Governance Structure

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.

 

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.

View Profiles of the Board of Directors

Download the Charter of the Board of Directors

About the Board of Directors

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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.

The Board’s Governance Responsibilities:

Article I, Section 1.4 of the Company’s Corporate Governance Manual outlines the governance responsibilities of the Board.

  1. The Board members shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and all shareholders;
  1. The Board shall oversee the development of and approve the Company’s business objectives and strategy, and monitor their implementation, in order to sustain the Company’s long-term viability and strength;
  1. The Board shall be responsible for ensuring and adopting an effective succession planning program for directors, key officers, and management to ensure growth and a continued increase in the shareholders’ value. This includes adopting a policy on the retirement age for directors and key officers as part of management succession and to promote dynamism in the Company.
  1. The Board should align the remuneration of key officers and board members with the long-term interests of the Company. In doing so, it should formulate and adopt a policy specifying the relationship between remuneration and performance. Further, no Director should participate in discussions or deliberations involving his own remuneration.
  1. The Board should have the overall responsibility in ensuring that there is a groupwide policy and system governing related party transactions (RPTs) and other unusual or infrequently occurring transactions, particularly those which pass certain thresholds of materiality. The policy should include the appropriate review and approval of material or significant RPTs, which guarantee fairness and transparency of the transactions. The policy should encompass all entities within the Group, taking into account their size, structure, risk profile and complexity of operations.
  1. The Board should be primarily responsible for approving the selection and assessing the performance of the Management led by the Chief Executive Officer (CEO), and control functions led by their respective heads (Chief Risk Officer, Chief Compliance Officer, and Chief Audit Executive).
  1. The Board should ensure the establishment of an effective performance management framework that will ensure that the Management, including the Chief Executive Officer, and personnel’s performance is at par with the standards set by the Board and Senior Management.
  1. The Board should oversee that an appropriate internal control system is in place, including setting up a mechanism for monitoring and managing potential conflicts of interest of Management, board members, and shareholders. The Board should also approve the Internal Audit Charter.
  1. The Board should oversee that a sound enterprise risk management (ERM) framework is in place to effectively identify, monitor, assess and manage key business risks. The risk management framework should guide the Board in identifying units/business lines and enterprise-level risk exposures, as well as the effectiveness of risk management strategies.
  1. The Board should adopt a Code of Business Conduct and Ethics, which would provide standards for professional and ethical behavior, as well as articulate acceptable and unacceptable conduct and practices in internal and external dealings. The Code should be properly disseminated to the Board, senior management, and employees. It should also be disclosed and made available to the public through the Company website.

Aside from these, Section 3.1. of the Charter of the Board also lists the following powers of the Board:

  1. The Board should ensure 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.
  1. The Board shall ensure a formal, transparent board nomination and election process.
  1. The Board shall monitor the effectiveness of the Company’s governance practices and make changes as needed.
  1. The Board shall oversee the process of disclosure and communications
  1. The Board shall regularly review, at least annually, the mission and vision of the Company and shall revise the same, as may be necessary, in accordance with the strategic directors of the Company.

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.

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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.

Article 5.1.b.ii of the Charter of the Board of Directors states that "The Board shall encourage the shareholders of the Company to select nominees that will promote diversity in the membership of the Board". 

As part of the implementation of our policy on Board Diversity, we have atleast one (1) female Independent Director serving as a member of the Board. 

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Board Composition

The Board has eleven (11) members who are elected by the stockholders during the annual stockholders' meeting. The directors shall hold office for one (1) year and until their successors are elected and qualified. 

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.

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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.

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Board Remuneration

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. 

On November 18, 2021, the Board resolved that Executive Directors shall not receive per diem remuneration for his participation and attendance in the meetings of the Board and Board Committees.

On February 24, 2022, the Board approved to discontinue the payment of per diems of directors for their attendance and participation in asynchronous meetings of the Board and Board Committees. 

The Talent and Remuneration Committee, who is responsible for determining matters relating to the remuneration and benefits of the Board, ensures that any director shall not decide on his own remuneration during his incumbent term.  

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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 November 20, 2018, the Board has confirmed the following mission and vision of the Company, as still representative of its strategic and corporate objectives:

Mission

“Our mission is to create an exceptional customer experience in the provision of sustainable solutions vital to health and life.”

Vision

“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.”

Core Values

•    Care (Malasakit)
•    Excellence (Kahusayan)
•    Resilience (Katatagan)
•    Collaboration (Bayanihan)
•    Integrity (Katapatan)
 

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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 Evaluation Form 

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.

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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.

