PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
LEVEL 1
Part A Rights of Shareholders
Part B Equitable Treatment of Shareholders
Part C Role of Stakeholders
Part D Disclosure and Transparency
Part E Responsibilities of the Board
LEVEL 2
BONUS
PLDT’s 2013 Annual Report
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
LEVEL 1
PART A RIGHTS OF SHAREHOLDERS
A.1
Basic Shareholder Rights
A.1.1
Does the company pay (interim and final/annual)
dividends in an equitable and timely manner; that is,
all shareholders are treated equally and paid within
30 days after being (i) declared for interim dividends
and (ii) approved by shareholders at general
meetings for final dividends?
OECD Principle II: The Rights of Shareholders and Key
Ownership Functions
(A) Basic shareholder rights should include the right
to, amongst others: (6) share in the profits of the
corporation.
Yes
The Company pays dividends in an equitable and timely manner.
All holders of the same class of shares are treated equally in the
payment of dividends and payment is made within 30 days.
PLDT’s adherence to the OECD Principle II, the Guiding Reference
cited, is reflected in the recognition it received in 2013 for having
the Most Consistent Dividend Policy among publicly-listed
Philippine companies by Alpha Southeast Asia Magazine based
on the votes of independent investors/analysts and as one of the
largest dividend payers on a per share basis and the third largest
dividend payer in Southeast Asia.
Under Philippine law: (a) dividend payments are reckoned from
record date; (b) distinction between preferred and common
shares in the distribution of dividends is allowed; and (c) unlike
stock dividends, cash dividends are approved only by the board.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT UPDATE FOR 2014, Stockholders’ Rights-
Dividends, Sec. J.1.c, p. 13 PDF
2. PLDT WEBSITE Investor Relations>Dividend Info and Dividend
Declarations see also Press Releases and Disclosures
3. ANNUAL REPORT, “Most Consistent Dividend Policy”, pp. 22 PDF
4. PLDT WEBSITE Awards and Citations
Note: Dividend for the Series HH 10% Cumulative Convertible
Preferred Stock was paid as part of the redemption of the said
shares. Redemption, which includes the payment of the par value
and accrued dividends, was made upon due notice of at least 90 days
to the holders of the shares and publication of the notice in a
newspaper of general circulation.
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
A.2
Right to participate in decisions concerning
fundamental corporate changes.
Do shareholders have the right to participate in:
A.2.1
Amendments to the company's constitution?
OECD Principle II
(B) Shareholders should have the right to participate
in, and to be sufficiently informed on, decisions
concerning fundamental corporate changes such as:
(1) amendments to the statutes, or articles of
incorporation or similar governing documents of the
company.
Yes
This is required under Philippine law and affirmed in the
Company’s policies and disclosures.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Rights of
Stockholders, Sec. J.1.d.8.a, pp. 61-62 PDF
2. ARTICLES OF INCORPORATION, Article VII.B.3, p.10 PDF
3. 2014 AGM NOTICE, AGENDA AND INFORMATION STATEMENT, re
amendment of AOI, pp. 2–3 PDF
4. 2014 AGM RESULTS, Item 6 re amendment of the Articles of
Incorporation, para. 1.3(C), p. 8 PDF
See also MANUAL ON CORPORATE GOVERNANCE, Sec. 3.1, pp. 16-17
PDF; and PLDT WEBSITE Our Stakeholders
A.2.2
The authorisation of additional shares?
OECD Principle II (B)
(2) the authorisation of additional shares.
Yes
This is required under Philippine law and affirmed in the
Company’s policies and disclosures.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Rights of
Stockholders, Sec. J.1.d.8.b, p. 62 PDF
2. ARTICLES OF INCORPORATION, Article VII.B.3, p. 10 PDF
See also MANUAL ON CORPORATE GOVERNANCE, Sec. 3.1, pp. 16-17 PDF
and PLDT WEBSITE Our Stakeholders
A.2.3
The transfer of all or substantially all assets, which in
effect results in the sale of the company?
OECD Principle II (B)
(3) extraordinary transactions, including the transfer
of all or substantially all assets, that in effect result in
the sale of the company.
Yes
This is required under Philippine law and affirmed in the
Company’s policies and disclosures.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Rights of
Stockholders, Sec. J.8.c, p. 62 PDF
2. ARTICLES OF INCORPORATION, Article VII.B.3, p. 10 PDF
See also MANUAL ON CORPORATE GOVERNANCE, Sec. 3.1, pp. 16-17 PDF;
and PLDT WEBSITE Our Stakeholders
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
A.3
Right to participate effectively in and vote in
general shareholder meetings and should be
informed of the rules, including voting procedures,
that govern general shareholder meetings.
A.3.1
Do shareholders have the opportunity, evidenced by
an agenda item, to approve remuneration (fees,
allowances, benefit-in-kind and other emoluments)
or any increases in remuneration for the non-
executive directors/commissioners?
