
The Chief Sustainability Officer (CSO) ensures that environmental, social and governance issues and challenges of the Company are discussed at the Board and are well communicated to all stakeholders.
On April 24, 2019, the Metropolitan Waterworks and Sewerage System (MWSS) imposed a penalty of P534.05 million on the Company as outlined in Section 10.4 of the Concession Agreement. The Company was also requested to set aside funds amounting to P600 million for the development of a medium-to-long water source for the East Zone.
On September 18, 2019, the Company received a copy of the decision from the Supreme Court upholding the complaint of the Pollution Adjudication Board (PAB) that the Company, Maynilad Water Services, Inc. (Maynilad), and the Metropolitan Waterworks and Sewerage System (MWSS) (the “Petitioners to the complaint”) violated Section 8 of Republic Act No. 9275 or the Philippine Clean Water Act of 2004. In the ruling of the Supreme Court, the Company was adjudged jointly and severally liable with the MWSS for the total amount of P921.5 Million. A similar ruling was adjudged on Maynilad. In addition, from finality of said Decision until payment of said amount, the Petitioners to the complaint shall be fined P322,102 a day, subject to a further ten percent (10%) increase every two (2) years until full compliance with Section 8 of the Philippine Clean Water Act. The Petitioners to the complaint have filed their respective Motion for Reconsideration with the Supreme Court. Said motion is currently pending resolution.
The CSO also leads new initiatives and cross-functional teams and understands how to translate external factors into internal opportunities. It also ensures that business growth and strategies take into account the environmental and social impacts.
On September 27, 2019, during its Regular meeting, the Board of Directors approved the appointment of Mr. Mark Tom Q. Mulingbayan as the Company’s Chief Sustainability Officer following the endorsement of the Nomination Committee.
THE CORPORATE GOVERNANCE MANUAL
The Manual aims to improve, systematize, and make the Company’s governance transparent, and demonstrate the Company’s commitment to good governance, by developing and furthering:
The Manual principally contains the corporate governance structure of the Company, recognizes and safeguards the rights of every shareholder, and promotes shareholders’ rights, particularly the rights to information and to participate in the governance process. It supplements and complements the Articles of Incorporation and By-Laws of the Company.
Pursuant to the SEC Memorandum Circular No. 19, Series of 2016 on the Code of Corporate Governance for Publicly Listed Companies, the Company adopted a new Manual of Corporate Governance and submitted the same.
The Compliance Officer is primarily tasked to operationalize the Manual by putting in place the appropriate policies in coordination with the Corporate Secretary and the relevant Board Committees and to monitor compliance with the provisions and requirements of the Manual and the Company policies on corporate governance, as well as the rules and regulations of the regulatory agencies.
As a key policy, the members of the Board and key executives of the Company are required to disclose to the Board any material interest, whether direct or indirect, that they may have in any transaction or matter that directly affects the Company. The Company commits, at all times, to adequately and timely disclose all material information that could potentially affect Manila Water’s share price and such other information that are required to be disclosed pursuant to the Securities Regulations Code (SRC) and its Implementing Rules and Regulations (IRR) and other relevant laws. This information includes, but is not limited to, results of earnings, acquisition or disposal of significant assets, off-balance sheet transactions, changes in Board membership, as well as, changes in shareholdings of majority shareholders, directors and officers, and related party transactions.
The Company also discloses its corporate governance practices, corporate events, calendar and other material information on its website in a timely manner.
The directors are required to comply with all disclosure requirements of the Manual and the SRC and its IRR, and to voluntarily disclose any conflict of interest, whether actual or potential, upon its occurrence. The disclosure of any conflict of interest, including related party transactions, is required to be made fully and immediately. In cases where related party transactions exist, it is the Company’s policy that complete information on such transaction be immediately disclosed, and, if a director or officer is involved, the director or officer concerned shall not be allowed to participate in the decision-making process. The policy also mandates that a director who has a continuing conflict of interest of a material nature shall be required to resign, or if the Board deems appropriate, be removed as a member of the Board.