The following trainings were attended by the Company's Board of Directors in 2021:

Name of Director Date of Training Title of Training Training Provider
Enrique K. Razon, Jr. December 14, 2021

2021 Corporate Governance Training: Reframe the Future

 SGV
Fernando Zobel de Ayala October 21, 2021 The Board's Agenda 2021: The Pathway to Recovery Through ESG Institute of Corporate Directors
Jose Victor Emmanuel A. de Dios December 14, 2021 2021 Corporate Governance Training: Reframe the Future SGV

Donato C. Almeda

 December 14, 2021 2021 Corporate Governance Training: Reframe the Future SGV
Rafael D. Consing, Jr. December 14, 2021 2021 Corporate Governance Training: Reframe the Future SGV
Antonino T. Aquino October 21, 2021 The Board's Agenda 2021: The Pathway to Recovery Through ESG Institute of Corporate Directors
Jose Rene Gregory D. Almendras October 21, 2021 The Board's Agenda 2021: The Pathway to Recovery Through ESG Institute of Corporate Directors
Sherisa P. Nuesa

March 18, 2021

March 25, 2021

 Distinguished Corporate Governance Speaker Series Institute of Corporate Directors
  October 21, 2021 The Board's Agenda 2021: The Pathway to Recovery Through ESG Institute of Corporate Directors
Cesar A. Buenaventura November 24 to 25, 2021

Pilipinas Shell Petroleum Corporation 2021  In-house Corporate Governance Training

 Conducted in-house by Pilipinas Shell Petroleum Corporation
Octavio Victor R. Espiritu November 9 to 10, 2021 Corporate Governance Orientation Program Institute of Corporate Directors
Eric Ramon O. Recto September 8, 2021 Aboitiz Group of Companies 2021 In-house Corporate Governance Training Conducted in-house by the Aboitiz Group of Companies

 

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Board Meetings

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.

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Quorum Requirements

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.

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Board Meeting Attendance

In accordance with the Manual, all the members of the Board were present in at least fifty-one percent (51%) of the Board meetings held in 2021. A total of fifteen (15) meetings were held by the Board in 2021. These are as follows:

  • regular meeting held on February 24, 2021;
  • organizational meeting held on April 16, 2021;
  • special meeting held on May 3, 2021;
  • regular meeting held on May 11, 2021;
  • special meeting held on June 3, 2021;
  • special meeting hled on July 1, 2021;
  • special meeting held on August 1, 2021;
  • regular meeting held on August 11, 2021;
  • special meeting held on August 25, 2021;
  • special meeting held on August 27, 2021;
  • special meeting held on September 16, 2021;
  • regular meeting held on October 11, 2021;
  • special meeting held on October 25, 2021;
  • special meeting held on November 17, 2020;
  • regular meeting held on November 18, 2021; and
  • non-executive directors' meeting held on November 26, 2021;

.As Executive Directors, Mr. Jose Victor Emmanuel A. de Dios, the President and CEO of the Company, and Mr. Donato C. Almeda, the Chief Regulatory Office of the Company are never parties to the meeting(s) of the Non-Executive Directors.
 

Name Board Meetings Attended
Enrique K. Razon, Jr.1 10/10
Fernando Zobel de Ayala 13/14
Jaime Augusto Zobel de Ayala2 3/5
Jose Rene Gregory D. Almendras 14/14
Antonino T. Aquino 14/14
Gerardo C. Ablaza, Jr.3 5/5
Delfin L. Lazaro4 5/5
John Eric T. Francia5 5/5
Oscar S. Reyes6 1/1
Sherisa P. Nuesa 14/14
Jaime C. Laya7 1/1
Jose L. Cuisia, Jr.8 1/1
Cesar A. Buenaventura9 13/13
Octavio Victor R. Espiritu10 13/13
Eric Ramon O. Recto11 13/13
Donato C. Almeda12 9/10
Rafael D. Consing, Jr.13 10/10
Christian Martin R. Gonzalez14 6/6
Jose Victor Emmanuel A. de Dios15 4/4

 

1 Mr. Razon was elected as a Director on June 3, 2021 and serves the unexpired term of Mr. Jaime Augusto Zobel de Ayala.  

2Mr. Zobel de Ayala served as a Director from January 1, 2021 until June 3, 2021.

3Mr. Ablaza served as a Director from January 1, 2021 until June 3, 2021.

4Mr. Lazaro served as a Director from January 1, 2021 until June 3, 2021.

5Mr. Francia served as a Director from January 1, 2021 until June 3, 2021. 

6The term of Mr. Reyes ended on April 16, 2021.

7The term of Dr. Laya ended on April 16, 2021. 

8The term of Amb. Cuisia ended on April 16, 2021.

9Mr. Buenaventura was elected as a Director during the Annual Stockholders' Meeting on April 16, 2021.

10Mr. Espiritu was elected as a Director during the Annual Stockholders' Meeting on April 16, 2021. 

11Mr. Recto was elected as a Director during the Annual Stockholders' Meeting on April 16, 2021.

12Mr. Almeda was elected as a Director on June 3, 2021 and served the unexpired term of Mr. Lazaro. 

13Mr. Consing was elected as a Director on June 3, 2021 and served the unexpired term of Mr. Ablaza.

14Mr. Gonazalez was elected as a Director on June 3, 2021 and served the unexpired term of Mr. Francia. 

15Mr. de Dios was elected as a Director effective September 1, 2021 and served the unexpired term of Mr. Gonzalez.

 

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, Talent and 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.

Go to Board Committee Page

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 

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.

