Board of Directors

The Board is primarily responsible for the governance of Meralco. Corollary to setting the policies for the accomplishment of the corporate objectives, the Board also provides an independent oversight on Management. The Board establishes Meralco’s vision, mission, strategic objectives, policies and procedures that guide its activities, including the mechanisms for effective monitoring of Management’s performance. The Board also ensures that internal control mechanisms for good governance are adequate.
 

Board Structure and Composition

The Board consists of 11 directors which are elected by the stockholders during the AGM. The Board represents a mix of disciplines in the area of business, finance, operations and legal competencies, with each director capable of adding value and exercising independent judgment. Of these directors, two are independent directors, seven are non-executive directors, and two are executive directors. The composition of the Board clearly delineates their responsibilities with those of Management.


 
The Board of Directors is composed of:​
Manuel M. Lopez Chairman
Ramon S. Ang Vice Chairman & Director
Manuel V. Pangilinan Director and President & Chief Executive Officer
Ray C. Espinosa Director and General Counsel
Estelito P. Mendoza Director
Napoleon L. Nazareno Director
Artemio V. Panganiban Independent Director
Vicente L. Panlilio Director
Eric O. Recto Director
Oscar S. Reyes Director and Senior Executive Vice President & Chief Operating Officer
Pedro E. Roxas Independent Director

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Board Independence

Meralco complies with Rule 38 of the Implementing Rules of the SRC on the qualifications, nomination and election of independent directors. Each elected independent director has no business or other relationship with Meralco that could, or could reasonably be perceived to, materially interfere with the exercise of his independent judgment in carrying out his responsibilities as a director.
 

The Chairman of the Board and the President and CEO

To further strengthen the Board’s independence, the position of the Chairman of the Board is separated from the President and CEO. Each position has distinct and separate duties and responsibilities in accordance with Meralco’s amended By-Laws and Revised Manual of Corporate Governance. The Chairman of the Board is Ambassador Manuel M. Lopez, while the President and CEO is Mr. Manuel V. Pangilinan.
 

Election of Directors

In accordance with the provisions of the Company’s By-Laws and Manual of Corporate Governance, the Corporation Code of the Philippines and the SRC, nominees for board directorship go through a nomination and screening process. The final list of nominees is determined after pre-screening and evaluation. The directors are elected by stockholders who are entitled to vote during the AGM. They serve for a period of one year and until their successors are qualified and elected.
 

Board Remuneration

Meralco’s directors do not receive any compensation other than the Board-approved per diem for their attendance in Board and Committee Meetings. In 2011, each director was entitled to a director’s fee of Php120,000 for each Board meeting attended. Each member or advisor of the Audit and Risk Management, Remuneration and Leadership Development (formerly Compensation and Benefits), Finance, Nomination and Governance Committees was entitled to a fee of Php20, 000 for every committee meeting attended.
 

Board Performance

The Board holds monthly meetings and special Board meetings, if so required, with agenda that include updates by the Chairman of the Board and the Board committees, reports on financial performance by the Chief Finance Officer or CFO, and operational performance by the President and CEO, the Senior Executive Vice President and Chief Operating Officer, or COO, among other major issues of Meralco.

The Board has separate and independent access to the Corporate Secretary, who oversees the adequate flow of information to the Board prior to meetings and advises directors about their duties. During Board meetings, discussions are open and independent views are given due consideration. Average attendance in the Board’s 12 meetings last year was more than 89%.

The following table shows the participation of the Board in the AGM, Organization Meeting and its regular meetings:
 
Member Designation AGM and Organizational Meeting May 31, 2011 Board Meetings
​​Manuel M. Lopez Chairman Present 6/12
Ramon S. Ang Vice-Chairman
and Director
Present 8/12
Manuel V. Pangilinan Director Present 10/12
Ray C. Espinosa Director Not Present 12/12
Estelito P. Mendoza​ Director Present 12/12
Napoleon L. Nazareno Director Not Present 12/12
(Ret.) Chief Justice Artemio V. Panganiban​ Independent
Director
Present 12/12
Vicente L. Panlilio Director Present 11/12
Eric O. Recto Director Present 12/12
Oscar S. Reyes Director Present 12/12
Pedro E. Roxas Independent
Director
Present 11/12

The Board recognizes the importance of a regular performance assessment, individually and collectively as part of their accountability. Assessments were done to evaluate their specific and overall performance for the past calendar year. The assessment of their 2011 performance was conducted on February 3, 2012.

On May 20, 2011 the Board also assessed the performance of the different committees. The Board evaluated their individual and collective performances regarding the Board and its committees’ structures, processes and responsibilities. The assessment likewise identified the training and skills development program needed by the Board. As a result, an orientation on the regulatory process and related issues was held on November 28, 2011.

The Board reviewed the 2011 performance of the President and CEO during the January 30, 2012 Board meeting. It was based on the attainment of target corporate goals for 2011.

See Meetings and Seminars section for the attendance of the Board to these meetings.

Board and Board Committee Assessment Instruments