Key Players

The following are the key players in ensuring the application of good governance practices and policies within Meralco:



Meralco recognizes its responsibility to protect its shareholders’ rights by creating value and ensuring sustainable growth in business. Meralco upholds their rights to obtain relevant information about Meralco in a timely and regular basis.

Meralco’s financial performance and prospects are regularly reported to the SEC and PSE. These reports are immediately made public through press releases and postings in the Meralco’s website.

Investors’ briefings are held quarterly, where equity and credit analysts of both local and foreign-based institutions are invited. Analysts who are unable to attend in person participate through a teleconference facility with playback feature available up to three days after the event. Members of Senior Management make themselves available for meetings with institutional investors through Company visits, teleconferences, briefings and attendance in local and international investor conferences.

Press/media briefings are likewise held regularly to report on Meralco’s operating and financial results to the various representatives of media, particularly from the television, print and wire agencies. Such briefings are venues for Management to answer questions and clarify issues prior to the release of information to the public.

Shareholders and investors are provided with adequate facilities to communicate with Meralco through telephone, mail, electronic mail, and website, The Investor Relations Office supervises the investors’ briefings and attends to institutional investors’ needs. Stockholder Affairs Office attends to the inquiries and other concerns of shareholders, including the distribution of Notice and Agenda of the Annual General Meeting, or AGM, at least 30 days before the said meeting. Notices were sent on April 16, 2014, 28 working days before the 2014 AGM on May 27, 2014.

Meralco also adheres to its commitment to maintain a fair and competitive return to its investors. Meralco has a dividend policy approved by the Board which was ratified by the shareholders in 2010. The policy provides for payment of regular dividends equivalent to 50% of core earnings, which may be supplemented by a special dividend determined on a “look-back” basis. Any declaration and payment of special dividend shall be dependent on the availability of unrestricted retained earnings and availability of free cash. The details of the cash dividend pay-outs are included in Notes to the Audited Consolidated Financial Statements, found on the Section on Equity.

Annual General Meeting

The Notice of AGM for 2014 together with other supporting information and documents, all written in the English language, were sent by the Office of the Corporate Secretary to all stockholders on record as of March 14, 2014 last April 16, 2014, 28 working days ahead of the AGM date. The meeting invitation indicated the following: a) date, time and place of the meeting; b) profiles of the elected directors such as age, qualifications, experiences, positions or directorships in other companies, for re-electionists – date of first appointment; c) name and profile of the auditing firm recommended for appointment; d) issues to be voted with the Board’s opinions and supporting documents that will provide sufficient information for the shareholders to base their decisions on, and; e) brief description of the dividend policy and amount of final dividends declared.

Shareholders are encouraged to personally attend the AGM and if unable to do so, are advised of their right to appoint a proxy in their behalf. A copy of the proxy form was sent together with the AGM call to meeting. Notarization of a proxy is not required but has to comply with legal requirements. All of these AGM related documents were also made available to the shareholders through the Company's website last April 16, 2014, 28 working days in advance of the AGM. All information are provided ahead of the AGM schedule to provide adequate time for the stockholders to review the agenda.

In 2014, the AGM was held last May 27, 2014 at the Meralco Theater, Lopez Building, Ortigas Avenue, Pasig City, which is very accessible to shareholders who wished to attend the Meeting. Before the meeting commenced, the Corporate Secretary explained the ground and voting rules to be observed during the meeting to ensure the conduct of fair, orderly, and efficient proceedings and protect the rights of the shareholders. The voting rules and procedures were included in the Notice of AGM sent to all the shareholders ahead of the scheduled AGM and also published in the Company website.

The 2014 AGM was presided by the Chairman of the Board, Mr. Manuel V. Pangilinan, and was attended by stockholders, who own or hold over 960,000,000 shares or approximately 85.18% of the 1,127,098,705 issued and outstanding common shares of the Company entitled to vote, were present in person or by proxy.

Also present during the AGM are the President and CEO, Mr. Oscar S. Reyes; the Chairperson of Audit Committee, Retired Chief Justice Artemio V. Panganiban; and all other members of the Board elected at the AGM were present. In compliance with the disclosure requirements, the results of the meeting, together with the list of the attendees including the elected board members, were disclosed to the SEC and PSE within the day of the AGM. Please refer to the section on Board Performance for the detailed attendance of the Board to the AGM.

