Meetings & Seminars

1. Board Meetings Attendance

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

The table shows the participation of the Board in the Annual General Meeting, Organizational Meeting and its regular meetings.

Member

Designation

Annual General Meeting
May 25, 2010

Organizational Meeting
May 25, 2010

Board Meetings

Manuel M. Lopez

Chairman

Present

Present

10/12

Ramon S. Ang

Vice-Chairman and Director

Present

Present

12/12

Manuel V. Pangilinan

Director, President and CEO

Present

Present

11/12

Ray C. Espinosa10

Director

Present

Present

12/12

Artemio V. Panganiban7

Director (Independent)

Present

Present

12/12

Vicente L. Panlilio8

Director

Present

-

11/12

Estelito P. Mendoza

Director

Present

Present

7/12

Napoleon L. Nazareno9

Director

Present

Present

11/12

Eric O. Recto2

Director

-

-

6/7

Oscar S. Reyes3

Director

-

-

6/6

Pedro E. Roxas4

Director (Independent)

-

Present

6/7

Elpi O. Cuna5

Past Director

Present

Present

5/5

Jose P. de Jesus6

Past Director

Present

Present

6/6

Elenita D. Go5

Past Director

Present

Present

5/5

1 Director until May 25, 2010 AGM & reappointed on June 28, 2010
2 Appointed, June 28, 2010;
3 Appointed, July 1, 2010;
4 Elected, May 25, 2010;
5 Resigned, June 30, 2010;
6 Resigned, June 28, 2010;
7 Chairman, Nomination and Governance Committee;
8 Chairman, Audit and Risk Management Committee;
9 Chairman, Compensation and Benefits Committee;
9 Chairman, Finance Committee

Chairman and CEO

Mr. Manuel M. Lopez, who was the Chairman of the Board and CEO for the year 2009, was present during the Annual General Meeting (AGM) on May 26, 2009.


Board Committee Chairs

Also in attendance during the AGM on May 26, 2009 were the 2009 Chairmen of Audit and Risk Management Committee, Compensation and Benefits Committee and Nomination and Governance Committee - Vicente L. Panlilio, Cesar E.A. Virata (also the Finance Committee Chairman), and Christian S. Monsod, respectively.

See 2009 link for more details on Board, Committee and Stockholders Meeting Attendance.


2. Board Committees Attendance



Member

2010 Board Committee Meeting Attendance

Executive

Nomination and Governance

Audit and Risk Management

Compensation and Benefits

Finance

Manuel M. Lopez

1/2

 -

 - 

1/1

5/8

Ramon S. Ang

1/2

  -

  -

  -

 - 

Manuel V. Pangilinan

2/2

  -

 - 

3/3

 - 

Ray C. Espinosa

4/4

  -

 - 

13/13

Artemio V. Panganiban1

1/1

  -

2/2

 - 

 - 

Vicente L. Panlilio

  -

  -

7/9

0/1

 - 

Estelito P. Mendoza

  -

4/6

  -

 - 

 - 

Napoleon L. Nazareno

1/1

5/6

8/9

2/2

-

Eric O. Recto

1/1

 - 

2/2

2/2

7/7

Pedro E. Roxas1

  -

6/6

2/2

2/2

7/8

Elpi O. Cuna

1/1

  -

  -

1/1

5/5

Jose P. de Jesus

  -

 - 

  -

  -

5/5

Elenita D. Go

  -

 - 

6/6

  -

4/4

Aurora T. Calderon2

 - 

 - 

2/7

  -

  -

Elpidio L. Ibañez2

 - 

 - 

6/7

  -

  -

Ferdinand K. Constantino2

 - 

 - 

 - 

 - 

11/13

Anabelle L. Chua2

 - 

  -

2/2

 - 

10/13

1 Independent Director;2 Non-Director Member


3. Seminars

a. 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.


Director

Name of Institutional
Training Provider &
Address

Date of
Completion


Certifier

Manuel M. Lopez

Knowledge Institute
6760 Ayala Avenue, Makati City

July 11, 2003

Cecile R. Galvez, Partner

Ramon S. Ang

University of the Philipines
Law Center and San Miguel Corporation

September 25, 2003

Danilo L. Concepcion, Associate Dean and Supervisor (U.P. Law Center)

Estelito P. Mendoza

University of the Philipines
Law Center and San Miguel Corporation

September 25, 2003

Danilo L. Concepcion, Associate Dean and Supervisor (U.P. Law Center)

Manuel V. Pangilinan

Governing in a Global Crisis Lessons from the Great Recession

PLDT'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)