Ma. Cecilia T. Cruzabra, who is the Company’s Chief Finance Officer, Treasurer and Group Director for Corporate Finance and Strategy, is the Compliance Officer designated to ensure and confirm adherence of the Company to the best practices in corporate governance. The Company confirms its full compliance with its Manual of Corporate Governance.

Corporate Governance Office

The Enterprise Corporate and Contract Advisory Services Department (the “Department”) which is under the Legal and Corporate Governance Group 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 Corporate 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.
 

Internal Audit

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 activities of IA are governed by a separate Internal Audit Charter approved by the Audit Committee and the Board. 

The IA reports to and supports the Audit Committee in the effective discharge of the Committee's oversight roles and responsibilities. The IA consists of talents and professionals who are either a Certified Public Accountant, Certified Internal Auditor, Certified Information Systems Auditor, Certified Internal Control Auditor, Certified Forensic Accountant, Civil Engineer, Electrical Engineer, or a mix thereof. 

IA prepares a risk-based internal audit plan (Audit Plan) approved by the Audit Committee annually, which is reassessed quarterly to consider emerging risks. The Audit Committee reviews and approves the Audit Plan and all deviations therefrom and ensures that internal audit examinations cover the evaluation of adequacy and effectiveness of controls encompassing the company’s governance, operations, and information systems; reliability and integrity of financial and operational information; safeguarding of assets; and compliance with laws, rules, and regulations. 

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 December 2017, the external auditing firm Punongbayan & Araullo conducted an independent validation of the internal audit function's Quality Assessment Review and concurred that the internal audit activity "Generally Conforms" to the International Professional Practice Framework (IPPF) and its mandatory elements namely: (1) Core Principles for the Professional Practice of Internal Auditing; (2) Definition of Internal Auditing; (3) Code of Ethics; and, (4) International Standards for the Professional Practice of Internal Auditing (Standards). The rating is considered the highest possible rating per IIA methodology. The Standards require that the external assessment be conducted at least once every five (5) years.
 

Download the Internal Audit Charter

Management

The Management is primarily responsible for the operations of the Company. 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 and CEO 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 and CEO, 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, Jose Rene Gregory D. Almendras, are not related to each other.
 

View Profiles of  Executive Officers

External Auditor

In the last annual stockholders’ meeting held on April 17, 2020, the stockholders approved the appointment of SGV & Co. as external auditor of the Company for an audit fee of ₱2,290,000.00, exclusive of Value Added Taxes. Prior to the stockholders’ meeting, the Audit 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
  2020 2019
Audit Fees                              ₱2,288,000.00 ₱2,200,000.00
Audit-related Fees ₱8,000,000.00 ₱125,000.00
Consultancy Fees - ₱178,400.00
Non-audit Fees* ₱89,000.00 ₱872,000.00
Total ₱10,377,000.00 ₱3,375,400.00

* Includes proxy validation, validation of ASM Votes, and training (2019 only)

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) and leads the Enterprise Risk Management (ERM) Department in facilitating the ERM process throughout the Manila Water Enterprise and in collecting and analyzing key business risk information for reporting to the RMEC and to the Board Risk Oversight Committee (BROC).

Enterprise Risk Management

The Enterprise Risk Management (ERM) Department is responsible for the sustained implementation of the Enterprise Risk Management Program across the Manila Water Enterprise and ensures that key risks are identified and managed by the respective risk owners. 
 

Investor Relations

The Investor Relations Team (IR) keeps the Company’s investors and other relevant stakeholders regularly informed of developments in the Company’s business. For this purpose, IR conducts briefings on quarterly business results, supported as necessary by meetings/calls with shareholders, fund managers, and analysts. These activities are aimed to keep investors updated on the financial and operating performance of the Company, along with other material information and developments.  Furthermore, in collaboration with the Company’s Corporate Communications team, a press briefing is held each year immediately following the annual stockholders' meeting to engage other stakeholders, specifically the media.

The IR Team may be reached through: 

                                                                 Mailing Address:      Manila Water Company, Inc.
                                                                                                   Investor Relations
                                                                                                   2F MWSS Administration Building
                                                                                                   489 Katipunan Road, 1105 Balara, 
                                                                                                   Quezon City, Philippines

                                                                 E-mail:                       [email protected]

                                                                 Contact Person:       Mark S. Orbos
                                                                                                    Director for Corporate Strategy and Investor Relations
 

Company Website

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 Philippine Stock Exchange (PSE) and the  Securities and Exchange Commission (SEC), as well as its Corporate Governance Manual, the Code of Conduct and Business Ethics, 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. On February 19, 2021, the Company received a 3-star arrow recognition from the Institute of Corporate Directors for its performance rating against the 2019 ASEAN Corporate Governance Scorecard. The Company also received the same recognition for its rating against the 2018 ASEAN Corporate Governance Scorecard. In 2018,  it was also named as one of ASEAN’s Top 50 Publicly-Listed Companies on Corporate Governance at the 2018 ASEAN Corporate Governance Awards, Top 10 Philippine Publicly-Listed Companies, and Top 5 Industry Sector by the Institute of Corporate Directors, and Platinum Awardee for Excellence in Environmental, Social and Governance Practices by the Asset.