All Shareholders were given equal opportunity to voice their opinions and raise questions during the meeting within the appropriate time frame, and allowed concerned directors and officers of the Company to answer and provide clarifications. Even prior to the meeting, shareholders were also allowed to submit their questions through phone or e-mail to the Stockholders Relations office at . However, only the questions related to the Company’s operations or considered with material impact on the operating results were considered in the AGM.

The minutes of the meeting recorded in writing every resolution, showing the number of approval, objection and abstention votes for each agenda item. Questions, responses, opinions that arose during the meeting were fully documented and made available for examination afterwards. Summary of the Minutes of the AGM was posted in the website the next working day after the AGM.

Dividend Policy

The Company believes that the major responsibility of the BOD is to optimize the long-term value of the Company, and ensures that all shareholders are given their fair share in the benefits arising from such value.

The Company’s dividend policy, as approved by the Board and ratified by the shareholders during the May 25, 2010 AGM, calls for the payment of regular cash dividends equivalent to 50% of core earnings for the year with a “look-back” basis, which allows the Company to pay special dividends of up to 70% of the core earnings for the year, relative to availability of unrestricted retained earnings and cash, in accordance with the guidelines of the Securities and Exchange Commission (SEC).

Back to Top  


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 Composition

The Board consists of 11 directors who 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, eight are non-executive directors, and one is an executive director. The composition of the Board clearly delineates their responsibilities with those of Management.

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 Manuel V. Pangilinan, while the President and CEO is Mr. Oscar S. Reyes.

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 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 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 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. In 2014, there were 13 Board meetings and each director has attended at least 85% of these meetings.

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:



May 27, 2014

Board Meetings

Annual General

Organizational Meeting

Manuel V. Pangilinan1





Lance Y. Gokongwei





Manuel M. Lopez





Jose Ma. K. Lim





Ray C. Espinosa2





James L. Go





Artemio V. Panganiban3





John L. Gokongwei, Jr.*





Napoleon L. Nazareno*





Oscar S. Reyes





Pedro E. Roxas4





Ramon S. Ang**





Estelito P. Mendoza**





1Chairman, Nomination and Governance Committee
1 Chairman, Remuneration and Leadership Development Committee
2 Chairman, Finance Committee
3 Chairman, Audit and Risk Management Committee
4 Chairman, Nomination and Governance Committee
* Messrs. John L. Gokongwei Jr. and Napoleon L. Nazareno were elected on March 31, 2014.
** Messrs. Ramon S. Ang and Estelito P. Mendoza resigned effective March 31, 2014.

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 2014 board and board committee performance was conducted on February 24, 2014. 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.

The Board reviewed the 2014 performance of the President and CEO on April 30, 2014. It was based on the attainment of key performance indicators and target corporate goals for 2014.

Four (4) assessment instruments were accomplished by the directors:

  1. Board Self-Assessment - each director assessed the board performance as a whole and their individual performance.
  2. General Board Committee Performance Assessment - each director assessed the overall performance of the different committees.
  3. Board Committee Self-Assessment - each committee member assessed their performance vis-à-vis their respective charters.
  4. President & CEO Performance Assessment – each director assessed the performance of the President & CEO vis-à-vis the attainment of corporate goals and key performance indicators.

Details of the process, criteria and copies of the assessment instruments used are available for viewing and download below.

pdf Board Self-Assessment pdf General Board Committee Performance Assessment
pdf Board Committee Self-Assessment pdf President and CEO Performance


The Board of Directors shall form Board Committees to aid in ensuring compliance with the principles of good corporate governance. The members of such Committees shall be appointed by the Board of Directors annually.

The Company's Board has five standing committees:

  1. Executive Committee;
  2. Nomination and Governance Committee;
  3. Audit and Risk Management Committee;
  4. Remuneration and Leadership Development Committee; and
  5. Finance Committee.

    All committees have approved charters defining and specifying the scope of their responsibilities.

  1. Executive Committee (ExCom) – The ExCom may act, by majority vote of all its members, on such specific matters within the competence of the Board, as may be delegated to it in the By-Laws or on a majority vote of the Board, subject to the limitations provided by the Corporation Code of the Philippines.

  2. See Executive Committee Charter.

    The following are the members of the ExCom:

    Member Designation
    Manuel V. Pangilinan Chairman
    Lance Y. Gokongwei Vice Chairman
    John L. Gokongwei, Jr. Member
    Artemio V. Panganiban Member(Independent Director)
    Jose Ma. K. Lim Member

    See Meetings and Seminars section for the attendance to the ExCom meetings.