The Company’s Manual is continuously being revised in accordance with the directives and issuances of the SEC and to comply with the highest standards of corporate governance. The latest revisions to the Manual was approved and ratified by the Board on November 26, 2019.
RELATED PARTY TRANSACTIONS
As a general rule, the Company shall avoid Related Party Transactions (RPT). In instances where RPTs cannot be avoided, the Company shall disclose all relevant information on the same, including information on the related or affiliated parties and the affiliation of directors and principal officers.
The Company and its subsidiaries shall enter into any related-party transactions solely in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements, and subject to appropriate corporate approvals and actions of the Company or the Related Parties, as the case may be. Any related-party transactions entered into by the Company or its Affiliates shall be in accordance with applicable law, rules and regulations and this Policy.
Disclosure Requirements:
Guidelines Prior to entering into an RPT:
CODE OF BUSINESS CONDUCT AND ETHICS
The Code of Business Conduct and Ethics provides the standards for professional and ethical behavior, as well as articulate acceptable and unacceptable conduct and practices in internal and external dealings. The Code should be properly disseminated to the Board, senior management and employees. It should also be disclosed and made available to the public through the Company website. The Board should ensure the proper and efficient implementation and monitoring of compliance with the Code of Business Conduct and Ethics and internal policies.
This Code of Business Conduct and Ethics shall be the guiding principle and shall apply to all directors, officers and employees when transacting business on behalf of the Company.
The directors, officers and employees shall be accountable to the Company, discharge their duties with utmost honesty, integrity and competence, and at all times, follow the highest standards of business conduct and ethics.
The Code addresses the issues and relationships between and among the Company’s directors, officers and employees, and its customers, suppliers, business partners, government offices and other stakeholders. The code covers the Company’s policies on Honesty and Fair Dealing, Conflict of Interest, Corporate Entertainment/Gifts, Insider Trading, Disclosure, Creditor Rights, Anti-Corruption, and Anti-Sexual Harassment.
Honesty and Fair Dealing to Diversity in Board Membership
The Implementing Guidelines on the Reporting of Fraudulent or Dishonest Acts are contained in the Whistle Blower Policy of the Company.
THE WHISTLE BLOWING POLICY OR POLICY FOR REPORTING OF FRAUDULENT OR DISHONEST ACTS
The whistle blowing policy provides a framework where employees may freely communicate their concerns about illegal or unethical practices, without fear of retaliation and to have direct access to an independent member of the Board or a unit created to handle whistle blowing concerns.
Directors, Officers and employees are required to immediately report all suspected or actual fraudulent or dishonest acts to the Board, in case of directors, and to the Compliance Officer in case of Officers and employees. The Company shall promptly identify and investigate any suspected fraudulent or dishonest acts. Without prejudice to applicable administrative sanctions, the Company may pursue civil and/or criminal actions against Directors, Officers and employees as may be warranted.
A Whistle Blower Committee is the committee commissioned and empowered under this policy to receive, process, and resolve whistle blower reports and complaints. This committee shall be composed of the Compliance Officer as the Chairman, the Chief Audit Executive, the Chief Legal Counsel, and a senior ranking manager from the Corporate Human Resources Group. The duties and responsibilities of this committee is provided in the policy.
Whistle blowers can initiate reports and complaints through in-person meetings or through any of the following channels: electronic mail; registered or regular mails, website of the Company, telephone call, and facsimile, as may be made available from time to time.
The Whistle blower shall be protected from any form of retaliation or discrimination by the concerned person, his co-employees or superiors. All Whistle blower complaints and reports including the identity of the whistle blower, witnesses and employees named in the Complaint and the report, as well as the activities and investigations undertaken pursuant to this Policy, will be treated in a confidential and sensitive manner, unless the Company is otherwise required or compelled by law or order of competent authority to release the information.
