Meralco policies and implementing rules are consistent with its By-Laws and Articles of Incorporation.
|Articles of Incorporation|
Meralco believes that well-defined policies should cascade governance principles to business operations and processes.
These policies were based on best CG practices and adapted to the Meralco business environment:
- Revised Manual of Corporate Governance (MCG) is the foundation of Meralco’s governance policies, which complies with the amended SEC Corporate Governance Code under SEC Memorandum Circular No. 6, series of 2009 (Revised Code of Corporate Governance). The Revised Manual of Corporate Governance was submitted to the SEC on March 30, 2011 and took effect on April 1, 2011.
Revised “Standards of Business Conduct and Ethics” (Code of Ethics or COE) prescribes that ethical values and standards of behavior are observed by all directors, officers and employees of the Company as they perform their respective duties and responsibilities. The 2003 version of our COE was revised to include important provisions such as risk management and internal control. A Company-wide orientation was conducted for all employees for a thorough understanding of and personal commitment to the revised COE.
The COE was translated in Filipino and the document was given the title "Ang Binagong Kodigo ng Etika". It was released on January 27, 2012 to strengthen employee understanding of the COE and reinforce their commitment to it.
Conflict of Interest Policy sets requirements for all directors, officers and employees to observe the highest degree of transparency, selflessness and integrity in the performance of their duties, free from any form of conflict with personal interest. This took effect on August 23, 2004.
This was approved by the Board on July 30, 2012 and took effect on August 15, 2012. It supersedes the previous Conflict of Interest Policy adopted by the Company on August 23, 2004.
- Policy on Disclosure of Relatives aims to ensure fairness, transparency and objectivity in decision making and avoidance of situations that may give rise to conflict of interest. This was approved and implemented on February 1, 2010.
Policy on Blackout Period/Restriction on Trading of Shares regulates trading of shares by Company executives, officers and employees with direct access to unpublished information relating to the Company’s financial and operating results, in the interest of CG and transparency. This policy took effect on July 16, 2010.
In the event that they are required to trade shares within the blackout period (15 calendar days before and 2 trading days after the release or announcement of Meralco 's quarterly and annual financial and operating results), they must notify and seek approval of the President of Meralco, or in the case of the Meralco President, the Chairman of the Board of Directors of Meralco, prior to trading.
- “Be Right” Communication Policy promotes open lines of communication between Management and employees, enabling Management to relay directions and for employees to express their ideas and concerns to Management. This policy also provides a framework and guidance for good faith reporters on violations of governance principles, policies, codes of conduct, misstatement of financial transactions and accounts, fraud, and other potential whistleblowing type of incidents without exposure to retaliation. The “Be Right” policy was approved on August 10, 2010.
- Policy on Solicitation and Acceptance of Gifts regulates the acceptance of gifts offered and given by third parties to prevent all directors, officers and employees from putting themselves in situations that could affect the fair, objective and effective performance of their duties. This policy was approved on December 13, 2010.
- Suppliers' Business Conduct Policy states that Meralco engages the services of Suppliers that advocate the same corporate governance standards and business ethics. This policy was approved on September 24, 2012.
These policies on corporate governance are available at the Corporate Governance Intranet Portal of Meralco. Copies of the Corporate Governance Handbook, which compiles the above-mentioned policies, were distributed to all offices.
Meralco’s Manual of Corporate Governance embodies the principles and meets the standards of governance set by the Philippine Securities and Exchange Commission (SEC). The manual adheres to the laws enfranchising the corporate existence and utility operations of the company. It represents a firm commitment to a framework of corporate and governance rules and principles that covers all aspects of our business. If any approach deviates from this manual, it is explained in the Compliance Officer's annual certification of compliance to the SEC.
Specific documents like the Code of Ethics, Code of Employee Discipline, Safety Code, Policy on Subsidiary Management, Policy on Conflict of Interest and Guidelines on Board Committees were also developed and are being implemented in support of the principles embodied in the Manual of Corporate Governance. The policies, rules and principles contained herein build on Meralco's own standards and experience, whilst respecting the benchmarks set in the SEC.