Meralco | Ang Liwanag ng Bukas

1. Board of Directors Meetings

The Board holds regular monthly meetings and special board meetings to deliberate on major issues affecting the Company. Ordinarily, the Board adopts a formal and sequential agenda for each regular meeting. The agenda include brief reports or updates by the Chairman and the Board Committees, reports on financial performance by the Chief Finance Officer, and operational performance by the President and Chief Operating Officer. The agenda also include items for the Board’s deliberation and approval.

In 2009, the Board held twelve (12) regular meetings and one (1) special meeting. The details of attendance of each director in these meetings and their corresponding number of meetings as of their appointment are recorded below.

The average attendance rate in 2009 was 92% and average duration of meetings was 1.80 hours.

Also shown below are the participations of the directors on the Annual Stockholders and Organizational meetings, both conducted last May 26, 2009:

2. Board Committees

• Nomination and Governance

  The Nomination and Governance Committee is composed of at least three (3) directors, one of whom must be independent. This committee is responsible for screening qualified nominees for election as directors; assessing the independence of directors; introducing improvements on board organization and procedures; setting-up of mechanisms for performance evaluation of the Board and Management; and, providing programs for continuing education of the Board, including training for individual directors.

  In 2009, the Nomination and Governance Committee held a total of eight (8) meetings. Among the activities undertaken by the committee are the following: review and selection of the nominees for election as members of the Board; review of rules on nomination of candidates, validation of proxies, and appreciation of ballots; review of board committee charters and reorganization of board committees; propose amendment to the Company’s By-Laws; and review of revisions to the Manual of Corporate Governance.

  Attendance of the committee members, and their corresponding number of meetings as of their appointment, is shown below:

  Member	Designation	Attendance
  Artemio V. Panganiban	Chairman (Independent Director)	7/7
  Estelito P. Mendoza	Member	6/7
  Napoleon L. Nazareno	Member	3/5
  Elpidio L. Ibanez	Non-Director	3/5
  Vicente L. Panlilio*	Past Member	1/1
  Christian S. Monsod	Past Member	3/3
  Felipe B. Alfonso	Past Member	1/1

  
  

• Audit and Risk Management

  The Audit and Risk Management Committee is composed of at five (5) directors who possess accounting and financial backgrounds, two (2) of whom shall be an independent directors, and another with understanding of auditing concepts and basic auditing processes, or related audit experience or professional accreditation as an auditor.

  The committee held a total of seven (7) meetings in 2009. Among the matters taken-up by the committee are the following: review of the Company's 2008 audited financial statements and 2009 quarterly financial statements; financial performance of subsidiaries and affiliates; actuarial valuation of the Company's pension fund; review and approval of the 2008 Audit Committee report; nomination of the external auditor for 2009; review and approval of the 2009 internal audit plan, budget, and covenants; review of 2008 internal audit performance and report; review of external auditor's 2009 financial statement audit plan and audit fees; evaluation of the Company's risk profile and management structure, systems and processes, and approval of the risk management policy manual; review of the 2008 audited financial statements of the pension fund; and revisions to this committee's charter.

  Attendance of the committee members, and their corresponding number of meetings as of their appointment, is shown below:

  Member	Designation	Attendance
  Vicente L. Panlilio	Chairman (Independent Director)	7/7
  Napoleon L. Nazareno	Member	4/4
  Alan T. Ortiz	Member	4/4
  Aurora T. Calderon	Non-Director	5/7
  Elpidio L. Ibanez	Non-Director	4/4
  Jose P. de Jesus	Past Member	3/3
  Estelito P. Mendoza	Past Member	0/3
  Artemio V. Panganiban	Past Member	3/3

  
  

• Compensation and Benefits

  The Compensation and Benefits Committee is composed of at least three (3) directors, one of whom shall be an independent director.

  The Committee held a total of six (6) meetings in 2009. Discussions and deliberations pertained to the Company's total compensation policy, philosophy and design, 2008 incentive program, 2008 performance evaluation results, and proposals for the 2009 performance management system and plans; performance evaluation of the Chairman and CEO; the Company's balanced scorecard results; promotion policy for officers; nomination and appointments to the pension fund board of trustees; actuarial studies on the pension fund and retirement plan; retirement policy and retirement pay options; granting of committee meeting fees for non-directors; and revision to this committee's charter and change in committee name.