A copy of the Whistle Blower Policy and the Implementing Guidelines on Reporting of Fraudulent or Dishonest Acts is available for download at the Company’s website.
CONFLICT OF INTEREST
A conflict of interest arises when a Director, or an Officer or employee appears to have a direct or indirect personal or financial interest in any transaction, which may deter or influence him from acting in the best interest of the Company. It is not required that there be an actual conflict, it is only required that there could be perceived or seen to be a conflict by an impartial observer.
When an actual or apparent conflict of interest arises, a Director must inform the Board, and the Officer or employee must immediately inform his immediate supervisor or the Compliance Officer. Such Director, Officer or employee should not participate in, or in any way seek to influence, any negotiations, or decisions pertaining to the transaction, which is the subject of interest.
The Director, Officer or employee must also file a Conflict of Interest Report with the Board in case of a director or to the immediate supervisor and the Office of the Compliance Officer in case of an officer or employee. The report shall indicate a brief description of the conflict, the date when the Board, or immediate supervisor and the Office of the Compliance Officer were notified, and the action taken on the conflict.
All contracts/arrangements by directors, officers and employees, and their relatives that violates this policy on conflict of interest shall be terminated immediately and correspondingly reported to the Office of the Compliance Officer, for appropriate action under the Code.
CORPORATE ENTERTAINMENT AND GIFTS
Directors, Officers and employees shall strictly follow the principles of highest ethical business standards and comply with all relevant laws and regulations.
Towards this end, Directors, Officers and employees shall not accept corporate entertainment/gifts with an approximate value of more than Three Thousand Pesos (P3,000.00) or anything that can or can be viewed to influence the manner on which a director, officer or employee may discharge his duties.
Within five (5) business days from receipt of corporate entertainment and gifts, directors, officers and employees are required to submit a report to the Board, in case of directors, or to their immediate supervisor and the Office of the Compliance Officer, in case of officers and employees. The report shall identify the giver, date of receipt, and type and approximate value of the corporate entertainment/gifts received.
INSIDER TRADING
All Directors, Key Officers, employees, consultants, advisers of the Company, and members of the immediate families of directors and key officers who are living in the same household as the directors and key officers (the “Covered Persons” who have direct or indirect knowledge, from time to time, of material facts or changes in the affairs of the Company, which have not been disclosed to the public, including any information likely to affect the market price of the Company’s shares, shall:
All Covered Persons shall be restricted from trading the Company’s securities during the following blackout periods:
All Covered Persons are required to report their trades on a quarterly basis to the Office of the Compliance Officer.
A copy of the form used to report trading activities is found in Annex C of the Revised Corporate Governance Manual and is available for download at the Company’s website.
DISCLOSURE
The Company hereby adopts a policy of prompt and adequate disclosure of all material facts or changes in the affairs of the Company including any information likely to affect the market price of the Company’s shares to give a fair and complete picture of the Company’s financial condition, results and business operations.
The Company shall ensure transparency of information to its shareholders, stakeholders and the public. It shall regularly and truthfully update its shareholders, stakeholders and the public on its financial and operational results, business prospects and all other relevant information.
The Company shall fully comply with all the disclosure and reporting requirements of the SEC, PSE and all other government and regulatory agencies.
Directors, Officers and employees shall not knowingly misrepresent or cause others to misrepresent information relating to the Company to government and regulatory agencies, independent auditors, the media or any other person.
No Director, Officer or employee shall disclose any confidential information obtained from the Company for personal gain or for the advantage of any other person. This prohibition shall include investment in securities and association with a competitor, customer or supplier of the Company.
CREDITOR RIGHTS
The Company values its partnership with its creditors. The Company shall at all times, strictly comply with its covenants under its agreements with its creditors.
No distribution or disposal of assets of the Company shall be made except:
ANTI-CORRUPTION
The Company strictly prohibits giving or facilitating payments to any private or government officials or employees, their agents or intermediaries in order to expedite or secure performance of any governmental action, or to gain any perceived or actual favor or advantage from any private or government entities. The Company must ensure that it and its directors, officers and employees fully comply with the laws governing bribes, unlawful payments and other corrupt practices.
