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Board Committees


The Board Committees

The Board is supported by eight (8) Committees, namely, the (i) Executive Committee, (ii) Board Risk Oversight Committee, (iii) Audit Committee, (iv) Corporate Governance Committee (v) Nomination Committee, (vi) Remuneration Committee, (vii) Related Party Transactions Committee, and (viii) Committee of Inspectors of Ballots and Proxies. The Committees are required to report to the Board a summary of the actions taken on matters within their competencies and mandates.
 

The Executive Committee

The Executive Committee is composed of five (5) directors. It acts by a majority vote of all its members on such specific matters within the competence of the Board or as may, from time to time, be delegated to it in accordance with the Company’s By-Laws, except with respect to (a) approval of any action for which shareholders’ approval is also required; (b) the filling of vacancies on the Board or in the Executive Committee; (c) the amendment or repeal of By-Laws or the adoption of new By-Laws; (d) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable; (e) the distribution of cash dividends; and (f) the exercise of powers delegated by the Board exclusively to other committees, if any.

The Executive Committee holds meetings as needed. 

Download the Executive Committee Charter
 

The Board Risk Oversight Committee

The Board Risk Oversight Committee (“BROC”), previously the Risk Committee is composed of four (4) members, three (3) of whom are independent directors. It is required to be chaired by an independent director who cannot be the Chairman of the Board or of any other committee of the Board.

The BROC was established by the Board for the purpose of providing assistance in fulfilling the Board’s oversight responsibilities in relation to risk governance in the Company which includes ensuring that Management maintains a sound and responsive risk management system for the Company.

The BROC was established separately from the Audit Committee in order to further enhance governance on risk matters and align with the best practices in risk management. It is supported by the Enterprise Risk and Insurance Management (ERIM) Department in the performance of its functions. In its 2016 report to the Board, the Committee confirmed that it discussed with Management the adequacy and effectiveness of the Enterprise Risk Management process, including significant risk exposures, the related risk-mitigation efforts and initiatives, and the status of the mitigation plans and it has reviewed the Enterprise Risk Management Process in Manila Water and it is satisfied that sufficient risk management systems are in place.

Download the Board Risk Oversight Committee Charter

Download the Report of Risk Committee to the Board
 

The Audit Committee

The Audit Committee is composed of four (4) directors as members, three (3) of whom are independent directors, and is chaired by an independent director. The Chairman of the Audit Committee cannot be the Chairman of the Board or of any other committee.

The Committee provides the check and balance mechanism and is expected to bring positive results in supervising and supporting the management of the Company. It is responsible for ensuring the development of, compliance with, and periodic review of financial reporting policies and practices of the Company. 

Under its Charter, the Audit Committee recommends the appointment/re-appointment of the Company’s external auditors and provides concurrence with the replacement, re-assignment or dismissal of the Chief Audit Executive to ensure that the external and internal auditors will function and operate independently of the Management as required of their functions. 

In its 2016 report to the Board, the Committee confirmed that through the audits conducted by SGV & Company and Internal Audit, it has reviewed Management’s system of internal controls and the Committee found the internal control system of the Company to be adequate and effective. 

The Committee meets at least every quarter and before the quarterly Board meetings and when needed. All members of the Committee including the independent directors are required to possess adequate understanding of accounting and auditing principles in general and of the Company’s financial management systems and environment in particular. Pursuant thereto, Mr. Jaime C. Laya, an independent director and a member of the Audit Committee, is a Certified Public Accountant. 

Download the Audit Committee Charter

Download the Report of the Audit Committee to the Board 

Download the Internal Audit Charter
 

The Corporate Governance Committee

The Corporate Governance Committee (CG Committee) is tasked with ensuring compliance with and proper observance of corporate governance principles and practices.

The CG Committee shall be composed of three (3) members, all of whom shall be independent directors, including the Chairman. 

