Board Committees

 ​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:
  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.

    The following are the members of the ExCom:
     
    Member Designation
    Manuel V. Pangilinan Chairman
    Ramon S. Ang Vice Chairman
    Manuel M. Lopez Member
    Artemio V. Panganiban Member(Independent Director)
    Lance Y. Gokongwei Member

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

    Executive Committee Charter
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  1. Nomination and Governance Committee (Nom & GovCom)

    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.

    The following are the members of the Nom & GovCom:
     
    Member Designation
    Pedro E. Roxas Chairman (Independent Director)
    Estelito P. Mendoza Vice Chairman
    Ray C. Espinosa Member
    Jose Ma. K. Lim Member

    In 2012, the Nom & GovCom:
     
    1. screened and selected the nominees for election as members of the Board of Directors (BOD);

    2. reviewed the rules on nomination of candidates, validation of proxies, and appreciation of ballots;

    3. reviewed the charters of different BOD Committees; and

    4. conducted the BOD and Board Committee self-assessment and evaluated its results;

    5. reviewed and endorsed to the BOD the revisions in the AuditCom Charter;

    6. reviewed and endorsed for BOD approval the corporate governance compliance assessment of the Company;

    7. facilitated the conduct of annual corporate governance enhancement program for the BOD and Senior Management.

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

    Nomination and Governance Committee Charter
  2. 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.

    ​The AuditCom is composed of the following members:
     
    Member Designation
    Artemio V. Panganiban Chairman (Independent Director)
    Vicente L. Panlilio Vice Chairman
    Jose Ma. K. Lim Member
    Eric O. Recto Member
    Pedro E. Roxas Member (Independent Director)
    Anabelle L. Chua Non-Director

    In 2012, the AuditCom was able to accomplish the following:
     
    1. review of the Company’s consolidated audited annual and unaudited quarterly financial statements, ensuring that no revisions are necessary for reasons other than mandated changes in accounting practices;

    2. review of risk management structure, systems and processes and activities;

    3. review of risk management structure, systems and processes and activities;

    4. evaluation of the external auditor’s performance, scope and work and fees;

    5. review of internal audit performance, audit plan and status report;

    6. review and assessment of management’s process of monitoring compliance with relevant laws and regulations;

    7. approval of external quality assessment review for the internal audit activity;

    8. evaluation of BOD Committee self-assessment results;

    9. review of the AuditCom Charter;

    10. assessment of the Committee’s performance for the year.

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

    Audit and Risk Management Committee Charter
  3. 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.

    Remuneration & LDCom is composed of the following members:
     
    Member Designation
    Manuel V. Pangilinan Chairman
    Eric O. Recto Vice Chairman
    Jose Ma. K. Lim Member
    Pedro E. Roxas Member (Independent Director)

    In 2012, the Remuneration & LDCom: 
     
    1. updated the BOD on the status of the employees’ Long-Term Incentive Plan;

    2. evaluated the 2012 employee performance results, and proposals for the 2013 and 2015 performance management system and incentive plans;

    3. initiated the conduct of the 2012 performance evaluation of the President and CEO;

    4. reviewed and confirmed the appointment of officers; and

    5. reviewed and confirmed the applicability of the existing Rem&LD Committee Charter.

    Towers Watson was engaged by the Company to provide consultancy services and solutions in the areas of performance and rewards. Their work served as inputs to the Rem&LD. Towers Watson is an independent consultant i.e., they have no conflicts of interests with the Company or any of its BOD, Senior Management and Employees.

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

    Remuneration & LDCom Charter
  4. Finance Committee (FinCom)

    It reviews the financial operations of the Company and matters regarding acquisition of or investments in companies, businesses or projects.

    The FinCom is composed of the following members:
     
    Member Designation
    Ray C. Espinosa Chairman
    Manuel M. Lopez Member
    Eric O. Recto Member
    Pedro E. Roxas Member (Independent Director)
    Ferdinand K. Constantino Non-Director
    Anabelle L. Chua Non-Director

    In 2012, the FinCom: 
     
    1. reviewed and recommended the approval of the 2012 consolidated corporate budget;

    2. reviewed and recommended the approval of the medium-term financial plans;

    3. recommended the approval of cash dividend declarations for common and preferred shares;

    4. reviewed the quarterly cash projections and finance operations reports;

    5. recommended the redemption on the callable preferred shares;

    6. reviewed the proposals for new debts and refinancing of existing obligations;

    7. reviewed investment plans;

    8. reviewed and recommended the funding of the Meralco Pension Fund;

    9. recommended the approval of the divestment from the real estate business;

    10. reviewed and recommended major purchase contracts;

    11. approved the disposal of assets no longer needed in the operations; and

    12. recommended approval of bank accreditation and signing authorities.​

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

    Finance Committee Charter