    In 2014, the Executive Committee accomplished in its 4 meetings: a) evaluation of major acquisitions of the Company; b) review of financing structure for capital expenditure projects; c) evaluation of a bank capital re-financing proposal and d) updates on acquisition of an overseas infrastructure and energy company.

  3. Nomination and Governance Committee (Nom & GovCom) – 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.

  4. See Nomination and Governance Committee Charter.

    The following are the members of the Nom&GovComm:

    Member Designation
    Pedro E. Roxas Chairman (Independent Director)
    Lance Y. Gokongwei Member
    Napoleon L. Nazareno Member
    Jose Ma. K. Lim Member
    James L. Go Member

    The Nom&Gov Comm had 4 meetings in 2014 to accomplish: a)screening and selection of the nominees for election as members of the Board as provided by the rules on nomination of candidates; b) approval of the Company’s Annual Corporate Governance Report (ACGR) for submission to the SEC; c) validation of proxies for 2014 AGM; d) review of the charter of the different board committees; e) conduct of the Board and Board Committee Performance Self-assessment and evaluation of its results; f) facilitated the conduct of annual corporate governance enhancement and continuing education programs for the Board and Senior Management; and g) facilitation of directors’ resignation, nomination and election.

    See Meetings and Seminars section for the attendance to the Nom & GovCom meetings.

  5. Audit and Risk Management Committee (AuditCom) – it assists the Board in its oversight responsibility in the financial reporting process, system of risk management and internal control, audit process, and monitoring compliance with applicable laws, rules and regulations

  6. See Audit and Risk Management Committee Charter.

    The AuditCom is composed of the following members:

    Member Designation
    Artemio V. Panganiban Chairman (Independent Director)
    James L. Go Member
    Jose Ma. K. Lim Member
    Lance Y. Gokongwei Member
    Pedro E. Roxas Member (Independent Director)
    Anabelle L. Chua Non-Director
    David J. Nicol Non-Director

    The committee had 9 meetings in 2014 to conduct: a) review of the Company’s consolidated audited annual and quarterly financial statements ensuring that no revisions are necessary for reasons other than mandated changes in accounting practices; b) review of the external auditor’s report on the audit results; c) review of risk management structure, systems and processes and activities; d) briefing on fraud prevention and detection (whistleblower program); e) executive session with the external auditor; f) review of internal audit performance, audit plan and status report; g) review of compliance with relevant legal requirements; h) assessment of the Company’s bond offering; i) approval of external quality assessment review for the internal audit activity; j) evaluate AuditCom Performance Self-assessment results; and k) evaluation of AuditCom activities and programs for disclosure to the SEC through the ACGR.

    See Meetings and Seminars section for the attendance to the AuditCom meetings.

  7. Remuneration and Leadership Development Committee (Remuneration & LDCom) – Remuneration and LDCom, formerly Compensation and Benefits Committee, assists the Board in the development of the Company’s overall compensation and retirement policies and programs based on the Board approved philosophy and budget.

  8. See Remuneration & LDCom Charter.

    The Remuneration & LDCom is composed of the following members:

    Member Designation
    Manuel V. Pangilinan Chairman
    Lance Y. Gokongwei Member
    Napoleon L. Nazareno Member
    Pedro E. Roxas Member (Independent Director)

    Rem&LD had 5 meetings in 2014 to discuss: a) results and corresponding merit increase for employee performance in the immediately past year 2013; b) proposals for annual incentive plans c) status of the first cycle of employees’ Long-Term Incentive Plan; d) study of Board remuneration; e) conduct of the 2012 performance evaluation of the President and CEO; f) talent management and succession planning; and g) review and confirmation of officers’ appointment.

    Advisers/Consultants to Remuneration and Leadership Development Committee

    Towers Watson is a leading human resources consulting firm which provides professional services that helps organizations improve performance through effective people management. At present, it offers solutions to the Company in the areas of employee engagement and compensation and benefits management.

    See Meetings and Seminars for the attendance to the Remuneration & LDCom meetings.

  9. Finance Committee (FinCom) – It reviews the financial operations of the Company and matters regarding acquisition of or investments in companies, businesses or projects.

