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 of the Corporation; (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 17, 2020 via remote communication, with the following agenda:

  1. Call to order
  2. Certification of Notice and Quorum
  3. Approval of Minutes of Previous Meeting
  4. Annual Report 
  5. Ratification of the Acts of the Board of Directors and Officers
  6. Increase of the Authorized Capital Stock from PhP3.5 Billion to PhP4.4 Billion and the Corresponding Amendment of the Seventh Article of the Articles of Incorporation
  7. Amendment of the Seventh Article of the Articles of Incorporation to Increase the Carved-Out Shares from 300 Million Shares to 900 Million Shares and to Broaden the Use of Proceeds from the Issuance of Carved-Out Shares
  8. Election of Directors (including the Independent Directors)
  9. Election of External Auditor and Fixing of its Remuneration
  10. Consideration of Such Other Business as May Properly Come Before the Meeting
  11. 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 voting share of stock entitles its registered owner as of the Record Date to one vote. In light of applicable regulations prohibiting mass gatherings, imposing on all households strict home quarantine, such that movement shall be limited to accessing basic necessities, and/or requiring social distancing to prevent the spread of COVID-19 (the “Regulations”), stockholders will only be allowed to vote by appointing the Chairman of the meeting as their proxy or electronically in absentia.

In the case of the election of directors, each stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate the aforesaid shares and give one nominee as many votes as the number of directors to be elected multiplied by the number of his shares, or he may distribute them on the same principle among as many nominees as he shall see fit; provided that, the whole number of votes cast by him shall not exceed the number of shares owned by him multiplied by the total number of directors to be elected.

Proxies shall be in writing, signed and filed, by the stockholders, in the form provided in the 2020 Definitive Information Statement, and shall be received by the Corporate Secretary on or before April 6, 2020.

A stockholder may vote electronically in absentia using the online web address, ayalagroupshareholders.com, subject to validation procedures.  A stockholder voting electronically in absentia shall be deemed present for purposes of quorum.  The detailed instructions for electronic voting in absentia are set forth in Annex A (I) of the 2020 Definitive Information Statement.

All votes will be counted and tabulated by the Committee of Inspectors of Ballots and Proxies of the Company and the results will be validated by an independent third party.


Participation of Shareholders by Remote Communication

To comply with applicable regulations prohibiting mass gatherings, imposing on all households strict home quarantine, such that movement shall be limited to accessing basic necessities, and/or requiring social distancing to prevent the spread of COVID-19 (the “Regulations”) and to ensure the safety and welfare of our stockholders, the Company will dispense with the physical attendance of stockholders at the meeting and will allow attendance only by remote communication, as set forth below, and by voting in absentia, as provided in Item 4(c) and Item 19 of the 2020 Definitive Information Statement, or voting through the Chairman of the meeting as proxy. If such Regulations are subsisting as of April 5, 2020 and are reasonably expected to subsist on the date of the meeting, the Company will notify the stockholders if physical attendance will be allowed at the meeting by April 5, 2020. If such will be the case, the guidelines therefor will be provided through a disclosure at the Philippine Stock Exchange or publication of a notice in The Manila Bulletin.  For the avoidance of doubt, in the absence of the foregoing notice from the Company by April 5, 2020, stockholders shall not be allowed to physically attend the meeting and may only participate through the means identified above.

The live webcast of the meeting shall be accessible through the following online web address: https://asm.ayala.com/MWC2020. To enable the Company to perform validation procedures, identify the shareholders participating by remote communication and record their presence for purposes of quorum, the shareholders shall inform the Company by email to [email protected] on or before April 6, 2020, of their participation in the meeting by remote communication. Stockholders may email questions or comments prior to or during the meeting at the following email address: [email protected].

The detailed instructions for participation through remote communication are set forth in Annex A(II) of the 2020 Definitive Information Statement. 
 

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

  • 2020 ASM Minutes (pdf)
    Document Date: April 24, 2020
    Not for Disclosure Page *(default)
    2020
  • 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

  • 2020 Results of ASM (pdf)
    Document Date: April 17, 2020
    Not for Disclosure Page *(default)
    2020
  • 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

  • 2020 Notice of ASM (pdf)
    Document Date: March 26, 2020
    Not for Disclosure Page *(default)
    2020
  • 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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