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

Law Center and San Miguel Corporation

Suzanne Hopgood, Director - Board Advisory Services National Association of Corporate Directors, Washington DC, USA

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

Ray C. Espinosa

Board of Directors Fiduciary Duties and Role in Relation to ERM: Best Practices in Dealing with the Agency Dilemma and Setting a Company's Risk Appetite

PLDT's CG Education Program with Asia Risk Management Institute (ARiMI), 9 Penang Road, #12-01, Park Mall, Singapore

Resource Person: Mr. Marc Ronez, Managing Director - AriMI, held at the Marikina and Mandaluyong Rooms, The Lighthouse, 14th Floor, Lopez Building, MERALCO, Pasig City

December 14, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

Governing in a Global Crisis Lessons from the Great Recession PLDT'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)

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

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

Napoleon L. Nazareno

Board of Directors Fiduciary Duties and Role in Relation to ERM: Best Practices in Dealing with the Agency Dilemma and Setting a Company's Risk Appetite PLDT's CG Education Program with Asia Risk Management Institute (ARiMI), 9 Penang Road, #12-01, Park Mall, Singapore


Resource Person: Mr. Marc Ronez, Managing Director - AriMI, held at the Marikina and Mandaluyong Rooms, The Lighthouse, 14th Floor, Lopez Building, MERALCO, Pasig City

December 14, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

Governing in a Global Crisis Lessons from the Great Recession PLDT'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)

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

The Global Financial Crisis and Corporate Governance and Stages of Corporate Moral Development Makati Shangri-la Plaza, Makati City

October 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

Ethical Leadership Philippine Long Distance Telephone Company, Manila Peninsula hotel, Makati City

October 10, 2007

Dr. Antonete Palma-Angeles, Director, JB Fernandez, Center for Ethics, Ateneo de Manila University

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

Oscar S. Reyes

The Institute of Corporate Directors in cooperation with the Insurance Institute for Asia and the Pacific, Makati City

November 10, 2005

Jesus P Estanislao, Chairman, ICD and Melecio C. Mallillin, President, IIAP

Development Finance Institute, Makati City

September 23-24, 2002

Antonio R. Narciso, Executive Director

Artemio V. Panganiban

Board of Directors Fiduciary Duties and Role in Relation to ERM: Best Practices in Dealing with the Agency Dilemma and Setting a Company's Risk Appetite PLDT's CG Education Program with Asia Risk Management Institute (ARiMI), 9 Penang Road, #12-01, Park Mall, Singapore


Resource Person: Mr. Marc Ronez, Managing Director - AriMI, held at the Marikina and Mandaluyong Rooms, The Lighthouse, 14th Floor, Lopez Building, MERALCO, Pasig City

December 14, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

Governing in a Global Crisis Lessons from the Great Recession PLDT'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)

Basic Course on Corporate Governance Asian Institute of Management (AIM) Amb. Ramon V. del Rosario, Sr. - Corporate Citizenship Initiative, Makati City

June 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

Vicente L. Panlilio

Institute of Corporte Directors, Makati City

September 27-28, 2002

Jesus P. Estanislao, President and CEO

Eric O. Recto

Manabat Sanagustin & Co., Certified Public Accountants, Enterprise Tower, Makati City

February 27, 2008

Roberto G. Manabat, Chairman and CEO

Pedro E. Roxas

Board of Directors Fiduciary Duties and Role in Relation to ERM: Best Practices in Dealing with the Agency Dilemma and Setting a Company's Risk Appetite PLDT's CG Education Program with Asia Risk Management Institute (ARiMI), 9 Penang Road, #12-01, Park Mall, Singapore


Resource Person: Mr. Marc Ronez, Managing Director - AriMI, held at the Marikina and Mandaluyong Rooms, The Lighthouse, 14th Floor, Lopez Building, MERALCO, Pasig City

December 14, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

Governing in a Global Crisis Lessons from the Great Recession PLDT'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)

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

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

Simeon Ken R. Ferrer
(Corporate Secretary)

Asia Risk Management Institute (ARiMI), 9 Penang Road, #12-01, Park Mall, Singapore


Resource Person: Mr. Marc Ronez, Managing Director - AriMI, held at the Marikina and Mandaluyong Rooms, The Lighthouse, 14th Floor, Lopez Building, MERALCO, Pasig City

December 15, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

b. Corporate Governance Seminar of the Senior Management

As with the Board of Directors, the Senior Management undergo necessary trainings for continuing education in corporate governance.