  10. See Finance Committee Charter.

    The FinCom is composed of the following members:

    Member Designation
    Ray C. Espinosa Chairman
    Manuel M. Lopez Member
    James L. Go Member
    Pedro E. Roxas Member (Independent Director)
    John L. Gokongwei, Jr. Member
    David J. Nicol Non-Director
    Anabelle L. Chua Non-Director

    In its 12 meetings in 2014, its major accomplishments are: a) review and recommending approval of the medium-term financial plans; b) endorsement of cash dividend declarations for shares; c) review of quarterly cash projections and finance operations reports; d) review of proposals for new debts and refinancing of existing obligations; e) review of joint ventures, investment and acquisition plans; f) review and recommendation of equity infusion or capital restructuring of subsidiaries; g) review of major purchase contracts and special purpose vehicles; h) endorsement of the disposal of a Company property no longer necessary to operations; i) resolutions for tax credit claims; and j) review and recommending approval of bond offering, bank accreditation and signing authorities.

    See Meetings and Seminars section for the attendance to the FinCom meetings.

Back to Top  


Management is primarily accountable to the Board. It is responsible for the Company’s successful implementation of the strategy and direction as approved by the Board. Management is represented by a Management Committee (ManCom) composed of the corporate officers and executives headed by the President and CEO, or in his absence, the Senior Executive Vice President and COO. Weekly meetings are conducted by the ManCom to ensure implementation of major policies and directions governing the Company and its subsidiaries. It reports to the Board during regular Board meetings or during special meetings through the President and CEO and/or the Senior Executive Vice President and COO.

The annual performance of Management is assessed through the achievement of the Company’s established Balanced Scorecard indicators. To ensure continued success in managing Company operations, Management attended a structured executive training and development, including training on compensation and benefit plans and on succession planning. In addition, similar training programs were provided for senior management and the executive levels.

Following are the officers of Meralco as of January 1, 2015:

Manuel V. Pangilinan Chairman
Oscar S. Reyes President & Chief Executive Officer
Simeon Ken R. Ferrer Corporate Secretary
Roberto R. Almazora Senior Vice President Energy Market Advisor and Head, MPower
Angelito D. Bermudo Senior Vice President, President and CEO, MIESCOR
Alfredo S. Panlilio Senior Vice President
Ramon B. Segismundo Senior Vice President
Betty C. Siy-Yap Senior Vice President & Chief Finance Officer
Rafael L. Andrada First Vice President & Treasurer
Ruben B. Benosa First Vice President
Helen T. de Guzman First Vice President
Ivanna G. de la Pena First Vice President
William S. Pamintuan First Vice President, Assistant Corporate Secretary, Compliance Officer, Information Disclosure Officer and Head, Legal and Corporate Governance
Ronnie L. Aperocho First Vice President
Antonio M. Abuel, Jr. Vice President
Ireneo B. Acuña Vice President
Ferdinand C. Alejandro Vice President
Angelita S. Atanacio Vice President
Bennette D. Bachoco Vice President
Rolando M. Cagampan Vice President
Edgardo V. Carasig Vice President
Marthyn S. Cuan Vice President
Benjamin U. Cusi Vice President
Lawrence S. Fernandez Vice President
Manolo C. Fernando Vice President & Assistant Treasurer
Ferdinand O. Geluz Vice President
Victor Emmanuel S. Genuino Vice President
Nixon G. Hao Vice President
Ernie G. Imperial Vice President
Dexter C. Lee Vice President
Fortunato C. Leynes Vice President
Redentor L. Marquez Vice President
Raymond B. Ravelo Vice President
Jose Rainier A. Reyes Vice President
Nestor P. Sarmiento Vice President
Liza Rose G. Serrano-Diangson Vice President
Manuel Lorenzo L. Tuason Vice President
Jose Antonio T. Valdez Vice President
Jose Ronald V. Valles Vice President

Presented below is a snapshot of Meralco's table of organization.

Click here to enlarge image.

Back to Top  


SyCip Gorres Velayo & Co. (SGV & Co.) was reappointed as the independent external auditor of the Company, through the approval of the shareholders in the Annual General Meeting on May 27, 2014.

The engagement partner assigned to the Company in 2014 is Martin C. Guantes who has extensive accounting and auditing experience. The appointment is in accordance with the SEC regulation on the qualification of external auditors.

The AuditCom ensures that the independence of the external auditors is maintained. In line with this, the AuditCom does not allow engagement of SGV in any non-audit work that (i) will conflict with their duties as external auditors or (ii) may impair or pose a threat to their independence. Any non-audit work, if allowed, is disclosed in the Meralco Annual Report.

During the year, the external auditors provided the following audit and permissible non-audit services to Meralco and its subsidiaries.

