A. ShareholdersThe Company upholds the rights of its shareholders, as well as the general investing public, to obtain relevant information about the Company in a timely and regular basis.
The Company's financial performance and prospects are regularly reported to the SEC and PSE. These reports are immediately made public upon submission to the SEC through press releases and postings in the Company’s website. These include disclosures on related party transactions in compliance with Company policy. No disputes in connection with such related party transactions were reported in the past two years.
Investors' briefings are held quarterly, where equity and credit analysts of both local and foreign-based institutions are invited. Analysts 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 broadsheets and wire agencies. The briefings become 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 facility to communicate with the Company such as telephone, mail, electronic mail, and its website, www.meralco.com.ph. The Investor Relations Office supervises the investors’ briefings and attends to institutional investors’ needs; while the Stockholder Affairs Office attends to the inquiries and other concerns of shareholders, including the distribution of Notice and Agenda of the AGM at least 30 days before the said meeting. For the 2010 AGM, notices were sent on March 30, 2010, 56 days before the AGM on May 25, 2010.
The AGM serves as a venue for the shareholders to clarify Company issues in the presence of the Board, the Chairman, the CEO, Management and external auditors. Shareholders are encouraged to personally attend the AGM and if unable to do so, are advised of their right to appoint a proxy on their behalf. Notarization of a proxy is not required but has to comply with the requirements of law, in particular, the Corporation Code and SRC, pertinent rules and regulations, By-Laws, and rules and policies adopted by the Board.
The voting procedure in the AGM is as follows: (a) the matters in the agenda require the affirmative vote of qualified stockholders. Each common stockholder shall be entitled to one vote for each share; (b) in the election of directors, each qualified stockholder may accumulate and distribute his votes in accordance with the Corporation Code of the Philippines; (c) voting and counting of votes shall be by balloting, show of hands or viva voce. Auditors and inspectors appointed by the Board will be present to canvass and inspect ballots.
During the May 25, 2010 AGM, the shareholders ratified the dividend policy approved by the Board, which called 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 a special dividend is dependent on the availability of unrestricted retained earnings and cash. Details of the cash dividend pay-outs are contained in the Notes to Consolidated Financial Statements.