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 As at 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 26, 2013, 32 days before the 2013 AGM on May 28, 2013.
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 Notes to the Audited Consolidated Financial Statements, found on the Section on Equity.
Annual General MeetingThe Notice of AGM for 2013 together with other supporting information and documents, all written in the English language, were sent by the Office of the Corporate Secretary to all stockholders on record as of March 15, 2013 last April 26, 2013, 32 days ahead of the AGM date. The meeting invitation indicated the following: a) date, time and place of the meeting; b) profiles of the elected directors such as age, qualifications, experiences, positions or directorships in other companies, for re-electionists – date of first appointment; c) name and profile of the auditing firm recommended for appointment; d) issues to be voted with the Board’s opinions and supporting documents that will provide sufficient information for the shareholders to base their decisions on, and; e) brief description of the dividend policy and amount of final dividends declared.
Shareholders are encouraged to personally attend the AGM and if unable to do so, are advised of their right to appoint a proxy in their behalf. A copy of the proxy form was sent together with the AGM call to meeting. Notarization of a proxy is not required but has to comply with legal requirements. All of these AGM related documents were also made available to the shareholders through the Company's website last April 26, 2013, which is 32 days in advance of the AGM. All information are provided ahead of the AGM schedule to provide adequate time for the stockholders to review the agenda.