Meralco annually complies with the disclosure and reportorial requirements of the Securities and Exchange Commission (SEC). These include:
- Certification by the Compliance Officer of the Company's compliance with the Revised Manual of Corporate Governance.
- Disclosure requirements on direct and indirect ownership of securities under the Securities Regulation Code (SRC), and the reporting of trading transactions of directors and concerned officers of the Company by the Compliance Officer not later than the following day after the required event or transaction. There has never been any case of insider trading involving directors and Management of the Company.
- The certification of Board attendance, regular reports involving financial statements, disclosure of material information and events, and trainings attended by key officers and Board members on corporate governance.
- Clarifications on news articles referring to the Company's strategies such as officer appointments, billing rates and major agreements.
- Related party transactions (RPTs) in accordance with the revised Philippine Financial Reporting Standards (PFRS) and set on an arm's length basis in a manner similar to the transactions with third parties. These RPTs are disclosed through the consolidated financial statements, annual reports, Meralco website. No disputes in connection with RPTs were reported in the past.
Board and CEO Performance Assessment
The Board recognizes the importance of and their accountability to a regular performance assessment, individually, as a whole Board, and as part of Committees. Integrated Board and Board Committee Assessments were done to evaluate their specific, overall and committee performance for 2012. This integrated assessment of their 2012 performance was conducted on February 25, 2013.
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.
Every year, Meralco participates in the CG Scorecard Assessment conducted by the SEC together with the Philippine Stock Exchange (PSE) and the Institute of Corporate Directors (ICD). The CG Scorecard is administered to determine the level of CG practices of Publicly Listed Companies (PLCs) relative to global and regional standards. Meralco's performance since its initial assessment in 2007 has shown significant improvement, surpassing the average performance of participating companies. In 2011 and 2012, Corporate Governance Asia recognized Meralco as the "Best in Investor Relations" in the Philippines and the "Best in Asia on Corporate Governance". The award was based on the results of a regional survey conducted between August to December 2010 and 2011 among investors in Asia. The award is given to companies exhibiting excellent performance in the areas of investor communications, business ethics, corporate social responsibility, environmental practices and financial performance.
Meralco is a recipient of the Silver Award for the 2011 Corporate Governance Scorecard from the Institute of Corporate Directors (ICD). This scorecard measures the level of the publicly listed companies' (PLCs) adoption of the best local and international corporate governance practices.
The Company sends participants to CG Circle activities e.g., Good Governance Advocates and Practitioners of the Philippines (GGAPP) meetings, ICD seminars and workshops as part of the corporate governance build-up in Meralco. The Company also cooperates with the regulatory agencies in the development of CG policies for Philippine companies by providing feedback on proposed policies by the PSE and SEC.