ANTI-SEXUAL HARASSMENT
The Company values the dignity of every individual, promotes the enhancement of the development of its human resources, guarantees full respect for human rights, and uphold the dignity of its stakeholders, customers, workers, employees, applicants for employment, students or those undergoing training, instruction or education.
The Company shall ensure that its directors, officers and employees subscribe strictly to this policy. All forms of sexual harassment shall be dealt with appropriately and in accordance with the applicable and all relevant laws, rules and regulations on the subject matter.
Sexual Harassment means unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature.
DIVERSITY IN BOARD MEMBERSHIP
Manila Water encourages the selection of a mix of competent directors, each of whom can add value and contribute independent judgment to the formulation of sound corporate strategies and policies. The Company values the inputs and opinions of each director, ensuring that a Director shall not be discriminated upon by reason of gender, age, ethnicity, or political, religious or cultural beliefs.
PROCUREMENT POLICIES
Officers and employees involved in the procurement process for services, materials, supplies, and equipment for Manila Water are required to comply with the Procurement Policies. The objectives of the Procurement Policies are to promote transparency in the procurement process, and to afford vendors equal access to business opportunity with Manila Water, to the end view of enhancing vendor participation and the interest of Manila Water.
THE VENDOR’S CODE OF CONDUCT
The Vendors’ Code of Conduct sets out the rules that will guide the Company’s vendors in the performance of their obligations and/or in transacting business with the Company, thus avoiding acts contrary to standards, policies, laws and morals. As business partners of the Company, its vendors are expected to act with utmost integrity, efficiency, and competence in performing awarded contracts and/or delivering ordered products. Moreover, they should demonstrate a strong sense of responsibility for public safety and interest that will ultimately promote and protect the good name of the Company. The Vendors’ Code of Conduct is deemed incorporated in the contracts of Manila Water with its suppliers, vendors and contractors.
The Vendor’s Code of Conduct is found in Appendix 9 of the Revised Corporate Governance Manual and is available for download at the Company’s website.
ENTERPRISE RISK MANAGEMENT POLICY
Manila Water has established an Enterprise Risk Management (ERM) Program which aims to use a globally accepted approach in managing imminent and emerging risks in its internal and external operating environments. Under the ERM Program, the Company shall appropriately respond to risks and manage them in order to increase shareholder value and enhance its competitive advantage.
In line with best corporate governance practices and to ensure effective management of strategic, operational, financial and compliance-related risks, the Board of Directors of Manila Water Company, Inc. created the Board Risk Oversight Committee to provide assistance in fulfilling the Board’s oversight responsibilities in relation to risk governance in the Company.
SAFETY, HEALTHY AND WELFARE POLICY
Manila Water is committed to achieving customer satisfaction, upholding environmental sustainability, and ensuring safety, preservation of life and health of its employees and all stakeholders.
To achieve these objectives, it is the policy of Manila Water to:
STOCKHOLDERS’ RIGHTS
It is the duty of the Board to promote stockholder rights, remove impediments to the exercise of stockholder rights and provide effective redress for violation of their rights.
Right to Notice of Meetings and Right to Attend Meetings
To promote transparency and goodwill, it is a Company policy to encourage the attendance of all its stockholders, including minority and non-controlling, and institutional investors, at the stockholders’ meeting of the Company. The Board should encourage active shareholder participation by sending the Notice of Annual and Special Shareholders’ Meeting with sufficient and relevant information at least twenty-eight (28) days before the scheduled meeting.
Unless otherwise provided by law or the By-laws, stockholders as of Record Date constituting at least a majority of the outstanding voting capital stock of the Company is necessary to constitute a quorum. The stockholders may be present in person or represented by proxy.