The CG Committee has the following duties and functions, among other functions as may be delegated by the Board from time to time: (a) Oversees the implementation of the corporate governance framework and periodically reviews the said framework to ensure that it remains appropriate in light of material changes to the Company’s size, complexity and business strategy, as well as its business and regulatory environments; (b) Oversees the periodic performance evaluation of the Board and its committees a s well as executive management, and conducts an annual self-evaluation of its performance; (c) Ensures that the results of the Board evaluation are shared, discussed, and that concrete action plans are developed and implemented to address the identified areas for improvement; (d) Recommends continuing education/training programs for directors, and assignment of tasks/projects to Board committees; (e) Adopts corporate governance policies and ensures that these are reviewed and updated regularly, and consistently implemented in form and substance; and (f) Proposes and plans relevant trainings for the members of the Board. 

The Compliance Officer, in coordination with the Corporate Secretary, shall support the CG Committee in the performance of its functions. 

Downoad the Corporate Governance Committee Charter
 

The Nomination Committee

The Nomination Committee is composed of three (3) directors, all of whom are independent directors, and, under its own Charter, is required to be chaired by an independent director. 

It is tasked to install and maintain an evaluation process to ensure that all directors to be nominated to the Board during the annual stockholders' meeting have all the qualifications and none of the disqualifications stated in the Manual, the Charter of the Board and the Committees, and under existing laws and regulations. It also undertakes the process of identifying the quality of directors consistent with the Company’s strategic directions, to ensure that they have the competence and professional background that will enable them to perform their duties as directors of the Company, and for this reason, the Committee shall not endorse a nominee for election to the Board unless it has determined that all nominees have all the qualifications and none of the disqualifications for the position. 

The Nomination Committee is also tasked to evaluate the qualifications of all officers nominated to positions in the Company which are appointed by, or required to be appointed by the Board. 

Download the Nomination Committee Charter
 

Principles and Procedures for Nomination and Endorsement for Election of Candidates to The Board of Directors

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 Board promotes and observes diverse membership and for this reason, the Board has adopted a policy of diversity in gender, age, ethnicity, religious, political or cultural backgrounds in its Charter. Thus, the Board encourages the shareholders of Manila Water to select nominees that will promote diversity in the membership of the Board, and ensures a formal and transparent board nomination and election process.

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Towards this end, the following procedure shall be observed in the nomination of candidates for election to the Board of Directors:

  1. Every stockholder has a right to submit a nomination for election to the Board.
    All nominations to the Board, whether for first time nominees or repeat nominees, or for independent directors, shall be in writing and shall be submitted to the Nomination Committee, through the Office of the Corporate Secretary, at least thirty (30) working days before the date of the annual stockholders meeting in accordance with the By-Laws.

    The stockholders, in making their nominations, or the Company, may make use of professional search firms or external sources of candidates when searching for candidates to the Board.

    The nominating stockholder must indicate his or her complete name and address and/or other contact details, number of Company shares registered in his own name, and stock certificate number.
     
  2. Process of Endorsing Nominations 
    1. The Nomination Committee shall hold a meeting for the specific purpose of determining whether the nominees to the Board have all the qualifications and none of the disqualifications specified in the Corporation Code of the Philippines, the Manual of Corporate Governance, the Charter of the Board, the Securities Regulation Code (“SRC”) Rules, and applicable laws, rules and regulations. 
    2. The Nomination Committee shall evaluate each and every nomination and for this purpose, may even make an inquiry with their professional networks and outside references. 

      The Nomination Committee shall undertake the process of identifying the quality of directors aligned with the Company's strategic directions. Towards this end, the Committee shall confirm that all nominees for election have all the qualifications and none of the disqualifications to become directors, and that they have the competence and professional background that will enable them to perform their duties as directors of a highly regulated business as that of Manila Water. 

      If the ground for disqualification of a nominated director becomes known prior to the scheduled annual stockholders’ meeting, the nominated director will not be endorsed for election at the stockholders’ meeting except when such disqualification is temporary and the same is cured or remedied prior to the scheduled stockholders’ meeting. 

      A director with temporary disqualification may still be endorsed by the Nomination Committee for election at the annual stockholders’ meeting subject to the sixty (60) day curing period, if the ground for temporary disqualification is capable of being cured.

      However, if the disqualification becomes permanent after endorsement by the Nomination Committee and before the annual stockholders’ meeting, the nominee shall be given the discretion to refuse his nomination. If the nominee is thereafter elected, or the disqualification becomes permanent during his term of office, the provisions of Charter of the Board and the Corporation Code on removal of directors shall apply.

