Manila Water Company

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Board of Directors

The Board of Directors oversees the management of the Company and provides directions towards the formulation of a sound corporate strategy. The Board is the guardian of fairness, transparency and accountability in all of the major financial and business dealings of the Company, with the end in view of protecting the interests of all investors and stakeholders.

The Board has eleven (11) members, elected by the Company’s stockholders entitled to vote at the annual meeting. The directors hold office for one (1) year and until their successors are elected and qualified in accordance with the Company’s By-Laws.

Board Meetings and Attendance

The board of directors holds its organizational meeting after the annual election of directors. Regular meetings of the board are held quarterly. Special meetings may be called by the Chairman, Vice-Chairman, President or a majority of the board.

Under the Company’s Corporate Governance Manual, a director’s absence or non-participation for whatever reason in more than 50% of all meetings, both regular and special, in a year is a ground for temporary disqualification in the succeeding election.

» Download the Certification of the Company’s Compliance Officer on the record of attendance of the members of the board for 2007.
» Download the Certification of the Company’s Compliance Officer on the record of attendance of the members of the board for 2006.

Board Committees

The Board is supported by four (4) committees, all of which are required to report to the Board a summary of the actions taken.

1. Executive Committee
2. Audit and Governance Committee
3. Remuneration Committee
4. Nomination Committee

The membership of the Board committees is as follows:

Committee Meetings

The Executive Committee and the Nominations Committee meet as needed. The Audit and Governance Committee conducts regular meetings every quarter, prior to the quarterly board meetings. The Proxy Validation Committee holds its meetings prior to the annual stockholders’ meeting.

The record of attendance at Board committee meetings is as follows:

Board Remuneration

The Company’s By-Laws provides that by resolution of the board, each director shall receive a reasonable per diem allowance for his attendance at each meeting of the board. As compensation, the board shall receive and allocate an amount of not more than 10.0% of the net income before income tax of the corporation during the preceding year. Such compensation shall be determined and apportioned among the directors in such manner as the board may deem proper, subject to approval of stockholders representing at least a majority of the outstanding capital stock at a regular or special meeting of the stockholders. The stockholders of the Company owning more than 80.0% of shares in each class of shares entitled to vote confirmed the directors’ remuneration which the board approved, as follows:

• For each Board Director – P200,000.00 for each quarterly and annual meeting, a portion of which to be allocated as fixed remuneration and the balance as attendance fee based on Board meetings actually attended;
• For Board Committee Members – P20,000.00 per Committee meeting actually attended.

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