OFFICE OF THE CORPORATE SECRETARY
The Corporate Secretary ensures that the Board and the management follow internal and external rules and regulations, and facilitates clear communications between the Board and management. More importantly, the Company recognizes the mandate of the Office in championing the compliance of the Board and the Company with corporate governance practices and policies. For this purpose, the Office of the Corporate Secretary, under its own Charter, is mandated to coordinate with the Office of the Compliance Officer with regard to the formulation and implementation of the corporate governance practices of the Company, especially those relevant to and affecting the Board.  This is to ensure that sound corporate governance practices are embedded across the entire organization.

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 and timely information on the operations and affairs of the Company.

The roles of the Chairman and the President 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, 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, Gerardo C. Ablaza Jr., are not related to each other.

SUCCESSION PLANNING
The Board, with the assistance of the 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 the 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:

  1. assessment that gauges a talent’s business driver readiness and leadership competencies;
  2. creation of an Individual Development Plan that outlines possible developmental areas and stretched assignments; and
  3. coaching and mentoring sessions with the Management Committee.

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.

COMPLIANCE OFFICER
In accordance with the Manual, and in order to ensure adherence to the principles and best practices in corporate governance, the Board appoints a Compliance Officer whose primary role is to operationalize the Manual, and monitor overall compliance with its provisions and requirements. Moreover, the Compliance Officer is tasked with the duty to communicate with the SEC on matters relating to the Company’s compliance with the Manual and the clarification of matters required by the said Commission. Together with his primary function, the Compliance Officer is also tasked to oversee the implementation of the Company’s Code of Business Conduct and Ethics and the Related Party Transactions Policy.

Luis Juan B. Oreta, who is the Company’s Chief Finance Officer and Treasurer, is the Compliance Officer designated to ensure and confirm adherence of the Company to the best practices in corporate governance.

Luis Juan B. Oreta, who is the Company’s Chief Finance Officer and Treasurer, is the Compliance Officer designated to ensure and confirm adherence of the Company to the best practices in corporate governance.

CORPORATE GOVERNANCE OFFICE
The Legal and Corporate Governance Department (the “Department”) is the unit tasked to formulate and implement the initiatives and policies on corporate governance. The Department, on matters of corporate governance, reports directly to the Compliance Officer under the supervision of the Audit and Governance Committee. The Department has been active in the continuous reorientation of 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, honesty and fair dealing, and prompt and adequate disclosure of material information, among other policies.

Among the more important initiatives of the Department is the 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 Management on the current and best practices on corporate governance in the industry and globally.

INTERNAL AUDIT
The Internal Audit (IA) team conducts an independent, objective assurance and consulting activity designed to add value and improve an organization’s operations. It helps the organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.

The IA reports to the Audit and Governance Committee. It supports the Audit and Governance Committee in the effective discharge of its oversight role and responsibility. The audit team consists of either a Certified Public Accountant, Certified Internal Auditor, Certified Information Systems Auditor, Certified in Risk and Information Systems Control, Civil Engineer, Electrical Engineer, or a mix thereof.

Annually, a risk-based internal audit plan is prepared and approved by the Audit and Governance Committee. The IA conducts its activities guided by the Institute of Internal Auditors’ (IIA) Professional Practices Framework consisting of the International Standards for the Professional Practice of Internal Auditing (Standards), the Definition of Internal Auditing and the Code of Ethics. In June 2012, the Internal Audit function was rated “Generally Conforms” after a thorough third-party Quality Assessment Review (QAR) by the Institute of Internal Auditors Inc. The rating, considered the highest possible rating in connection with the QAR, confirmed that IA’s activities are conforming to and in compliance with the International Standards for the Professional Practice of Internal Auditing. The Standards requires that the external assessment be conducted at least once every five years.

CHIEF RISK OFFICER
The Chief Risk Officer (CRO) oversees the entire risk management function and leads the development, implementation, maintenance and continuous improvement of Enterprise Risk Management (ERM) Program processes and tools. The CRO is the Vice Chairman of the Risk Management Executive Committee (RMEC) which directs the Enterprise Risk and Insurance Management (ERIM) Department in facilitating the ERM process throughout Manila Water and in collecting and analyzing key business risk information for reporting to the RMEC.

ENTERPRISE RISK AND INSURANCE MANAGEMENT
The Enterprise Risk and Insurance Management (ERIM) Department is responsible for the sustained implementation of the Enterprise Risk Management Program of the Company and ensures that key risks are identified and managed by the respective risk owners. ERIM Department  is also responsible for managing the insurance program of the Company and provides oversight on the insurance program of the subsidiaries, with the objective of making the program optimal, cost-effective, risk-based and responsive to the Company’s needs.