  Attendance of the committee members, and their corresponding number of meetings as of their appointment, is shown below:

  Member	Designation	Attendance
  Napoleon L. Nazareno	Chairman	3/3
  Manuel M. Lopez	Member	3/3
  Alan T. Ortiz	Member	3/3
  Vicente L. Panlilio	Member (Independent Director)	3/3
  Cezar E. A. Virata	Past Director	3/3
  Aurora T. Calderon	Past Member	3/3
  Christian S. Monsod	Past Member	2/3

  
  

• 3. Finance

  The Finance Committee is composed of at least three (3) directors, with the Company's Chief Finance Officer as ex-officio member.

  This committee held a total of twelve (12) meetings in 2009. Among the matters acted upon by the committee were: the approval of the corporate budget; review and approval of the medium-term financial plans; approval of cash dividend declaration for common and preferred shares; review of financial performance of subsidiaries and investment returns; review of quarterly cash projections and finance operations report; review of disbursement approval process; redemption on preferred shares; evaluation of debt refinancing; contribution to the pension fund; divestment of shareholdings in affiliate company; review of major purchases and contracts; and approval of bank accreditation and signing authorities.

  Attendance of the committee members, and their corresponding number of meetings as of their appointment, is shown below:

  Member	Designation	Attendance
  Ray C. Espinosa	Chairman	6/6
  Jose P. de Jesus	Member	6/6
  Alan T. Ortiz	Member	4/5
  Anabelle L. Chua	Non-Director	4/6
  Ferdinand K. Constantino	Non-Director	10/11
  Ramon S. Ang	Past Member	5/5
  Estellito P. Mendoza	Past Member	5/5
  Artemio V. Panganiban	Past Member (Independent Director)	5/5
  Cesar E.A. Virata	Past Director	5/5
  Daisy P. Arce	Past Director	1/1
  Jesus P. Francisco	Past Director	5/5
  Christian S. Monsod	Past Director	1/1

  
  

4. Other Meetings/Seminars

1. Corporate Governance Seminar of the Board of Directors

   The Board of Directors assesses the trainings they require for the purpose of continuing their education in corporate governance and then attend such trainings.

   
   