Officer

Designation

Date of
Completion

Certifier

Manuel V. Pangilinan

President and Chief Executive Officer

December 10, 2009

Keith T. Darcy - Executive Director, Ethics and Compliance Officer Association (ECOA)

December 12, 2008

Suzanne Hopgood, Director - Board Advisory Services National Association of Corporate Directors, Washington DC, USA

May 8, 2007

Chee Keong Low, Professor - Chinese University of Hong Kong, Member - Listing Committee, Hong Kong Stock Exchange

Oscar S. Reyes

Senior Executive Vice President & Chief Operating Officer

November 10, 2005

Jesus P Estanislao, Chairman, ICD and Melecio C. Mallillin, President, IIAP

September 23-24, 2002

Antonio R. Narciso, Executive Director

Ricardo V. Buencamino

Executive Vice President

December 15, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

January 29-30, 2010

Mr. Francis G. Estrada, a Fellow and Trustee of the Institute of Corporate Directors

Roberto R. Almazora

Senior Vice President

December 15, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

November 19 and 22, 2010

Ms. Maria Elena (Maya) Baltazar Herrera, FASP


Member, Financial Executives Institute of the Philippines and the Philippine Academy

of Management

Alfredo S. Panlilio

Senior Vice President

December 15, 2010


Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

Ramon B. Segismundo

Senior Vice President

December 15, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

January 29-30, 2010

Mr. Francis G. Estrada, a Fellow and Trustee of the Institute of Corporate Directors

Leonisa C. de la Llana1

Senior Vice President

January 29-30, 2010

Mr. Francis G. Estrada, a Fellow and Trustee of the Institute of Corporate Directors

Betty C. Siy-Yap

Senior Vice President & Chief Finance Officer

December 15, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

January 29-30, 2010

Mr. Francis G. Estrada, a Fellow and Trustee of the Institute of Corporate Directors

Rafael L. Andrada

First Vice President & Treasurer

January 29-30, 2010

Mr. Francis G. Estrada, a Fellow and Trustee of the Institute of Corporate Directors

Ruben B. Benosa

First Vice President

December 15, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

January 29-30, 2010

Mr. Francis G. Estrada, a Fellow and Trustee of the Institute of Corporate Directors

Helen T. de Guzman

First Vice President & Comptroller

December 15, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

Ivanna G. de la Pena

First Vice President

December 15, 2010

Marc Ronez, Managing Director of Asia Risk Management Institute (ARiMI)

January 29-30, 2010

Mr. Francis G. Estrada, a Fellow and Trustee of the Institute of Corporate Directors

Martin L. Lopez

Vice President

January 29-30, 2010

Mr. Francis G. Estrada, a Fellow and Trustee of the Institute of Corporate Directors

Miguel L. Lopez2

Vice President

January 29-30, 2010

Mr. Francis G. Estrada, a Fellow and Trustee of the Institute of Corporate Directors

1 Held office until June 30, 2010; 2 Held office until August 31, 2010

c. Corporate Governance Seminar of the Management and Employees

8th Annual Corporate Governance Workshop 2011

The Management Association of the Philippines (MAP), together with the Financial Executives Institute of the Philippines and Corporate Governance Institute of the Philippines (CGIP) conducted the 8th Annual Corporate Governance Workshop on June 23, 2011 at the Inter-Continental Manila in Makati City. The theme of the workshop was "MAPping a Culture of Integrity in Business: Corporate Governance Best Practices."

The workshop aims to instill integrity in Philippine companies. The code of corporate governance, boardroom best practices, communication with minority stakeholders, and enterprise risk management were discussed interactively. These are vital in SEC reporting compliance, improving directors' knowledge and skills, establishing communication channels with minority stakeholders and ultimately, enhancing shareholder value.

Among the speakers were SEC Chair Teresita J. Herbosa, PSE President and CEO Hans Sicat, ICD Fellow Jonathan Juan Moreno, and MAP President Architect Felino A. Palafox, Jr. This event was attended by Meralco's Corporate Governance Deputy Head and Corporate Governance Officer - Gerardo F. dela Paz and Lilian P. Umipig, respectively.

Corporate Governance and Risk Management Symposium

A symposium on Corporate Governance (CG) with the theme, "Integration of Corporate Governance and Enterprise Risk Management (ERM) for Sustained Best Performance," was held at the Meralco Lighthouse, Pasig City on December 15, 2010.

The symposium enabled participants to focus on the importance of ERM and CG on crisis management and sustainable growth, as well as of embedding good risk management practices in all parts of an organization. The perspective introduced was identifying risks through the view of one enterprise, a breakaway from working in silos. It was a collective outlook that a sustainable risk diagnostic and management tool to reinforce strategic enterprise decisions should be developed and implemented by Meralco.

