Manila Water Company

Investor Relations

Corporate Governance

Management Team


Vision/Philosophy

The entire organization is dedicated, as a newly publicly listed company, to observing the highest standards of corporate governance in order to serve the best interests of the investing public. The board of directors, management, employees and shareholders of Manila Water believe that sound and effective corporate governance is fundamental to the Company's continued success and long-term existence. These principles and practices enable the Company to create and sustain increased value for all its shareholders.


Corporate Governance Manual

Manila Water's corporate governance is anchored on its Corporate Governance Manual, which was adopted by the board of directors in May 2004. The Manual identifies the responsibilities of the board of directors and management in relation to good corporate governance. It also lays down the Company's audit and compliance system and its policies on conflict of interest. The Manual further provides for the rights of all shareholders and the protection of the interests of minority stockholders. The Company is in the process of revising its Corporate Governance Manual to enshrine best practices in corporate governance, as may be applicable to the Company.

Download the Company's Corporate Governance Manual.


Disclosures

As part of its commitment to promote the corporate values of transparency and accessibility to its investors, the Company fully complies with the reporting and disclosure requirements of the law as well as the relevant rules and regulations issued by the Securities and Exchange Commission and the Philippine Stock Exchange. The Company adopts a policy of prompt and accurate disclosure of all information that may be material to the investing public. The investor relations group conducts quarterly investors and analysts' briefings and regular meetings with shareholders and fund managers to keep them up to date on the business.

Download the Company's Latest Disclosures and Press Releases.


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 2006.


Committee Meetings

The Executive Committee meets as needed. The Audit Committee conducts regular meetings every quarter, prior to the quarterly board meetings. The Nominations Committee and the Proxy Validation Committee hold their meetings prior to the annual stockholders' meeting.


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.

Insider Trading Policy

The Company adopted an Insider Trading Policy in accordance with the relevant provisions of the Securities Regulation Code. The Policy helps ensure the investing public that officers and employees of the company will not use their positions to gain undue advantage over the public when trading in securities of the Company.

Download the Company's Insider Trading Policy.


Independent Auditor and Remuneration

The principal accountants and external auditors of the Company is the accounting firm of SyCip, Gorres, Velayo and Company (SGV and Co.). The audit fee of SGV and Co. for 2006 is P1,100,000, exclusive of VAT.


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