Right to Appoint a Proxy
The stockholders shall be apprised ahead of time of their right to appoint a proxy if they cannot attend their meetings in person. Subject to the requirements of the By-laws, the exercise of that right shall not be unduly restricted and any reasonable doubt about the validity of a proxy should be resolved in the stockholder’s favor.
Right to Propose the Holding of Meetings and to Propose Agenda Items
All stockholders including minority and non-controlling, have the right to propose the holding of a meeting as well as the right to propose items in the agenda of the meeting, provided that the items proposed are for legitimate business purposes, all in accordance with the By Laws and the existing laws.
With regard to the right of stockholders to propose agenda items, the Company shall ensure the exercise of the right including in the notice and agenda of stockholders meeting an item for the consideration of such other business as may properly come before the meeting.
Right to Make Nominations to the Board of Directors
Every stockholder, including non-controlling and minority, has a right to submit a nomination for election to the Board. The stockholders, in making their nominations, or the Company, are encouraged to make use of professional search firms or external sources of candidates when searching for candidates to the Board.
Voting Right and Right to Participate at Stockholders Meetings
Dividend Rights
The Company continues its practice of offering its shareholders an equitable share of the Company’s profits. Stockholders have the right to receive dividends subject to the requirements of existing laws and contractual covenants on dividend declaration, and the dividend payout policy of the Company. In 2013, the Board of Directors confirmed its dividend payout policy which entitles holders of common shares and participating preferred shares to annual cash dividends equivalent to 35 percent of the prior year’s net income payable at least semi-annually, on such dates as may be determined by the Board of Directors, subject to applicable rules and regulations on record dates and payment dates. The participating preferred shares participate in the earnings at a rate of 1/10 of the dividends paid to a common share.
As a matter of policy, payment dates of dividends declared are fixed within thirty (30) days from date of declaration. In 2019, the company declared P2.243 billion as dividends.
Pre-Emptive Right
All stockholders have pre-emptive rights or the right to subscribe to new shares of the Company, unless there is a specific denial of this right in the Articles of Incorporation or any amendment thereto in relation to the feature of a particular class of share.
The Articles of Incorporation may provide the specific rights and powers of shareholders with respect to the particular shares they hold, all of which are protected by law so long as they are not in conflict with the Corporation Code.
Right to Information and Inspection
In addition to regular posting and disclosures of material information at the Company website, a shareholder shall be provided with periodic reports on relevant information about the Company upon written request for a legitimate purpose. Shareholders shall be allowed to inspect corporate books and records , including minutes of Board Meetings and stock registries in accordance with the Corporation Code and shall be provided an annual report, including financial statements.
Appraisal Right
In accordance with the Corporation Code, shareholders may exercise appraisal rights under the following circumstances:
Quorum and Voting Procedures at the Stockholders’ Meetings
Under the Company’s By-Laws, the affirmative vote of stockholders as of the record date constituting at least a majority of the outstanding voting capital stock of the Company is necessary to approve matters requiring stockholders’ action, unless otherwise provided for under existing laws, with the exception of the following corporate acts and measures which must be ratified and/or approved by the stockholders representing or constituting at least two thirds (2/3) of the outstanding capital stock of the Company:
For the election for directors, every stockholder shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates.
Voting shall be by poll. Stockholders may opt for manual or electronic voting either in person or by proxy. For manual voting, each stockholder will be given a ballot upon registration to enable the stockholder to vote in writing per item in the agenda.
For electronic voting, there will be computer stations placed outside the Ballroom where stockholders may cast their votes electronically. Both the paper ballot and computer platform for electronic voting will contain the proposed resolutions for consideration by the stockholders and each proposed resolution will be shown on screens in front of stockholders as the same is taken up at the meeting. Stockholders may cast their vote anytime during the meeting.
In addition, a stockholder may vote electronically in absentia using the online web address provided by the Company subject to validation purposes. A stockholder voting electronically in absentia shall be deemed present for purposes of quorum. All votes will be counted and tabulated by the Office of the Corporate Secretary and the Committee of Inspectors of Ballots and Proxies. The results of voting will be validated by SGV & Co., the independent party appointed for the purpose.