   Board of Director	Name of Institutional Training Provider & Address	Date of Completion	Certifier
   Manuel M. Lopez	Knowledge Institute 6760 Ayala Avenue, Makati City	Jul. 11, 2003	Cecile R. Galvez, Partner
   Ramon S. Ang	University of the Philipines Law Center and San Miguel Corporation	Sep. 25, 2003	Danillo L. Concepcion, Associate Dean and Supervisor (U.P. Law Center)
   Estelito P. Mendoza	University of the Philipines Law Center and San Miguel Corporation	Sep. 25, 2003	Danillo L. Concepcion, Associate Dean and Supervisor (U.P. Law Center)
   Manuel V. Pangilinan	Corporate Governance Trends in Asia Philippine Long Distance Telephone Company Ramon Cojuangco Bldg., Makati Ave, Makati City	May 8, 2007	Chee Keong Low, Professor - Chinese University of Hong Kong, Member - Listing Committee, Hong Kong Stock Exchange
   	Current Governance Environment in the United States and Ethics and Tone at the Top First Pacific Company Limited, 2 Exchange Square, Connaught Road, Central Hong Kong	December 12, 2008	Suzanne Hopgood, Director - Board Advisory Services National Association of Corporate Directors, Washington DC, USA
   	Governing in a Global Crisis Lessons from the Great RecessionPLDT’s CG Education Program with Ethics and Compliance Officer Association (ECOA), 11 Waverley Oaks Road, Suite 324, Waltham, Massachusetts, 02452 USA Resource Person: Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA) held at the East and West Rooms, Mandarin Oriental Hotel, Connaught Road, Central Hong Kong	December 10, 2009	Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA)
   Atty. Ray C. Espinosa	Corporate Governance Trends in Asia Philippine Long Distance Telephone Company Ramon Cojuangco Bldg., Makati Ave, Makati City	May 8, 2007	Chee Keong Low, Professor - Chinese University of Hong Kong, Member - Listing Committee, Hong Kong Stock Exchange
   	Current Governance Environment in the United States and Ethics and Tone at the Top First Pacific Company Limited, 2 Exchange Square, Connaught Road, Central Hong Kong	Dec. 12, 2008	Suzanne Hopgood, Director - Board Advisory Services National Association of Corporate Directors, Washington DC, USA
   	Governing in a Global Crisis Lessons from the Great RecessionPLDT’s CG Education Program with Ethics and Compliance Officer Association (ECOA), 11 Waverley Oaks Road, Suite 324, Waltham, Massachusetts, 02452 USA Resource Person: Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA) held at the East and West Rooms, Mandarin Oriental Hotel, Connaught Road, Central Hong Kong	December 10, 2009	Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA)
   Napoleon L. Nazareno	Corporate Governance Trends in Asia Philippine Long Distance Telephone Company Ramon Cojuangco Bldg., Makati Ave, Makati City	May 8, 2007	Chee Keong Low, Professor - Chinese University of Hong Kong, Member - Listing Committee, Hong Kong Stock Exchange
   	Ethical Leadership Philippine Long Distance Telephone Company, Manila Peninsula hotel, Makati City	Oct. 10, 2007	Dr. Antonete Palma-Angeles, Director, JB Fernandez, Center for Ethics, Ateneo de Manila University
   	The Global Financial Crisis and Corporate Governance and Stages of Corporate Moral Development Makati Shangri-la Plaza, Makati City	Oct. 28, 2008	Dr. Jesus P. Estanislao, Chairman Institute of Corporate Directors and Dr. Antonette Palma-Angeles, Director, JB Fernandez, Center for Ethics, Ateneo de Manila University
   	Current Governance Environment in the United States and Ethics and Tone at the Top First Pacific Company Limited, 2 Exchange Square, Connaught Road, Central Hong Kong	Dec. 12, 2008	Suzanne Hopgood, Director - Board Advisory Services National Association of Corporate Directors, Washington DC, USA
   	Governing in a Global Crisis Lessons from the Great RecessionPLDT’s CG Education Program with Ethics and Compliance Officer Association (ECOA), 11 Waverley Oaks Road, Suite 324, Waltham, Massachusetts, 02452 USA Resource Person: Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA) held at the East and West Rooms, Mandarin Oriental Hotel, Connaught Road, Central Hong Kong	December 10, 2009	Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA)
   Oscar S. Reyes	The Institute of Corporate Directors in cooperation with the Insurance Institute for Asia and the Pacific, Makati City	Nov. 10, 2005	Jesus P Estanislao, Chairman, ICD and Melecio C. Mallillin, President, IIAP
   	Development Finance Institute, Makati City	Sep. 23-24, 2002	Antonio R. Narciso, Executive Director
   Ret. Chief Justice Artemio V. Panganiban	Basic Course on Corporate GovernanceAsian Institute of Management (AIM) Amb. Ramon V. del Rosario, Sr. - Corporate Citizenship Initiative, Makati City	Jun. 17, 2008	Angela G. Garcia, Executive Director, Ramon V. del Rosario, Sr. - C.V. Starr Center for Corporate Governance Francis G. Estrada, President, Asian Institute of Management
   	Governing in a Global Crisis Lessons from the Great RecessionPLDT’s CG Education Program with Ethics and Compliance Officer Association (ECOA), 11 Waverley Oaks Road, Suite 324, Waltham, Massachusetts, 02452 USA Resource Person: Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA) held at the East and West Rooms, Mandarin Oriental Hotel, Connaught Road, Central Hong Kong	December 10, 2009	Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA)
   Vicente L. Panlilio	Institute of Corporte Directors, Makati City	Sep. 27-28, 2002	Jesus P. Estanislao, President and CEO
   Eric O. Recto	Manabat Sanagustin & Co., Certified Public Accountants, Enterprise Tower, Makati City	Feb. 27, 2008	Roberto G. Manabat, Chairman and CEO
   Pedro Emilio E. Roxas	Corporate Governance Trends in Asia Philippine Long Distance Telephone Company Ramon Cojuangco Bldg., Makati Ave., Makati City, Metro Manila, Philippines	May 8, 2007	Chee Keong Low, Professor - Chinese University of Hong Kong, Member - Listing Committee, Hong Kong Stock Exchange
   	Current Governance Environment in the United States and Ethics and Tone at the Top First Pacific Company Limited, 2 Exchange Square, Connaught Road, Central Hong Kong	Dec. 12, 2008	Suzanne Hopgood, Director - Board Advisory Services National Association of Corporate Directors, Washington DC, USA
   	Governing in a Global Crisis Lessons from the Great RecessionPLDT’s CG Education Program with Ethics and Compliance Officer Association (ECOA), 11 Waverley Oaks Road, Suite 324, Waltham, Massachusetts, 02452 USA Resource Person: Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA) held at the East and West Rooms, Mandarin Oriental Hotel, Connaught Road, Central Hong Kong	December 10, 2009	Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA)