Manila Water Company, Inc. (the “Company”) is dedicated to observing the highest standards of corporate governance in order to serve the best interests of the investing public. The Board, the Management and the employees of the Company are one in the conviction that sound and effective governance is fundamental to the Company’s continued success and stability, and will enable it to create and sustain increased value for its shareholders. Maintaining this strong foundation of good governance becomes more essential as Manila Water grows, both in its existing space and in the new markets it enters.
THE BOARD OF DIRECTORS
Manila Water prides itself with its Board of Directors (the “Board”), composed of highly competent individuals who are well-recognized in their respective fields and in the business community. The Board provides a clear vision towards the formulation of sound corporate strategies, and oversees the systemization, improvement and upholding of transparency in governance. The Board provides guidance in achieving fairness and accountability in all major dealings of the Company, with the objective of protecting the interests of all stakeholders.
In the exercise of their duties, the members of the Board must exercise their best and unbiased judgment in the utmost interests of the Company. The Board is the guardian of fairness, transparency, and accountability in all of the major financial and business dealings of the Company, protecting the interests of investors and stakeholders.
Download the Charter of the Board of Directors
Roles and Responsibilities
The Board exercises its express powers in the By Laws and in the Manual and those that may be authorized by the Board and under existing laws, rules and regulations. In this connection, the Board fulfils certain key functions, including:
(a) Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestitures.
(b) Monitoring the effectiveness of the Company’s governance practices and making changes as needed.
(c) Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.
(d) Aligning key executive and board remuneration with the longer term interests of the Company and its shareholders.
(e) Ensuring a formal and transparent board nomination and election process.
(f) Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.
(g) Ensuring the integrity of the Company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
(h) Overseeing the process of disclosure and communications.
Without prejudice to the requirements of existing laws, rules and regulation, and the provisions of the By Laws and the Manual, the Board may delegate the implementation of the foregoing functions to the Board Committees, Executive Officers and key senior managers of the Company.
THE PROFILES OF THE BOARD OF DIRECTORS & EXECUTIVE OFFICERS
Board Diversity Policy
Manila Water encourages the selection of a mix of competent directors, each of whom can add value and contribute independent judgment to the formulation of sound corporate strategies and policies. The Company values the inputs and opinions of each director, ensuring that a Director shall not be discriminated upon by reason of gender, age, ethnicity, or political, religious or cultural beliefs. Towards this end, the Board has adopted a policy of diversity in skills, competence, gender, age and ethnicity, as well as religious, political or cultural background.
The Board has eleven (11) members who are elected by the stockholders during the annual stockholders' meeting.
The Board of Manila Water is composed of Directors with a collective working knowledge, experience or expertise that is relevant to the Company’s industry or sector. The Board membership has an appropriate mix of competence and expertise and it is required that members remain qualified for their positions individually and collectively, to ensure that the Board is able to fulfill its roles and responsibilities and respond to the needs of the organization based on the evolving business environment and strategic direction.
It is a policy of Manila Water that the Board shall be composed of a majority of non-executive directors who possess the necessary qualifications to effectively participate and help secure objective, independent judgment on corporate affairs and to substantiate proper checks and balances.
Independent Directors and the Lead Independent Director
In compliance with the requirements of the law, the Company’s Manual, and the rules and regulations of the Securities and Exchange Commission (SEC), the Company has four (4) independent directors as members of the Board. Under the Charter of the Board, Independence is defined as, with respect to any person, the absence of any restrictions or limitations or freedom from any interests or relationships that would interfere with the exercise of impartial and objective judgment in carrying out the responsibilities of that person. Under the Manual, Independence is defined as, with respect to any person, the absence of any restrictions or limitations or freedom from any interests or relationships that would interfere with the exercise of impartial and objective judgment in carrying out the responsibilities of that person.
Thus, Independent directors shall hold no interests or relationships with the Company that may hinder their independence from the Company or its management, which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
An independent director shall, within thirty (30) days from his election or appointment, including any re-election or re-appointment, submit to the Corporate Secretary a letter of confirmation stating that he holds no interests affiliated with the Company, its management or controlling shareholder.
Finally, the Company also subscribes to the requirements of independence under existing laws, rules and regulations, in particular, the SEC Memorandum Circular No. 16 Series of 2002. Hence, the Company ensures that its independent directors have all the qualifications and none of the disqualifications specified in the said SEC Memorandum Circular.
Among the Independent Directors, the Board should designate a lead director if the Chairman of the Board is not independent, or if the positions of the Chairman of the Board and Chief Executive Officer are held by one person. The functions of the lead independent director include, among others, the following: serves as an intermediary between the Chairman and the other directors when necessary; convenes and chairs meetings of the non-executive directors; and contributes to the performance evaluation of the Chairman, as required.
The Board determines a level of remuneration for directors that shall be sufficient to attract and retain directors, and compensate them for attendance at meetings of the Board and Board Committees and their performance of numerous responsibilities of a Board member. The Remuneration Committee is responsible for recommending to the Board the fees and other compensation for directors. In fulfilling this duty, the Remuneration Committee is guided by the objective of ensuring that the proposed fees should fairly compensate the directors for the work required consistent with the Company’s size and industry.
In a special meeting held on April 11, 2011, the Board approved an increase in the Board remuneration. The approved remuneration for each member of the Board consists of ₱500,000 as a fixed annual retainer fee, ₱200,000 for each meeting of the Board actually attended, and ₱50,000 for each Committee meeting actually attended. This Board remuneration structure was approved by the stockholders in its annual stockholders’ meeting of even date, and has not been modified since then. In the same annual meeting held on April 11, 2011, the stockholders approved the amendment of the By-Laws, giving the Board of Directors the authority to determine the amount, form, and structure of the fees and other compensation of the directors.
Vision, Mission and Corporate Objectives
The Board formulates strategic objectives, key policies and procedures for the management of the Company. Furthermore, the Board has established the mechanism for monitoring and evaluating the performance of the Management, especially that of the President and CEO. Under its Charter, the Board is enjoined to periodically review, at least annually, the mission and vision statements of the Company, and to revise the same as may be necessary, in accordance with the strategic objections, directions and key policies of the Company, to sustain market competitiveness and enhance shareholder value.
Accordingly, in its regular meeting held on March 1, 2017, the Board has confirmed the following mission and vision of the Company, as still representative of its strategic and corporate objectives:
“Our mission is to create an exceptional customer experience in the provision of sustainable solutions vital to health and life.”
“Our vision is to become a leader in the provision of water, used water and environmental services which will empower people, protect the environment, and enhance sustainable development.”
Annual Board and Board Committee Evaluation
The Board has an annual evaluation process that is required to be accomplished by the directors, which enables an informed and objective assessment of the following:
1. Board and Board Committee processes and meetings;
2. Compliance by the Board and Board Committees with their functions and responsibilities;
3. Board-Management and Board Committee-Management relationships;
4. Board member and Board Committee member self-evaluation; and
5. Evaluation of the performance of the President and CEO.
This evaluation enables the Board and the Management to determine areas that need improvement on the very scope and criteria of the evaluation process. It also allows the Board to explain their respective ratings and to provide their own comments on the matters discussed in the evaluation. The scope and criteria for the Board Evaluation Process is contained in the Charter of the Board of Directors. The Charter of the Board is available for download at the Company’s website.
Download the Criteria for the Board Evaluation
In addition to the annual Board evaluation process, the Audit Committee complies with SEC Memorandum Circular No. 4 Series of 2012 on the Guidelines for the Assessment of the Performance of Audit Committees of Companies Listed on the Philippine Stock Exchange which took effect on June 30, 2012. Pursuant to this, an annual evaluation is also being conducted to assess the performance of the Audit Committee in accordance with the Circular.
Corporate Governance Orientation for Directors
The members of the Board are required to regularly attend seminars and conferences to continuously update themselves on the developments in policy, regulations and standards on good corporate governance. Under the Company’s Manual, the members of the Board are also provided with such resources, trainings and continuing education to enable each member to actively, independently and judiciously participate in Board and Committee meetings. They are also required to keep abreast with industry developments and business trends in order that they may promote the Company’s competitiveness and sustainability. Attendance in a corporate governance seminar conducted by a duly-recognized private or governmental institution is also a mandatory requirement prior to their assumption of office and during their term of office.
The Company also provides general access to training courses to its directors as a matter of continuous professional education as well as to enhance their skills as directors, and keep them updated in their knowledge and understanding of the Company’s business. The Board and Board Committees are also allowed to hire independent legal counsel, accountants or other consultants to advise them when necessary.
At every board meeting, directors are provided with a management update on the operational and financial status of, and other relevant matters, about the Company to ensure that the directors are continuously informed of new developments and the performance of the Company.
Upon assumption of office, a director appointed for the first time undergoes a corporate orientation program conducted by the Office of the Corporate Secretary to enable them to have a working knowledge of the statutory and regulatory requirements affecting the Company. The corporate orientation program includes modules on the operations of the Company, as well as relevant contracts of the Company, and also covers existing policies, rules and regulations of the Company. The curriculum of the orientation program may be revised as often as necessary to include other relevant subjects and matters relating to the Company. In addition to the corporate orientation program for new directors, the Office of the Corporate Secretary informs the Board of any updates on the matters covered by the orientation program. The corporate orientation program and updates are usually given during the regular meetings of the Board.
These programs notwithstanding, Manila Water encouraged its directors to attend external trainings, courses or continuing professional education programs on corporate governance. The Directors are required to inform the Office of the Corporate Secretary of the trainings or courses attended for record and disclosure purposes.
2015 Attendance in Trainings
2016 Attendance in Trainings
2017 Attendance in Trainings
SEC Letter on the Exemption of Ambassador Jose L. Cuisia, Jr.
The directors should attend and actively participate in all meetings of the Board, Committees, and Shareholders in person or through tele-/videoconferencing conducted in accordance with the rules and regulations of the SEC, except when justifiable causes, such as, illness, death in the immediate family and serious accidents, prevent them from doing so. In Board and Board Committee meetings, the director should review meeting materials and if called for, ask the necessary questions or seek clarifications and explanations.
Under the Charter of the Board, the Board institutionalized a policy of holding at least six (6) meetings in a year. These include the organizational meeting of the Board which is held immediately after the annual stockholders’ meeting. Under the By-Laws, special meetings may be called by the Chairman, Vice Chairman, President or at the instance of a majority of the members of the Board.
To promote transparency, the Board has a policy of requiring the presence of at least one (1) independent director in all its meetings. In the past twelve (12) years, the Board has not conducted a meeting without the presence of at least one independent director.
Under the Manual, a director’s absence or nonparticipation, for whatever reason in more than fifty percent (50%) of all Board meetings, both regular and special, in a year is a ground for temporary disqualification in the succeeding election.
The non-executive directors (NEDs) are mandated to hold separate periodic meetings with the external auditor and heads of the internal audit, compliance and risk functions, without any executive directors present to ensure that proper checks and balances are in place within the Company. These meetings shall be chaired by the Lead Independent Director.
Under the Charter of the Board, at least two-thirds (2/3) of the members of Board (as fixed in the Articles of Incorporation) shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except when a higher quorum is required in contracts binding on the Company.
In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum is obtained.
On the other hand, unless otherwise provided by law or the By-laws, stockholders as of Record Date constituting at least a majority of the outstanding voting capital stock of the Company is necessary to constitute a quorum. The stockholders may be present in person or represented by proxy. The affirmative vote of stockholders constituting at least a majority of the outstanding voting capital stock of the Company is necessary to approve matters requiring stockholders’ action. However, the following corporate acts and measures must be ratified and/or approved by the stockholders representing or constituting at least two thirds (2/3) of the outstanding capital stock of the Company:
1. Amendment of the Articles of Incorporation
2. Adoption and/or amendment of the By-Laws Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate property
3. Incurring, creating or increasing bonded indebtedness
4. Increase or decrease of capital stock
5. Merger or consolidation of the Company with another company
6. Investment of corporate funds in another corporation or business for any purpose other than the primary purpose for which it was organized
7. Dissolution of the corporation
Board Meeting Attendance
In accordance with the Manual, all the members of the Board attended at least eighty-six percent (86%) of the Board meetings held in 2016. A total of seven (7) meetings were held by the Board in 2016. These are as follows:
• a regular meeting on February 26, 2016;
• an organizational meeting on April 11, 2016;
• a meeting of the Non-Executive Directors on April 11, 2016; and
• regular meetings on June 9, 2016, August 11, 2016, October 3, 2016 and November 22, 2016.
As the only Executive Director, the President and CEO of the Company is never a party to the meeting of the Non-Executive Directors.
Download Attendance in Board and Board Committee Meetings
2016 Attendance of the Board of Directors in Board and Board Committee Meetings
2017 Attendance of the Board of Directors in Board and Board Committee Meetings
THE BOARD COMMITTEES
The Board is supported by several committees, namely: Executive Committee, Audit Committee, Corporate Governance Committee, Board Risk Oversight Committee, Related Party Transactions Committee, Nomination Committee, Remuneration Committee, and the Committee of Inspectors of Ballots and Proxies. These committees are required to report to the Board a summary of the actions taken on matters submitted to them for consideration. Each of the Board Committees has its own charter that provides guidance on the manner by which its members and the committees should exercise their functions and mandates.
The Board appoints the committee chairmen and members at its annual organizational meeting or at any time thereafter, whenever any vacancy occurs in the committees. Membership of the committees shall be reviewed annually, subject to the approval of the Board.
Each Board Committee shall have and be guided by its own charter, to be approved by the Board, and shall be supported by the Office of the Corporate Secretary in the performance of its functions.
An act of a Board Committee which is within the scope of its powers shall be valid and effective. However, all actions of the committees shall be reported to the Board at the meeting thereof following such actions and shall be subject to revision or alteration by the Board, provided that no rights or acts of third parties shall be affected by any such revision or alteration.
The Board may establish such other committees as may be deemed necessary for the efficient and effective performance of its functions.
Board Committee Section
Charter of the Committees
THE OFFICE OF THE CORPORATE SECRETARY
The Board is assisted in its duties by a Corporate Secretary, who is a separate individual from the Compliance Officer of the Company.
The Corporate Secretary ensures that the Board and the Management follow internal and external rules and regulations, and facilitates clear communications between the Board and Management. More importantly, the Company recognizes the mandate of the Office in championing the compliance of the Board and the Company with good corporate governance practices and policies. For this purpose, the Office of the Corporate Secretary, under its own Charter, is mandated to coordinate with the Office of the Compliance Officer with regard to the formulation and implementation of the corporate governance practices of the Company, especially those relevant to and affecting the Board. This is to ensure that sound corporate governance practices are embedded across the entire organization.
Download the Charter of the Office of the Corporate Secretary
THE COMPLIANCE OFFICER
In accordance with the Manual, and in order to ensure adherence to the principles and best practices in corporate governance, the Board appoints a Compliance Officer whose primary role is to operationalize the Manual, and monitor overall compliance with its provisions and requirements. Moreover, the Compliance Officer is tasked with the duty to communicate with the SEC on matters relating to the Company’s compliance with the Manual and the clarification of matters required by the said Commission. Together with his primary function, the Compliance Officer is also tasked to oversee the implementation of the Company’s Code of Business Conduct and Ethics and the Related Party Transactions Policy.
Luis Juan B. Oreta, who is the Company’s Chief Finance Officer and Treasurer, is the Compliance Officer designated to ensure and confirm adherence of the Company to the best practices in corporate governance. In a certification executed by the Compliance Officer dated January 30, 2017, the Company confirms its full compliance with its Manual of Corporate Governance.
THE CORPORATE GOVERNANCE OFFICE
The Legal and Corporate Governance Department (the “Department”) is the unit tasked to formulate and implement the initiatives and policies on good corporate governance. The Department, on matters of corporate governance, reports directly to the Compliance Officer under the supervision of the Audit and Governance Committee. The Department has been active in the continuous conduct of orientation to all Manila Water employees and business partners on the Company’s governance policies, particularly on matters contained in the Manual and the Code of Business Conduct and Ethics, such as transparency, whistle blower policy, honesty and fair dealing, and prompt and adequate disclosure of material information, among other policies.
Among the mandates of the Department is the continuous identification of gaps and challenges on corporate governance practices across the organization. This allows the Department to propose improvements on the Company’s policies based on international corporate governance standards. Finally, the Department, in coordination with the Office of the Corporate Secretary, also provides timely updates to the Board and the Management on the current and best practices on corporate governance in the industry and globally.
The Internal Audit (IA) team conducts an independent, objective assurance and consulting activity designed to add value and improve the organization’s operations. It helps the organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.
The IA reports to and supports the Audit and Governance Committee in the effective discharge of the Committee’s oversight role and responsibility. The IA consists of talents and professionals who are either a Certified Public Accountant, Certified Internal Auditor, Certified Information Systems Auditor, Certified in Risk and Information Systems Control, Civil Engineer, Electrical Engineer, or a mix thereof.
Annually, a risk-based internal audit plan is prepared and approved by the Audit and Governance Committee. The IA conducts its activities guided by the Institute of Internal Auditors’ (IIA) Professional Practices Framework consisting of the International Standards for the Professional Practice of Internal Auditing (Standards), the Definition of Internal Auditing and the Code of Ethics. In June 2012, the Internal Audit function was rated “Generally Conforms” after a thorough third-party Quality Assessment Review (QAR) by the Institute of Internal Auditors Inc. The rating, considered the highest possible rating in connection with the QAR, confirmed that IA’s activities are conforming to and in compliance with the International Standards for the Professional Practice of Internal Auditing. The Standards requires that the external assessment be conducted at least once every five (5) years.
Download the Internal Audit Charter
The Management is primarily responsible in deciding and implementing the day-to-day affairs of the Company. It determines the Company’s activities by putting the Company’s targets in concrete terms and by formulating the basic strategies for achieving these targets. As part of its accountability, the Management is required to provide the Board with adequate, regular and timely information on the operations and affairs of the Company.
The roles of the Chairman and the President were made separate to ensure an appropriate balance of authority, increased accountability and greater capacity of the Board for independent decision-making. The Manual requires the Company to disclose the relationship between the Chairman and the President, if any, in its annual report to the SEC. The Chairman of the Board, Fernando Zobel de Ayala, and the President and CEO of the Company, Gerardo C. Ablaza Jr., are not related to each other.
The Board, with the assistance of the Remuneration Committee, the Nomination Committee and the Company’s Corporate Human Resources Group, has adopted a professional development program for employees, officers and senior management. Through competency management, the Company has put in place a process to determine the skills necessary for particular positions in the Company, and identifies key talents for purposes of succession. The Company’s Corporate Human Resources Group has developed a Talent Master Plan to determine the optimal organizational structuring, recruitment strategies, performance evaluation methodologies, total rewards management and career development. These are all geared to attract, retain and engage the company’s employees, officers and senior management, and to cultivate them to become the Company’s future business leaders.
The development of a leadership talent pool is crucial to the success of Manila Water in the future. Hence, it is one of the top strategic priorities of the Company. For the succession of the top key management positions, the Company has formed an Acceleration Pool composed of selected high potential key talents within the organization.
Talents identified to be part of the Acceleration Pool undergo the following:
1. assessment that gauges a talent’s business driver readiness and leadership competencies;
2. creation of an Individual Development Plan that outlines possible developmental areas and stretched assignments; and
3. coaching and mentoring sessions with the Management Committee.
The Management Committee is composed of the top key executives of the Company from the President/CEO to those occupying positions equivalent to Vice Presidents.
In the last annual stockholders’ meeting held on April 17, 2017, the stockholders approved the re-appointment of SGV & Co. as external auditor of the Company for an audit fee of ₱2,100,000.00, exclusive of Value Added Taxes. Prior to the stockholders’ meeting, the Audit and Governance Committee endorsed, and the Board approved, the endorsement of SGV & Co. for re-appointment as the external auditor of the Company.
The external auditor of the Company is tasked with the audit of its annual and quarterly financial statements and reports. Where the Company engages the services of SGV & Co. for non-audit or consultancy services, the Company, as a matter of policy, ensures that the fees received by SGV & Co. on such non-audit or consultancy services are not more than the approved audit fees in order not to impair the external auditor’s independence which should be maintained at all times to assure the stockholders of the integrity of the Company’s financial statements and reports.
|External Audit Fees
|Financial Statements Audit
|All other fees
* Proxy Validation, Validation of ASM Votes, Continuing Professional Development Training for CPAs, Report on Supplementary Schedule of Debt to Equity Ratio, Loan Compliance Report
THE CHIEF RISK OFFICER
The Chief Risk Officer (CRO) oversees the entire risk management function and leads the development, implementation, maintenance and continuous improvement of Enterprise Risk Management (ERM) Program processes and tools. The CRO is the Vice Chairman of the Risk Management Executive Committee (RMEC) which directs the Enterprise Risk and Insurance Management (ERIM) Department in facilitating the ERM process throughout Manila Water and in collecting and analyzing key business risk information for reporting to the RMEC.
THE ENTERPRISE RISK AND INSURANCE MANAGEMENT
The Enterprise Risk and Insurance Management Department is responsible for the sustained implementation of the Enterprise Risk Management Program of the Company and ensures that key risks are identified and managed by the respective risk owners.
ERIM Department is also responsible for managing the insurance program of the Company and provides oversight on the insurance program of the subsidiaries, with the objective of making the program optimal, cost-effective, risk-based and responsive to the Company’s needs.
INVESTOR RELATIONS DEPARTMENT
The Investor Relations Office (IR) is tasked to regularly keep the Company’s investors and stakeholders informed of the developments in the Company’s business. For this purpose, the IR conducts quarterly analysts’ briefings and regular meetings with shareholders, fund managers and analysts to keep them updated on the financial and operating performance of the Company as well as other relevant material information. A press briefing is also held each year immediately after the annual stockholders' meeting to engage other stakeholders, specifically the media.
The IR is easily reached through the contact details provided in the Annual Report or in the Company website for any stockholder, stakeholder or investor concerns.
In the pursuit of the Company’s thrust to continuously improve awareness of best practices in the conduct of its business and operations especially in corporate governance across the organization, including dealings with its business partners and customers, Manila Water constantly updates its website, www.manilawater.com, with a section dedicated to corporate governance and investor relations. The Corporate Governance section of the website contains all disclosures made by the Company to the PSE and SEC, as well as its Manual, the Code, the Charters of the Board and its Committees, the various corporate governance policies and other matters and information of relevance to the stockholders and all stakeholders. The Company discloses its corporate governance practices, corporate events calendar, and other material information on its website in a timely manner.
The Investor Relations section houses all information that may be required by the investors, shareholders and stakeholders. The site has been enhanced to be user-friendly and is accessible to the public at all times.
CORPORATE GOVERNANCE RECOGNITION AND AWARDS
The Company’s commitment to uphold the highest standards of good corporate governance has again been confirmed and recognized through the prestigious awards it has received in 2016. Among these awards include the recognition given by the Philippine Institutional Investors to the Company as one of the fifteen (15) Governance Awardees at the 2016 Investor’s Forum held on October 6, 2016. Eleven (11) of the awardees Governance Awardees (including Manila Water) also topped the ASEAN Corporate Governance Awards given last November 2015 by the Institute of Corporate Directors in partnership with the Fund Managers Association of the Philippines, Philippine Investment Funds Association, Trust Officers of the Philippines and PJS Corporate Support Inc.
In addition, the Company was recognized once again by the Philippine Stock Exchange, Inc. (PSE) during the 2016 PSE Bell Awards held last November 10, 2016 as among the top 5 out of 300 publicly listed companies in the Country for their excellence in practicing corporate governance. This was the 4th PSE Bell award received by Company since its launch in 2012.