       
    3. After evaluation of the qualifications/disqualifications of the nominees, the Nomination Committee shall issue a resolution whether endorsing or not the nominees for election to the Board of Directors.
    4. If a nominee is not endorsed for election by reason of a disqualification, the resolution of the Nomination Committee should clearly specify the grounds relied upon for disqualification.
    5. The Chairman of the Board shall provide input to the Nomination Committee on its recommendation for approval of (i) candidates for nomination or appointment to the Board; (ii) members and chairs of Board Committees; and (iii) appointment of Executive Officers.

      The members of the Board so elected at the annual stockholders' meeting hold office for one year, and until their successors have been elected and qualified in accordance with the By-Laws.

Continuation of 1st Section


The Remuneration Committee

The Remuneration Committee is composed of four (4) members, three (3) of whom are independent directors, and under its own Charter is required to be chaired by an independent director. It is tasked with the duty to determine and approve all matters relating to the remuneration and benefits of the Company’s directors and key officers. It continuously evaluates and recommends for Board approval, pertinent guidelines on executive and employee compensation, including non-monetary remuneration. 

Download the Remuneration Committee Charter

The Related Party Transactions Committee

The Related Party Transactions (RPT) Committee is composed exclusively of all the three (3) independent directors of the Audit Committee. The RPT Committee is primarily tasked with the duty of enforcing and implementing the Related Party Transactions Policy of the Company. Thus, the Committee’s guidance will be sought to ensure that material related party transactions of the Company are entered into solely in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements, in addition to the requirement of appropriate corporate approvals and actions of the Related Parties, as the case may be.

Download the Charter of the Related Party Transactions Committee

Download the Related Party Transactions Policy

The Committee of Inspectors of Ballots and Proxies

The Committee membership consists of the Internal Audit Head, the Chief Legal Counsel and a representative of the external auditor of the Company. It carries the mandate to validate proxies issued by the stockholders prior to the annual stockholders’ meeting and to determine if the same are in accordance with existing laws, rules, and regulations. It is also the default inspector of ballots and tabulator of votes during the annual stockholders’ meeting, and as such, is required to coordinate closely with the Office of the Corporate Secretary and the independent validator of votes appointed for the purpose.

Download the Committee of Inspectors of Ballots and Proxies Charter 

Board Committee Members


Elected during the April 17, 2017 Organizational Board Meeting

Executive Committee
Fernando Zobel de Ayala (NED) Chairman
Gerardo C. Ablaza, Jr. (NED) Vice Chairman
Antonino T. Aquino (NED) Member
John Eric T. Francia (NED) Member
Ferdinand M. dela Cruz Member
Corporate Governance Committee
Sherisa P. Nuesa (Independent Director) Chairman
Jose L. Cuisia, Jr. (Independent Director) Member
Jaime C. Laya (Independent Director) Member
Audit Committee
Oscar S. Reyes (Independent Director) Chairman
Jose L. Cuisia, Jr. (Independent Director) Member
Jaime C. Laya (Independent Director) Member
Gerardo C. Ablaza, Jr. (NED) Member
Related Party Transactions Committee
Sherisa P. Nuesa (Independent Director) Chairman
Jose L. Cuisia, Jr. (Independent Director) Member
Jaime C. Laya (Independent Director) Member
Risk Committee
Jaime C. Laya (Independent Director) Chairman
Jose L. Cuisia, Jr. (Independent Director) Member
Oscar S. Reyes (Independent Director) Member
Gerardo C. Ablaza, Jr. (NED) Member
Nomination Committee
Jose L. Cuisia, Jr. (Independent Director) Chairman
Oscar S. Reyes (Independent Director) Member
Jaime C. Laya (Independent Director) Member
Remuneration Committee
Jose L. Cuisia, Jr. (Independent Director) Chairman
Sherisa P. Nuesa (Independent Director) Member
Oscar S. Reyes (Independent Director) Member
Fernando Zobel de Ayala (NED) Member
Committee of Inspectors of Ballots and Proxies
MWC Chief Audit Executive Chairman
MWC Chief Legal Counsel Member
Representative from External Auditor Member

Board Committee Charters


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Committee Attendance