Consolidated Audit Fees (in million Php)
  2013 2012
Financial statements audit 7.331 6.3
Bond offering audit 1.8 -
Total 9.131 6.3

There has been no disagreement with the external auditors on any matter of accounting principles or practices or auditing scope or procedure, and financial statement disclosure.

Back to Top  


The internal audit activities conform to the concepts and principles enunciated in the definition of internal auditing as an independent, objective assurance and consulting activity designed to add value and improve an organization’s operations. Internal audit services are performed in accordance with the International Standards for the Professional Practice of Internal Auditing. The internal audit group is led by a chief audit executive and includes 23 other staff with professional qualifications, which include Certified Internal Auditors, Certified Information Systems Auditors and Certified Public Accountants. The tasks of the internal audit group are set out in the Corporate Audit Charter and the Code of Corporate Governance of Meralco. To provide for independence of the internal audit group, the chief audit executive reports functionally to the AuditCom and administratively to the President and CEO in a manner outlined in the Corporate Audit Charter.

Ms. Helen T. de Guzman, the First Vice President and Chief Audit Executive of the Manila Electric Company or MERALCO, heads our Corporate (Internal) Audits. Prior to her internal audit posting, she has held other positions within the MERALCO group and other companies as external auditor, accounting officer, finance and administrative officer, comptroller, assistant general manager, treasury operations officer & assistant treasurer and compliance officer.

Ms. De Guzman is a Certified Internal Auditor, a Certified Public Accountant, an Executive MBA degree holder from the Asian Institute of Management and a Fellow of the Institute of Corporate Directors of the Philippines. She likewise belongs to the core group of independent validators of the Institute of Internal Auditors Philippines or IIAP and a qualified team leader for external quality assessment reviews.

Annually, a risk-based internal audit plan is prepared and approved by the AuditCom.

The internal audit group issues reports to Senior Management and the Audit and Risk Management Committee on the results of reviews and audits covering various operational units of the Company and its subsidiaries including specific areas of concern identified by Management. Significant concerns, which have been reported by the internal audit group, and the implementation of responsive remedial measures, are monitored by Management and by the AuditCom.

Back to Top  


Meralco is committed to the development and welfare of its employees. As the Company sustains its efforts in building a high performance culture to fully respond to the requirements of the new business environment, employees are continuously trained and developed to enable them to achieve excellent performance founded on our corporate values. Career development programs are implemented to ensure professional growth through skills and job enrichment opportunities, learning and development programs, performance management and promotions systems. Employees are compensated based on performance and over-all qualifications and market competitiveness. Adequate provisions for medical, health and other essential benefits; and workplace safety are provided to promote employee welfare and well-being. Uprightness and impartiality are observed in conflict resolution. HR Programs for our employees are continuously reviewed and enhanced to ensure their over-all effectiveness and responsiveness.

The Company is further committed in sustaining and/or further enhancing the high level of engagement of employees. Guided by the results of an employee engagement survey conducted, focused and deliberate initiatives are undertaken to help ensure employees job satisfaction and motivation. Employee communication is strengthened to keep employees well-informed on significant developments. Employees are likewise encouraged to give feedback and suggestions to Management to further improve corporate and operational performance, promoting employee accountability and empowerment.

Click the following links to view metrics related to employee welfare:

Training Metrics

Health and Safety Metrics

Click link to Revised Manual of Corporate Governance for more details.

Back to Top  


As one of Meralco’s five strategic business pillars, the subsidiaries contribute significantly in boosting shareholder value.

The Subsidiary Management Policy continues to serve as the guidebook in creating and managing subsidiaries based on the criteria and principles embodied in the Revised Manual of Corporate Governance, Code of Ethics, and existing laws, rules and regulations.

Meralco continues to strengthen the good governance practice of its subsidiaries by strongly advocating the need for each subsidiary to adopt its own Manual of Corporate Governance and Code of Ethics.

Back to Top  


Meralco seriously considers the impact of business decisions on the interests of its shareholders and other stakeholders. The Declaration of Corporate Principle of the Company’s Revised Manual of Corporate Governance specifically mentions: “The Company…uphold(s) an ethical culture that will protect and promote the best interest of the Company for the common benefit of the Company’s stockholders and other stakeholders.” The Company also protects and maintains good relations with its suppliers and creditors based on mutual respect and benefit. The Company strives to foster long-term stability, direct and open relation, and continuous development with suppliers to attain quality, competitiveness, process efficiency and performance reliability; foster governance principles in all of its business dealings with them; and seek, encourage and prefer suppliers whose business practices respect human dignity and the environment.