A. ShareholdersMeralco 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, www.meralco.com.ph. 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 27, 2011, 34 days before the 2011 AGM on May 31, 2011.
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 Note 18 to the Audited Consolidated Financial Statements.
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.
Based on Meralco’s stock and transfer book, the security ownership as at December 31, 2011 of certain record and beneficial owners of more than 5% of any class of its voting securities is as follows: