The basic principle of the Company is to conduct business honestly and fairly with its investors, suppliers, contractors, service providers, customers and employees and other third parties. Directors, Officers and employees are required to act honestly, ethically and to comply with all applicable laws, rules and regulations and protect the name and reputation of the Company. Consequently, Directors, Officers and employees shall not engage in any unfair dealing practices, such as taking advantage of anyone through abuse of confidential information, manipulation, concealment, or misrepresentation or other similar acts.
Directors, Officers and employees are required to immediately report all suspected or actual fraudulent or dishonest acts to the Board, in case of directors, and to the immediate supervisor or to the Office of the Compliance Officer in case of officers and employees. The Company shall promptly identify and investigate any suspected fraudulent or dishonest acts. Without prejudice to applicable administrative sanctions, the Company may pursue civil and/or criminal actions against directors, officers and employees as may be warranted.
The Implementing Guidelines on the Reporting of Fraudulent or Dishonest Acts are contained in the Whistle Blower Policy of the Company.
The Board understands the need to establish a suitable framework for whistleblowing that allows directors, officers, employees and third parties to freely communicate their concerns about illegal or unethical practices, without fear of retaliation and to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns. It is for this reason that the Whistle Blower Policy was adopted, which aims to allow directors, officers, employees and even third parties to freely communicate their concerns about illegal or unethical practices, without fear of retaliation, and provides mechanisms on supervising and ensuring its enforcement. The Whistle Blower Policy supports and implements the policy on Honesty and Fair Dealing contained in the Code of Business Conduct and Ethics.
All Whistle blower complaints and reports including the identity of the whistle blower, witnesses and employees named in the Complaint and the report, as well as the activities and investigations undertaken pursuant to this Policy, will be treated in a confidential and sensitive manner, unless the Company is otherwise required or compelled by law or order of competent authority to release the information.
The Whistle Blower Committee shall ensure that whistle blower reports are acted upon through validation of the weight and sufficiency of the evidence and endorsement of the case to an investigating team. The Whistle Blower Committee may be reached through any of the following reporting channels:
Telephone: +632 981 8179
Electronic Mail: [email protected]
Whistle Blower Committee
Manila Water Company, Inc.
Legal and Corporate Governance Department
2/F MWSS Administration Building,
489 Katipunan Road, Balara, Quezon City, Philippines
A conflict of interest arises when a Director, or an Officer or employee appears to have a direct or indirect personal or financial interest in any transaction, which may deter or influence him from acting in the best interest of the Company. It is not required that there be an actual conflict, it is only required that there could be perceived or seen to be a conflict by an impartial observer.
When an actual or apparent conflict of interest arises, a Director must inform the Board, and the Officer or employee must immediately inform his immediate supervisor or the Compliance Officer. Such Director, Officer or employee should not participate in, or in any way seek to influence, any negotiations, or decisions pertaining to the transaction, which is the subject of interest.
The Director, Officer or employee must also file a Conflict of Interest Report with the Board in case of a director or to the immediate supervisor and the Office of the Compliance Officer in case of an officer or employee. The report shall indicate a brief description of the conflict, the date when the Board, or immediate supervisor and the Office of the Compliance Officer were notified, and the action taken on the conflict.
Under this Policy, no officer or employee may have financial interest in a privately owned enterprise, which directly or indirectly deals or transacts business with the Company. A Director shall not use his position to make profit or to acquire benefit or advantage for himself and/or his related interests. Moreover, no director, officer or employee may use his position in the Company for personal gain or advantage or to promote any action that may run counter to the Company’s ethical standards. Finally, no Director, Officer or employee shall use the Company’s facilities, materials, intellectual properties, vehicles, equipment and supplies for his or another party’s personal purpose.
Directors, Officers and employees of the Company are prohibited from accepting corporate entertainment/gifts with an approximate value of more than Three Thousand Pesos (Php3,000.00) or anything that can or can be viewed to influence the manner on which a director, officer or employee may discharge his duties.
Within five (5) business days from receipt of corporate entertainment and gifts, directors, officers and employees are required to submit a report to the Board, in case of directors, or to their immediate supervisor and the Office of the Compliance Officer, in case of officers and employees. The report shall identify the giver, date of receipt, and type and approximate value of the corporate entertainment/gifts received.
All Directors, Key Officers, employees, consultants, advisers of the Company, and members of the immediate families of directors and key officers who are living in the same household as the directors and key officers (the "Covered Persons" who have direct or indirect knowledge, from time to time, of material facts or changes in the affairs of the Company, which have not been disclosed to the public, including any information likely to affect the market price of the Company's shares, shall:
(i) Not trade in the Company's securities directly or indirectly; and
(ii) Not communicate, directly or indirectly, such material non-public information to any person
until the material non-public information is disseminated to the public and two (2) trading days have lapsed from the disclosure theref of to allow the market to absorb such information.
All Covered Persons shall be restricted from trading the Company's securities during the following blackout periods:
(i) Five (5) trading days before and two (2) trading days after the disclosure of the quarterly and annual financial results and;
(ii) Two (2) trading days after the disclosure of any material information other than the above
All Covered Persons are required to report their trades on a quarterly basis to the Office of the Compliance Officer.
(i) All Directors and Key Officers shall report their trades to the Office of the Compliance Officer within three (3) business days from dealing with such securities.
(ii) All other Covered Persons shall likewise report to the Office of the Compliance Officer within ten (10) calendar days from the end of each quarter their trades with the Company's securities during such quarter.
Manila Water has a policy of prompt and adequate disclosure of all material facts or changes in its affairs of the Corporation including any information likely to affect the market price of its shares. Hence, the Company ensures transparency of information to its shareholders, stakeholders and the public. It regularly and truthfully updates its shareholders, stakeholders and the public on its financial and operational results, business prospects and all other relevant information.
The Company also fully complies with all the disclosure and reporting requirements of the SEC, PSE and all other government and regulatory agencies.
Directors, Officers and employees shall not knowingly misrepresent or cause others to misrepresent information relating to the Company to government and regulatory agencies, independent auditors, the media or any other person. No Director, Officer or employee shall disclose any confidential information obtained from the Company for personal gain or for the advantage of any other person. This prohibition shall include investment in securities and association with a competitor, customer or supplier of the Corporation.
The Company values its partnership with its creditors. It shall at all times, strictly comply with its covenants under its agreements with its creditors. No distribution or disposal of assets of the Company shall be made except: when allowed by the law; or by decrease of capital stock; or upon lawful dissolution and after payment of all its debts and liabilities; or when allowed by the material agreements of the Corporation, but without prejudice to vested rights.
The Company strictly prohibits giving facilitating payments to any private or government officials or employees, their agents or intermediaries in order to expedite or secure performance of any governmental action, or to gain any perceived or actual favor or advantage from any private or government entities. The Company must ensure that it and its directors, officers and employees fully comply with the laws governing bribes, unlawful payments and other corrupt practices.
The Company values the dignity of every individual, promotes the enhancement of the development of its human resources, guarantees full respect for human rights, and uphold the dignity of its stakeholders, customers, workers, employees, applicants for employment, students or those undergoing training, instruction or education.
Hence, the Company shall ensure that its directors, officers and employees subscribe strictly to this policy. All forms of sexual harassment shall be dealt with appropriately and in accordance with the applicable and all relevant laws, rules and regulations on the subject matter.
The Board values the opinions and viewpoint of each Director. A Director shall not be discriminated upon by reason of gender, age, ethnicity, or political, religious or cultural beliefs.
The Board shall endeavour to promote and observe diverse membership and for this reason, the Board hereby adopts a policy of diversity in gender, age, ethnicity, religious, political or cultural backgrounds. Thus, the Board shall encourage the shareholders of the Company to select nominees that will promote diversity in the membership of the Board.
As a general rule, the Company shall avoid Related Party Transactions (RPTs). In instances where RPTs cannot be avoided, the Company shall disclose all relevant information on the same, including information on the related or affiliated parties and the affiliation of directors and principal officers.
The Company and its subsidiaries shall enter into any RPTs solely in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s length arrangements, and subject to appropriate corporate approvals and actions of the Company or the Related Parties, as the case may be. The Company shall ensure that no preferential treatment shall be given to a Related Party that is not extended to a non-related party under similar circumstances. Further, the Company shall commit to exercise due diligence in ensuring compliance with all relevant laws, rules and regulations in carrying out its material RPTs.
Officers and employees involved in the procurement process for services, materials, supplies, and equipment for Manila Water are required to comply with the Procurement Policies. The objectives of the Procurement Policies are to promote transparency in the procurement process, and to afford vendors equal access to business opportunity with Manila Water, to the end view of enhancing vendor participation and the interest of Manila Water.
As business partners of Manila Water, its Vendors are expected to act with utmost integrity, efficiency and urgency in performing awarded contracts and/or delivering ordered products. They should demonstrate a strong sense of responsibility for public safety and interest that will ultimately promote and protect the good name of Manila Water. The Vendors’ Code of Conduct sets out the rules that will guide Manila Water’s Vendors in the performance of their obligations and/or transacting business with Manila Water, thus avoiding acts contrary to standards, policies, laws and morals.
Manila Water operates in a regulated and dynamic business environment where uncertainties, both detrimental and opportune to the Company, abound. The Company is accountable to its regulators, shareholders, employees and customers, among others, even as profitability, sustainable development and corporate social responsibility are expected to be continuously enhanced. In order to achieve its corporate objectives, Manila Water acknowledges the need for the active management of the risks inherent in its business which should involve the entire organization.
For this reason, Manila Water has established an Enterprise Risk Management (ERM) Program which aims to use a globally-accepted approach in managing imminent and emerging risks in its internal and external operating environments. Under the ERM Program, Manila Water shall appropriately respond to risks and manage them in order to increase shareholder value and enhance its competitive advantage. The ERM Program is aligned with the Company’s Manual of Corporate Governance which mandates the Board of Directors to ensure the presence of organizational and procedural controls supported by an effective management information system and risk management reporting system.
In addition, the Company’s Board Risk Oversight Committee, as stated in its Charter, is required to provide oversight to management functions relating to financial, operational, legal and other risks of the Company which involves periodic disclosure of risk exposures and related risk management activities.
Manila Water is committed to achieving customer satisfaction, upholding environmental sustainability, and ensuring safety, preservation of life and health of its employees and all stakeholders. To achieve these objectives, it is the policy of Manila Water to:
- Continuously assess, implement and improve its processes and business conduct by adopting best practices and keeping abreast with the latest innovations to ensure reliability and efficiency of its operations;
- Ensure full compliance with relevant laws and standards in pollution prevention and environmental sustainability, safety and health protection, as well as applicable regulatory standards and customer requirements related to the quality of its products and services;
- Build a strong culture committed to customer satisfaction, environmental protection, health and safety through education, training and awareness at all levels of the organization that will empower its employees, contractors, suppliers and stakeholders;
- Actively promote the conservation and optimal use of precious resources by constantly creating and improving existing programs aimed at pollution prevention, waste minimization, resource conservation and environmental sustainability;
- Systematically manage and control its health and safety risks through effective risk assessment processes; and
- Regularly revisit, improve, develop and maintain its Quality, Environment, Health and Safety management system to ensure its effectiveness and relevance to the changing needs of the company to drive continuous improvement in operations, quality, environmental, health and safety performances.