Company's Policies



These policies were based on best CG practices and adapted to the Meralco business environment:
 
  1. Revised Manual of Corporate Governance is the foundation of Meralco's governance policies, which states the responsibilities of the Board, Management and the Company to stockholders and all other stakeholders. It complies with the SEC Code of Corporate Governance under SEC Memorandum Circulars No. 2 Series of 2002, No. 6 Series of 2009, No. 9 Series of 2014, and No. 19 Series of 2016. The Revised Manual of Corporate Governance was amended and submitted to the SEC on April 24, 2017.

  2. 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.

  3. 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.

    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.

  4. 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.
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  1. Insider Trading Policy regulates trading of shares by Company executives, officers and employees with direct access to unpublished information relating to the Company’s financial and operating results, in the interest of CG and transparency.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 (10 trading 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.

    The Company requires all its directors and officers to disclose to the Philippine Stock Exchange (PSE) the details of any acquisition, disposal, or change in their beneficial ownership of Meralco (MER) shares, within two trading days after the transaction.

  2. “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.

    The policy consists of two programs/implementing rules:
     
    1. E-suggest Mo (Employee Suggestions)

      E-suggest Mo harnesses employees bright ideas and suggestions that will save on operating costs, increase revenues, improve work and service quality, workplace efficiency and service to customer and other stakeholders. Recognitions and rewards are given to the viable and qualified ideas and suggestions.

    2. E-Report (Whistleblowing Policy)

      The E-Report Mo encourages the reporting of any violation of corporate governance rules or policies, questionable accounting or auditing matters, and other malfeasance. Every stakeholder is allowed to freely communicate with the Company in good faith, and expect corresponding resolution based on merit of report. E-Report Mo procedures were developed to maintain confidentiality and fairness in the handling of reports.

      Retaliation is prohibited and is dealt with in accordance with the pertinent Company policies, rules and applicable laws. Through E-Report Mo, the Company provides appropriate protection from retaliation. In the event of retaliation, the reporting person or witness shall report to Corporate Governance Office (CGO) by filling out a Retaliation Protection Report Form.

      Protection from retaliation will be granted, upon endorsement of CGO, reviewed by the Management Disciplinary Committee or the relevant Board Committee for approval of the CEO, his designated representative or the Chairman of the Board. These requests shall be processed expeditiously.

  3. 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.

  4. 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 and amended on June 15, 2016.

  5. Management Control Policy, which describes Management's responsibility for a system of checks and balances and emphasizes the importance of internal control processes as an integral part of MERALCO's governance system and risk management. Effective management control is necessary to ensure that behavior and decisions of people in the organization are consistent with the company's objectives and strategies.

  6. Related Party Transactions (RPT) Policy ensures that transaction of the Company with its related parties are conducted in fair and at arms' length terms. It requires review of material/significant RPTs by the Audit and Risk Management Committee to determine whether these RPTs are in the best interest of the Company.

  7. Policy on Board of Directors' Orientation and Continuing Education states that the Board of Directors shall be provided with appropriate orientation, continuing education and training programs in support of their oversight role of the Company.

    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.

  8. Social Media Policy.The Company’s Social Media Policy was crafted to serve as the guideline and standard in the use of online platforms/ social media so as to safeguard the Company’s interest and that of it’s stakeholders. This policy was approved on May 31, 2016.
 

Corporate  Governance Policy Releases

September 22, 2016
Corporate Governance Report of 2015
June 3, 2015
Corporate Governance Report of 2014
December 30, 2014
Corporate Governance Report of 2013
December 30, 2014
Corporate Governance Report of 2012
December 30, 2014
Corporate Governance Report of 2011
December 30, 2014
Corporate Governance Report of 2009
December 30, 2014
Corporate Governance Report of 2008
December 30, 2014
Corporate Governance Report of 2010
December 30, 2014
Corporate Governance Report of 2007
December 30, 2014
Meralco Revised Code of Ethics 2010
December 30, 2014
Meralco Code of Ethics 2003
December 30, 2014
Corporate Governance Posters
December 30, 2014
Revised Manual of Corporate Governance
December 30, 2014
Management Control Policy
December 30, 2014
Related Party Transactions Policy
December 30, 2014
Supplier's Business Conduct Policy
December 30, 2014
Manual of Corporate Governance
December 31, 2013
Corporate Governance Posters: Our FAIT (Fairness, Accountability, Integrity and Transparency) Principles
November 30, 2012
Ang Binagong Kodigo ng Etika (Filipino Version of Meralco Revised Code of Ethics)
December 31, 2009
Enterprise Risk Management Policy