For the election of the eleven (11) members of the Board of Directors, the eleven (11) nominees receiving the highest number of votes will be declared elected as directors of the Company. However, if there are only eleven (11) nominees, all nominees shall be declared elected upon approval of motion.
PUBLIC OWNERSHIP
The Company is compliant with the requirement of the PSE on minimum public ownership with 55.89 percent of its shares subscribed and owned by the public as of December 31, 2019. In compliance with the requirements of the PSE, the Company regularly and timely discloses its public ownership report and immediately makes a public disclosure of any change thereon.
Summary of Legal and Beneficial Ownership of the Board, Key Officers, and Major Shareholders
Name | Number of Shares Owned as of December 31, 2019 | Class of Shares | Number of Shares Owned as of December 31, 2018 | Class of Shares |
---|---|---|---|---|
Fernando Zobel de Ayala |
1 |
Common |
1 |
Common |
Jaime Augusto Zobel de Ayala |
1 |
Common |
1 |
Common |
Jose Rene Gregory D. Almendras |
5,000 |
Common |
N.A. |
Common |
Gerardo C. Ablaza, Jr. |
4,126,078 |
Common |
4,126,078 |
Common |
Antonino T. Aquino |
12,749,543 |
Common |
12,749,543 |
Common |
Delfin L. Lazaro |
1 |
Common |
1 |
Common |
Jaime C. Laya (ID) |
59,800 |
Common |
19,800 |
Common |
Sherisa P. Nuesa (ID) |
5,093,607 |
Common |
5,093,607 |
Common |
Jose L. Cuisia (ID) |
1 |
Common |
1 |
Common |
Oscar S. Reyes (ID) |
330,001 |
Common |
330,001 |
Common |
Ferdinand M. dela Cruz1 |
N.A. |
N.A. |
2,965,686 |
Common |
John Eric T. Francia2 |
N.A. |
N.A. |
1 |
Preferred |
Name | Number of Shares Owned as of December 31, 2019 | Class of Shares | Number of Shares Owned as of December 31, 2018 | Class of Shares |
---|---|---|---|---|
Solomon M. Hermosura |
50,100 |
Common |
50,100 |
Common |
Virgilio C. Rivera, Jr. |
3,265,058* |
Common |
2,242,795 |
Common |
Abelardo P. Basilio |
1,069,700*** |
Common |
1,069,200 |
Common |
Ma. Cecilia T. Cruzabra |
N.A. |
N.A. |
N.A. |
N.A. |
Esmeralda R. Quines |
707,590 |
Common |
837,590 |
Common |
Janine T. Carreon |
514,800** |
Common |
514,800 |
Common |
Liwayway T. Sevalla |
63,000* |
Common |
63,000 |
Common |
Maidy Lynne B. Quinto |
175,000** |
Common |
140,000 |
Common |
Arnold Jether A. Mortera3 |
342,900** |
Common |
N.A. |
N.A. |
Robert Michael N. Baffrey4 |
470,723** |
Common |
N.A. |
N.A. |
Evangeline M. Clemente5 |
312,400** |
Common |
N.A. |
N.A. |
Geodino V. Carpio6 |
N.A. |
N.A. |
1,961,100 |
Common |
Thomas T. Mattison7 |
N.A. |
N.A. |
474,100 |
Common |
1Mr. Ferdinand M. dela Cruz resigned as Director, President & Chief Executive Officer (CEO) effective August 31, 2019.
2Mr. John Eric T. Francia resigned as Director effective May 14, 2019.
3Mr. Arnold Jether A. Mortera was appointed as Acting Group Director for Corporate Operations during the Organizational Meeting of the Board held on April 22, 2019.
4Mr. Robert Michael N. Baffrey was appointed as Acting Group Director for Subsidiary Operations on July 1, 2019and took effect on July 16, 2019.
