Board IndependenceMeralco 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 CEOTo 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 Manuel V. Pangilinan, while the President and CEO is Mr. Oscar S. Reyes.
Election of DirectorsIn 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 RemunerationMeralco’s directors do not receive any compensation other than the Board-approved per diem for their attendance in Board and Committee Meetings. In 2012, 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 PerformanceThe 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 a pre-determined schedule of the Board meetings before the beginning of the year, which is regularly held during the last Mondays of the month. During Board meetings, discussions are open and independent views are given due consideration. Average attendance in the Board’s 12 meetings last year was 91%.
The Board has a pre-determined schedule of the Board meetings for the ensuing year, which is regularly held during the last Mondays of the month. The following table shows the participation of the Board in the AGM, Organization Meeting and its regular meetings:
|Director ||Designation ||May 29, 2012 |
|Annual General Meeting ||Organizational Meeting |
|Manuel V. Pangilinan ||Chairman ||Present ||Present |
|Ramon S. Ang ||Vice-Chairman |
|Present ||Present |
|Manuel M. Lopez ||Director ||Present ||Present |
|Jose Ma. K. Lim ||Director ||N/A ||Present |
|Ray C. Espinosa ||Director ||Present ||Present |
|Estelito P. Mendoza ||Director ||Not Present ||Not Present |
|(Ret.) Chief Justice Artemio V. Panganiban ||Independent |
|Present ||Present |
|Vicente L. Panlilio ||Director ||Present ||Present |
|Eric O. Recto ||Director ||Present ||Present |
|Oscar S. Reyes ||Director ||Present ||Present |
|Pedro E. Roxas ||Independent |
|Present ||Present |
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.
On 25 February 2013, Integrated Board and Board Committee Assessments were performed to evaluate the specific, overall and committee performance of the individual directors, as a whole BOD, and various Committees for 2012.
Three (3) assessment instruments were accomplished by the directors:
Board Self-Assessment - each director assessed the board performance as a whole and their individual performance.
- General Board Committee Performance Assessment - each director assessed the overall performance of the different committees.
- Board Committee Self-Assessment - each committee member assessed their performance vis-à-vis their respective charters.
- Details of the process, criteria and copies of the assessment instruments used are available for viewing and download below.
Board Committee Self-Assessment
General Board Committee Performance Assessment
The Board also regularly conducts performance reviews of the President and CEO, based on the attainment of key performance indicators and corporate goals. In 2012, the President and CEO’s performance review was conducted in the 28 January 2013 BOD meeting.
The Board reviewed the 2012 performance of the President and CEO during the January 28, 2013 Board meeting. It was based on the attainment of target corporate goals for 2012.