Shareholder Information

Annual and Special Stockholders Meeting

The annual meeting of stockholders (ASM), for purposes of electing directors and transacting such businesses as may properly come before the meeting, is held on any date in April of each year as may be determined by the Board.

The special meetings of stockholders, for any purpose or purposes, may at any time be called by any of the following: (a) Board of Directors, at its own instance, or at the written request of stockholders representing a majority of the outstanding capital stock; (b) President; (c) Chairman of the Board; or (d) by stockholders registered as owners of at least a majority of the total shares of stock issued and outstanding which are entitled to vote.

The latest ASM of the Company was held on April 16, 2018 at Ballroom2 Fairmont Makati in Makati City, Philippines, with the following agenda:

  1. Call to order
  2. Proof of notice of meeting, certification of quorum
  3. Approval of the minutes of the annual meeting of stockholders on April 17, 2017
  4. Annual Report and approval of the Audited Financial Statements as of December 31, 2017
  5. Amendment of the Seventh Article of the Articles of Incorporation to include the exemption of Three Hundred Million Unissued Common Shares of the Company from the pre-emptive rights of stockholders
  6. Election of directors, including independent directors
  7. Appointment of external auditor and fixing of its remuneration
  8. Consideration of such other business as may properly come before the meeting
  9. Adjournment

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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.

Principles and Procedures: Show More

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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.
       

      Download the Qualifications of Directors

      Download the Permanent Disqualifications of Directors

      Download the Temporary Disqualifications of Directors

       
    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.

Voting Procedures at the ASM

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 affirmative vote of stockholders constituting at least a majority of the outstanding voting capital stock of the Company represented at the annual stockholders’ meeting is necessary to approve matters requiring stockholders’ action. 

In all items for approval, each share of stock entitles its registered owner as of the Record Date to one vote.  At each election for directors, every stockholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or to distribute such votes on the same principle among as many candidates as he shall see fit.   

Voting will be by poll. Stockholders may opt for manual or electronic voting either in person or by proxy. For manual voting, each stockholder will be given a ballot upon registration to enable the stockholder to vote in writing per item in the agenda. For electronic voting, there will be computer stations placed outside the Ballroom where stockholders may cast their votes electronically. Both the paper ballot and computer platform for electronic voting will contain the proposed resolutions for consideration by the stockholders and each proposed resolution will be shown on screens in front of stockholders as the same is taken up at the meeting. Stockholders may cast their vote anytime during the meeting.

In addition, a stockholder may vote electronically in absentia using the online web address, mwc.ayala-asm.com, subject to validation purposes. A stockholder voting electronically in absentia shall be deemed present for purposes of quorum.

All votes will be counted and tabulated by the Office of the Corporate Secretary and the Committee of Inspectors of Ballots and Proxies. The results of voting will be validated by SGV & Co., the independent party appointed for the purpose.

For the election of the eleven (11) members of the Board of Directors, the eleven (11) nominees receiving the highest number of votes will be declared elected as directors of the Company. However, if there are only eleven (11) nominees, all nominees shall be declared elected upon approval of motion.

Stockholder Information

The Board shall be committed to protecting and upholding the following stockholders’ rights:

  1. Right to Notice of Meetings and Right to Attend Meetings
    To promote transparency and goodwill, it is a Company policy to encourage the attendance of all its stockholders, including minority and non-controlling, and institutional investors, at the stockholders' meeting of the Company. The Board should encourage active shareholder participation by sending the Notice of Annual and Special Shareholders’ Meeting with sufficient and relevant information at least twenty one (21) business days or twenty eight (28) days (whichever is earlier) before the scheduled meeting.

    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.
     
  2. Right to Appoint a Proxy
    The stockholders shall be apprised ahead of time of their right to appoint a proxy if they cannot attend their meetings in person. Subject to the requirements of the By-laws, the exercise of that right shall not be unduly restricted and any reasonable doubt on the validity of a proxy should be resolved in the stockholder’s favor.
     
  3. Right to Propose the Holding of Meetings and to Propose Agenda Items
    All stockholders including minority and non-controlling, have the right to propose the holding of a meeting as well as the right to propose items in the agenda of the meeting, provided that the items proposed are for legitimate business purposes, all in accordance with the By Laws and the existing laws.

    With regard to the right of stockholders to propose agenda items, the Company shall ensure the exercise of the right including in the notice and agenda of stockholders meeting an item for the consideration of such other business as may properly come before the meeting.
     
  4. Right to Make Nominations to the Board of Directors
    Every stockholder, including non-controlling and minority, has a right to submit a nomination for election to the Board. The stockholders, in making their nominations, or the Company, are encouraged to make use of professional search firms or external sources of candidates when searching for candidates to the Board.
     
  5. Voting Right and Right to Participate at Stockholders Meetings
    1. In all items for approval, each share of stock entitles its registered owner as of the record date to one vote.  The Company has two (2) classes of shares, common and participating preferred shares and both classes of shares have equal voting rights.

      Voting shall be by poll and the Company shall provide the mechanism to implement the same at every stockholders meeting.
       
    2. Under the Company’s By-Laws, the affirmative vote of stockholders as of the record date constituting at least a majority of the outstanding voting capital stock of the Company is necessary to approve matters requiring stockholders’ action, unless otherwise provided for under existing laws, with the exception of the following corporate acts and measures which 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:
      • Amendment of the Articles of Incorporation;
      • Adoption and/or amendment of the By-Laws (unless the power to amend By Laws have been delegated to the Board by the stockholders);
      • Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate property;
      • Incurring, creating or increasing bonded indebtedness; Increase or decrease of capital stock;
      • Merger or consolidation of the Company with another company; Investment of corporate funds in another corporation or business for any purpose other than the primary purpose for which it was organized; and
      • Dissolution of the Company, among others.
    3. For the election for directors, every stockholder shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of candidates.
    4. The stockholders shall also have an opportunity during the stockholders’ meeting to ask questions and raise their issues relevant to the agenda items.  The minutes of the meeting shall record the shareholder questions and corresponding answers given by the directors and officers of the Company. 
    5. The Board should encourage active shareholder participation by making the result of the votes taken during the most recent Annual or Special Shareholders’ Meeting publicly available the next working day. In addition, the Minutes of the Annual and Special Shareholders’ Meeting should be available on the Company website within five (5) business days from the end of the meeting.
       
  6. Dividend Rights
    The Company continues its practice of offering its shareholders an equitable share of the Company’s profits.  Stockholders have the right to receive dividends subject to the requirements of existing laws and contractual covenants on dividend declaration, and the dividend payout policy of the Company.
     
  7. Pre-Emptive Right
    All stockholders have pre-emptive rights or the right to subscribe to new shares of the Company, unless there is a specific denial of this right in the Articles of Incorporation or any amendment thereto in relation to the feature of a particular class of share.

    The Articles of Incorporation may provide the specific rights and powers of shareholders with respect to the particular shares they hold, all of which are protected by law so long as they are not in conflict with the Corporation Code.
     
  8. Right to Information and Inspection
    In addition to regular posting and disclosures of material information at the Company website, a shareholder shall be provided with periodic reports on relevant information about the Company upon written request for a legitimate purpose.  Shareholders shall be allowed to inspect corporate books and records in accordance with the Corporation Code and shall be provided an annual report, including financial statements.
     
  9. Appraisal Right
    In accordance with the Corporation Code, shareholders may exercise appraisal rights under the following circumstances:
    1. In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;
    2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; and
    3. In case of merger or consolidation.

Definitive Information Statements

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Minutes of ASM

  • 2019 ASM Minutes (pdf)
    Document Date: April 29, 2019
    Not for Disclosure Page *(default)
    2019
  • 2018 ASM Minutes (pdf)
    Document Date: April 23, 2018
    Not for Disclosure Page *(default)
    2018
  • 2017 ASM Minutes (pdf)
    Document Date: June 22, 2017
    Not for Disclosure Page *(default)
    2017
  • 2016 ASM Minutes (pdf)
    Document Date: April 11, 2016
    Not for Disclosure Page *(default)
    2016
  • 2015 ASM Minutes (pdf)
    Document Date: April 07, 2015
    Not for Disclosure Page *(default)
    2015
  • 2014 ASM Minutes (pdf)
    Document Date: April 04, 2014
    Not for Disclosure Page *(default)
    2014
  • 2013 ASM Minutes (pdf)
    Document Date: April 15, 2013
    Not for Disclosure Page *(default)
    2013
  • 2012 ASM Minutes (pdf)
    Document Date: April 16, 2012
    Not for Disclosure Page *(default)
    2012
  • 2011 ASM Minutes (pdf)
    Document Date: April 11, 2011
    Not for Disclosure Page *(default)
    2011
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Results of ASM

  • 2019 Results of ASM (pdf)
    Document Date: April 23, 2019
    Not for Disclosure Page *(default)
    2019
  • 2018 Results of ASM (pdf)
    Document Date: April 17, 2018
    Not for Disclosure Page *(default)
    2018
  • 2017 Results of ASM (pdf)
    Document Date: February 14, 2017
    Not for Disclosure Page *(default)
    2017
  • 2016 Results of ASM (pdf)
    Document Date: February 14, 2016
    Not for Disclosure Page *(default)
    2016
  • 2015 Results of ASM (pdf)
    Document Date: February 14, 2015
    Not for Disclosure Page *(default)
    2015
  • 2014 Results of ASM (pdf)
    Document Date: February 14, 2014
    Not for Disclosure Page *(default)
    2014
  • 2013 Results of ASM (pdf)
    Document Date: February 14, 2013
    Not for Disclosure Page *(default)
    2013
  • 2012 Results of ASM (pdf)
    Document Date: February 14, 2012
    Not for Disclosure Page *(default)
    2012
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Notice of ASM

  • 2019 Notice of ASM (pdf)
    Document Date: March 25, 2019
    Not for Disclosure Page *(default)
    2019
  • 2017 Notice of ASM (pdf)
    Document Date: February 14, 2017
    Not for Disclosure Page *(default)
    2017
  • 2016 Notice of ASM (pdf)
    Document Date: February 14, 2016
    Not for Disclosure Page *(default)
    2016
  • 2015 Notice of ASM (pdf)
    Document Date: February 14, 2015
    Not for Disclosure Page *(default)
    2015
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Others

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