5Ms. Evangeline M. Clemente was appointed as Acting Group Director for Strategic Asset Management on July 17, 2019 and took effect on August 1, 2019.
6Mr. Geodino V. Carpio resigned as Chief Operating Officer (COO) for Manila Water Operations on April 16, 2019.
7Mr. Thomas T. Mattison resigned as Group Director for Corporate Operations effective April 22, 2019.
*Indirectly owned/ESOWN
**Includes indirectly owned/ESOWN
***Includes shares held through PCD Nominee Corporation and ESOWN
INDEPENDENT EXTERNAL AUDITOR AND ITS REMUNERATION
In the last ASM held on April 22, 2019, the stockholders approved the appointment of Sycip Gorres Velayo and Company (SGV & Co.) as external auditor of the Company for an audit fee of P2,200,000 exclusive of value-added taxes and out of pocket expense. Prior to the stockholders’ meeting, the Audit Committee endorsed, and the Board approved, the endorsement of SGV & Co. for appointment as the external auditor of the Company.
The external auditor of the Company is tasked with the audit of the Company’s annual financial statements. Where the Company engages the services of SGV & Co. for non-audit services or consultancy, the Company, as a matter of policy, ensures that the fees received by SGV & Co. on such non-audit services are not more than the approved audit fees in order not to impair the external auditor’s independence which should be maintained at all times to assure the stockholders of the integrity of the Company’s financial reports.
The External Auditor shall (a) perform fair audits independently from the Company, its management and controlling shareholders, so that shareholders and other users may maintain confidence in the Company’s accounting information; (b) check whether any fact conflicts with the audit results in the information disclosed regularly with the audited financial statements, and demand correction, if necessary; (c) attend the annual stockholders meeting and answer any questions on audit reports and on themselves, their work and their remuneration; and (d) perform such other functions as may be approved by the Audit Committee in the engagement of the external auditor, provided, however, that non-audit work shall not be in conflict with its functions as external auditor.
External Audit Fees | Audit and Audit-Related Fees of the Company | ||
---|---|---|---|
2019 | 2018 | ||
Audit Fees |
P2,200,000.00 |
P2,100,000.00 |
|
Tax Fees |
₱178,400.00 |
- |
|
Non-Audit Fees1 |
₱997,000.00 |
₱261,970.00 |
|
TOTAL |
₱3,375,400.00 |
₱2,361,970.00 |
1 Includes proxy validation, validation of ASM votes, Loan Compliance report and training.
In the pursuit of the Company’s thrust to continuously improve awareness of best practices in the conduct of its business and operations especially in corporate governance across the organization, including dealings with its business partners and customers, Manila Water constantly updates its website, www.manilawater.com, with a section dedicated to corporate governance and investor relations.
The Corporate Governance section of the website contains all disclosures made by the Company to the PSE and SEC, as well as its Manual, the Code, the Charters of the Board and its Committees, the various corporate governance policies and other matters and information of relevance to the stockholders and all stakeholders.
The Company discloses its corporate governance practices, corporate events calendar, and other material information on its website in a timely manner.
The Investor Relations section houses all information that may be required by the investors, stockholders and stakeholders. The site has been enhanced to be user-friendly and is accessible to the public at all times.
CORPORATE GOVERNANCE RECOGNITION AND AWARDS
The Company’s commitment to uphold the highest standards of good corporate governance has again been confirmed and recognized through the prestigious awards it has received. On June 11, 2019, the company received a 3-star arrow recognition from the Institute of Corporate Directors for its performance rating against the 2018 ASEAN Corporate Governance Scorecard. In 2018, it was also named as one of ASEAN’s Top 50 Publicly Listed Companies on Corporate Governance at the 2018 ASEAN Corporate Governance Awards, Top 10 Philippine Publicly Listed Companies, and Top 5 Industry Sector by the Institute of Corporate Directors, and Platinum Awardee for Excellence in Environmental, Social and Governance Practices by the Asset.