SAFETY, HEALTH, 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:
- Continuously assess, implement and improve its processes and business conduct by adopting best practices and keeping abreast with the latest innovations to ensure reliability and efficiency of its operations;
- Ensure full compliance with relevant laws and standards in pollution prevention and environmental sustainability, safety and health protection, as well as applicable regulatory standards and customer requirements related to the quality of its products and services;
- Build a strong culture committed to customer satisfaction, environmental protection, health and safety through education, training and awareness at all levels of the organization that will empower its employees, contractors, suppliers and stakeholders;
- Actively promote the conservation and optimal use of precious resources by constantly creating and improving existing programs aimed at pollution prevention, waste minimization, resource conservation and environmental sustainability;
- Systematically manage and control its health and safety risks through effective risk assessment processes; and
- Regularly revisit, improve, develop and maintain its Quality, Environment, Health and Safety management system to ensure its effectiveness and relevance to the changing needs of the company to drive continuous improvement in operations, quality, environmental, health and safety performances.
To promote transparency and goodwill, it is a Company policy to encourage the attendance of all its shareholders, including minority shareholders and institutional shareholders, in any stockholders meeting. The Company also makes it a point to invite stakeholders such as its regulators, customers and creditors, to attend its 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.
In all items for approval, each share of stock entitles its registered owner as of the record date to one vote. At each 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.
The Company has two classes of shares, common and participating preferred shares. Both classes of shares have equal voting rights.
The Company continues its practice of offering its shareholders an equitable share of the Company’s profits. In 2013, the Board of Directors confirmed the dividend payout 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 2015, the Company paid a total of ₱2.035 billion as dividends.
The Manual also provides for stockholders’ pre-emptive rights to subscribe to the capital stock of the Company, right of inspection of corporate books and records, as well as annual report and financial statements, right to information on all material items upon request and for a legitimate corporate purpose, and appraisal rights as provided under the law.
The revised Manual provides that the minority shareholders shall 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. Upon request and for a legitimate purpose, a shareholder shall be provided with periodic reports which disclose personal and professional information about the directors and officers and certain other matters such as their holdings of the Company’s shares, dealings with the Company, relationships among directors and key officers, and the aggregate compensation of directors and officers.
As a policy, notices and agenda of the Annual Stockholders’ Meeting are disclosed to the public at least two months before the scheduled meeting. The notice and agenda of the Annual Stockholders’ Meeting specifically provides that nominations to the eleven members of the Board of Directors must be received by the Nomination Committee at least thirty days before the meeting. Under the Charter of the Board, every stockholder has a right to submit a nomination for election to the Board.
The shareholders have an opportunity during the annual stockholders’ meeting to ask questions and raise their issues regarding the Company, its directors and the performance of its executive officers. The minutes of the meeting record the shareholder questions and corresponding answers given by the directors and officers of the Company. Copies of the minutes are available for download at the Company’s website.
Further rights of the Company’s shareholders include their respective rights to participate in decisions concerning fundamental corporate changes such as amendments to the Company’s constitution, authorization of additional shares and transfer of all or substantially all of its assets, which in effect result in the sale of the Company.
The Company is compliant with the requirement of the PSE on minimum public ownership with 55.2 percent of its common shares subscribed and owned by the public as of December 31, 2015. 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.
INDEPENDENT EXTERNAL AUDITOR AND ITS REMUNERATION
In the last annual stockholders’ meeting held on April 7, 2015, the stockholders approved the re-appointment of Sycip, Gorres, Velayo & Company (SGV & Co.) as external auditor of the Company for an audit fee of ₱2,000,000 exclusive of Value Added Taxes. Prior to the stockholders’ meeting, the Audit and Governance Committee endorsed, and the Board approved, the endorsement of SGV & Co. for re-appointment as the external auditor of the Company.
The external auditor of the Company is tasked with the audit of its annual and quarterly financial statements and reports. 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.
|Engagement||external auditor Fees|
|Financial Statements Audit||₱2,000,000||₱1,900,000||5%|
*GPOBA, Proxy Validation, Validation of ASM Votes and Equity Restructuring