Asian Risk Management Institute managing director Marc Ronez was the resource speaker. He is a well-known expert on Enterprise, Strategic and Operational Risk Management and has helped many organizations from various industry sectors to implement ERM frameworks, optimize the way they manage risks and prepare to manage various types of crisis and business interruptions successfully.

The event was attended by the Senior Management of the Company, executives and heads of subsidiaries and affiliates.

Corporate Governance Roadshow and Orientation

The Company ensures that knowledge on corporate governance principles and best practices are cascaded to its officers and employees. A company-wide orientation on Corporate Governance and the Revised Code of Ethics was conducted last October 12 to November 26, 2010. This training was also integrated into the orientation program for new employees of the Company.

2010 Working Sessions with the Institute of Corporate Directors

The Institute of Corporate Directors (ICD) spearheaded the 2010 Corporate Governance Working Session at Sea Wind Resort, Boracay Island, Aklan on November 18-20, 2010. The theme of the session was "Addressing CG Expectations and Realities: Making Best Practices Work." This event was attended by Meralco's Corporate Governance Deputy Head, Gerardo F. dela Paz.

Palladium and Institute for Solidarity in Asia (ISA) on Strategy Execution and Governance

The Palladium Group - Asia Pacific partnered with the Institute for Solidarity in Asia (ISA) in conducting a seminar at Sofitel Philippine Plaza on September 22-23, 2010. Dr. Matthew Tice, Managing Director of the Palladium Group - Asia Pacific, steered the discussion on the significant function for a company's longevity and dynamism, strategy execution and governance. Present on this seminar were Meralco's Corporate Planning Head, Corporate Governance Deputy Head and Corporate Governance Officer - Charina P. Padua, Gerardo F. dela Paz, and Lilian P. Umipig.

Institute of Corporate Directors holds Orientation on Corporate Governance

The Institute of Corporate Directors (ICD) held an Orientation Course on Corporate Governance on September 1-2, 2010 at the Manila Peninsula Conservatory, Makati City, Philippines. This event was attended by Meralco's Corporate Secretary, Corporate Governance Deputy Head and Corporate Governance Officer - Simeon Ken R. Ferrer, Gerardo F. dela Paz and Lilian P. Umipig.

Public Service 2.0: From e-Government to e-Governance

The Chief Information Officers Forum (CIOF), in partnership with the Commission on Information and Communications Technology, CIOF Foundation, Inc., and E-Governance for Efficiency and Effectiveness Project (E3) directed the event entitled, Public Service 2.0: From e-Government to e-Governance on June 23, 2010 at the Hotel Intercontinental Manila. This event was attended by Meralco's Corporate Governance Officer and Regulatory Officer.

d. Corporate Governance Seminar of Meralco Subsidiaries

A seminar on risk awareness was held at the Meralco Lighthouse, Pasig City on November 19 and 22, 2010.

The speaker, Ms. Maria Elena (Maya) Baltazar Herrera, FASP emphasized to the subsidiaries of Meralco the importance of developing an integrated Enterprise Risk Management (ERM) framework, structure and tools.

Ms. Herrera is a member of the Financial Executives Institute of the Philippines, the Philippine Academy of Management and the International Actuarial Association. She is also an Associate Professor at the Asian Institute of Management (AIM) where she focuses on executive education. She teaches finance, risk management, corporate valuation, leadership and human resources management. She is program director of AIM's Strategic Finance, Finance for Senior Executives and Enterprise-Wide Risk Management Programs.

The event was attended by the executives and heads of Meralco's subsidiaries, including the heads of CIS Bayad Center, Inc. (CBCI), Meralco Energy, Inc. (MEI), Meralco Industrial Engineering Services Corp. (MIESCOR), Clark Electric Distribution Corporation (CEDC), e-Meralco Ventures, Inc. (e-MVI), Meralco Financial Services Corporation (FINSERVE), Republic Surety And Insurance Company, Inc. (RSIC), General Electric Philippines Meter & Instrument Co., Inc. (GEPMICI) , Indra Philippines, Inc., and Miescor Builders, Inc. (MBI) - Manuel Tuason, Jesus P. Francisco, Martin L. Lopez, Monico V. Jacob, Pedro P. Benedicto, Jr., Waldo A. Darvin, Jose T. Guingona and Roberto R. Almazora, respectively. Also present were Meralco's Chief Finance Officer, Comptroller, Corporate Governance Deputy Head, Corporate Governance Officer, Investment Planning Head and Investment Monitoring Head - Betty C. Siy-Yap, Helen T. de Guzman, Gerardo F. dela Paz, Lilian P. Umipig, Wendel A. Mediarito and Aristotle T. Lumague.