The Company’s Manual is continuously being revised in accordance with the directives and issuances of the SEC. The latest amendment to the Manual was in June 2014, in compliance with SEC Memorandum Circular No. 9 Series of 2014. The revisions to the Manual strengthened the protection of shareholders and stakeholders, particularly the minority, through:
- the inclusion of additional provisions on transparency on business operations;
- communication of important information from Management to the Board and from the Board to the shareholders and stakeholders;
- disclosures on and evaluation of directors’ and Management’s performance;
- qualifications and disqualifications of directors;
- participation of independent directors in all meetings of the Board; and
- full and consistent compliance with financial, legal, and regulatory requirements.
The Manual is available for download at the Company’s website.
RELATED PARTY TRANSACTIONS
To further instill the Company’s policies on Related Party Transactions, the Board adopted the Policy on Related Party Transactions (the “Policy”). The Policy confirms that 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, which shall be 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.
Related party transactions entered into by the Company with one or more of its directors or officers are voidable at the option of the Company, unless the transaction is deemed fair and reasonable under the circumstances and conducted at arm’s length.
The policy provides for the process of approving related party transactions, as well as the implications for violations. In addition, the Policy prohibits related party transactions involving loans and/or financial assistance to a director and loans and/ or financial assistance to members of the Management, except when allowed pursuant to an established Company benefit or plan.
Under the Policy, the approval of the Related Party Transactions Committee is required for material related party transactions.
CODE OF BUSINESS CONDUCT AND ETHICS
The Company’s commitment to the highest standards of ethics, good governance, competence and integrity was institutionalized through the Code of Business Conduct and Ethics (the “Code”). 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 was revised in 2014, which re-confirmed the Company’s commitment to these high standards. Copies of the Code have been distributed to all directors, officers and employees of the Company to inform them of the basic mandates and policies of the Company under the Code.
Any director, officer or employee who commits a violation of the Code shall be subject to disciplinary action, without prejudice to any civil or criminal proceedings that the Company or regulators may file for violation of existing laws. The Office of the Compliance Officer is responsible for implementing and monitoring compliance with the Code, and shall also have the authority to decide any issues that may arise in connection with the implementation of the Code.
Honesty and Fair Dealing
- Mandates that directors, officers and employees shall not engage in any unfair dealing practices, such as taking advantage of anyone through abuse of confidential information, manipulation, concealment, misrepresentation or other similar acts.
Reporting of Fraudulent or Dishonest Acts (the Whistle Blower Policy)
- Provides for procedures to be followed to encourage all covered persons to report fraudulent or dishonest acts in order to protect the good name and reputation of the Company, and in the process, discourage the commitment of such acts.
- 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 immediate supervisor or to the Office of 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.
- To ensure protection of the reporter from any form of retaliation or discrimination, the identity of the person making the report and the contents of the report shall be kept confidential to the extent legally permissible.
Conflict of Interest
- Specifies conflict of interest situations involving all directors, officers, employees and their relatives up to the fourth degree of consanguinity and/or affinity, including common law relationships.
- Under the policy, a conflict of interest arises when a director, 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 conflict by an impartial observer.
- All such existing contracts/arrangements by directors, officers and employees, and their relatives were required to be terminated immediately and correspondingly reported ultimately to the Office of the Compliance Officer, as required under the Code.
Corporate Entertainment and/or Gifts
- Prohibits all officers and employees from accepting corporate entertainment/gifts from suppliers, contractors and other business partners, which can be viewed as influencing the manner on which an officer or employee may discharge his duties.
- Prohibits directors, officers and confidential employees from trading in Manila Water shares:
- ten days before and three days after the release of the financial statements; and
- three days before and three days after the release of other material information.
- In addition, directors and officers who may be covered by the reporting requirements of the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE) in respect of their shareholding in the Company or any changes thereof, are required to report their dealings in Company shares within three business days after the transaction.
- Encourages 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.
- Institutionalizes the Company’s adherence to its loan covenants and agreements.
- Strictly prohibits giving and 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.
- Recognizes the Company’s protection of the dignity of its human resources
Diversity in Board Membership
- Promotes equality among the members of the Board regardless of gender, age, ethnicity, or political, religious or cultural beliefs.
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, with the end view of enhancing vendor participation and the interest of Manila Water. Officers and employees involved in the procurement process for services, materials, supplies and equipment for Manila Water are required to comply with its Procurement Policies.
The Procurement Policies of the Company are downloadable at the Company website.
THE VENDORS’ CODE OF CONDUCT
The Vendors’ Code of Conduct sets out the rules that will guide Manila Water’s vendors in the performance of their obligations and/or transacting business with Manila Water, thus avoiding acts contrary to standards, policies, laws and morals. As business partners of Manila Water, 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 Manila Water.
A copy of the Vendor’s Code of Conduct is downloadable at the Company website.
THE ENTERPRISE RISK AND INSURANCE 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, Manila Water shall appropriately respond to risks and manage them in order to increase shareholder value and enhance its competitive advantage.
In order to bolster the risk oversight and management functions relating to strategic, financial, operational, compliance, legal and other risks of the Company, the Board, on August 11, 2015, approved the establishment of a separate Risk Committee.
Subsequently, on November 26, 2015, the Board approved the Charter of the Risk Committee, which transferred the risk oversight and management functions to the Risk Committee from the Audit and Governance Committee. The Committee shall have the following authorities, roles and responsibilities:
- Promote an open discussion regarding risks faced by the Company, as well as risks faced by its subsidiaries that may have potential impact on the Company’s operations, and ensure that risk awareness culture is pervasive throughout the organization;
- Ensure that an overall set of risk management policies and procedures exist for the Company;
- Review the Company’s risk governance structure and the adequacy of the Company’s risk management framework/process;
- Review and endorse to the Board changes or amendments to the Enterprise Risk Management (ERM) Policy;
- Perform oversight functions specifically in the areas of managing strategic, financial, compliance, regulatory, operational and other risks of the Company, and crisis management;
- In coordination with the Audit and Governance Committee, ensure that the Company’s internal audit work plan is aligned with risk management activities and that the internal control system considers all risks identified in the risk assessment process; and
- Perform other activities related to this Charter as requested by the Board which involves periodic disclosure of risk exposures and related risk management activities.