OECD Principle II (C)
(3) Effective shareholder participation in key
corporate governance decisions, such as the
nomination and election of board members, should
be facilitated. Shareholders should be able to make
their views known on the remuneration policy for
board members and key executives. The equity
component of compensation schemes for board
members and employees should be subject to
shareholder approval.
Yes
This is required under Philippine law and affirmed in the
Company’s policies and disclosures. The law requires
compensation to directors, as such, to be approved by a
shareholders' vote, except for reasonable per diems.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
Remuneration Matters, Sec. D.2, p. 31 PDF
2. MANUAL ON CORPORATE GOVERNANCE, Sec. 2.1.7, p. 8 PDF
A.3.2
Does the company provide non-controlling
shareholders a right to nominate candidates for
board of directors/commissioners?
Yes
Non-controlling shareholders can nominate candidates for the
Board of Directors.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Treatment
of Minority Stockholders, Sec. J.2.a & b, pp. 67-68 PDF
2. BY-LAWS, Article V, Sec. 7, p. 14 PDF
3. PLDT WEBSITE Our Stakeholders>”Minority Shareholders”
A.3.3
Does the company allow shareholders to elect
directors/commissioners individually?
Yes
Shareholders are allowed to elect the directors individually.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Rights of
Stockholders, Sec. J.1.b., J.1.c.3, J.1.d.11-23, J.2.a, pp. 58-68 PDF
2. 2014 AGM MINUTES, Item 5, pp. 7-10; AGM RESULTS, p. 6; NOTICE,
AGENDA AND INFORMATION STATEMENT, p. 6; and PROXY FORM
PDF PDF PDF PDF
3. 2013 AGM MINUTES, Item 5, p. 6; NOTICE, AGENDA AND
INFORMATION STATEMENT, p. 5; and PROXY FORM PDF PDF PDF
4. ARTICLES OF INCORPORATION, Article VII.B.3, p. 10 PDF
5. PLDT WEBSITE Our Stakeholders
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
A.3.4
Does the company disclose the voting and vote
tabulation procedures used, declaring both before
the meeting proceeds?
OECD Principle II (C)
Shareholders should have the opportunity to
participate effectively and vote in general
shareholder meetings and should be informed of the
rules, including voting procedures, that govern
general shareholder meetings.
Yes
Voting and vote tabulation procedures used are disclosed before
the meeting.
1. AGM MINUTES, re voting and voting tabulation procedures
- FOR THE 2014 AGM, Item 2, pp. 1-3 PDF PDF
- FOR THE 2013 AGM, Item 2, pp. 1-3 PDF PDF
2. NOTICE, AGENDA AND INFORMATION STATEMENT, Voting Procedures
- FOR THE 2014 AGM, pp. 3, 34-35 PDF PDF
- FOR THE 2013 AGM, p. 32-34 PDF
3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. J.1.f.ii-iii
and J.1.g, pp. 64-66 PDF
4. AGM RESULTS
- For the 2014 AGM, p. 6 PDF
- For the 2013 AGM, p. 5 PDF
A.3.5
Do the minutes of the most recent AGM record that
there was an opportunity allowing for shareholders
to ask questions or raise issues?
OECD Principle II (C)
(2) Shareholders should have the opportunity to ask
questions to the board, including questions relating
to the annual external audit, to place items on the
agenda of general meetings, and to propose
resolutions, subject to reasonable limitations.
Yes
Shareholders were given the opportunity to ask questions or
raise issues as recorded in the minutes of the most recent AGM.
PUBLIC DISCLOSURES:
1. AGM MINUTES, re shareholders’ questions
- FOR THE 2014 AGM, Items 2–7, pp. 1-12 PDF PDF PDF PDF PDF
- FOR THE 2013 AGM, Items 2–7, pp. 1-10 PDF PDF PDF
2. ANNUAL CG REPORT
- 2014 UPDATES, p. 13 PDF
- 2013 CONSOLIDATED UPDATES, Sec. J.1.d.10, p. 62 PDF
3. 2014 AGM RESULTS, Item 1.5, p. 9 PDF
A.3.6
Do the minutes of the most recent AGM record
questions and answers?
Yes
Minutes of the most recent AGM record the questions and
answers.
PUBLIC DISCLOSURES:
1. AGM MINUTES, re shareholders’ questions and answers thereto
- FOR THE 2014 AGM, Items 2-7, pp. 1-12 PDF PDF PDF PDF PDF
- FOR THE 2013 AGM, Items 3–6, pp. 6-10 PDF PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. J.1.d.10,
p. 62 PDF
3. 2014 AGM RESULTS, Item 1.5, p. 9 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
A.3.7
Does the disclosure of the outcome of the most
recent AGM include resolution(s)?
Yes
Disclosures of the results of the most recent AGM include
resolutions.
PUBLIC DISCLOSURES:
1. AGM MINUTES, re AGM results and resolutions
- FOR THE 2014 AGM, pp. 7-12 PDF
- FOR THE 2013 AGM, pp. 6-10 PDF
2. AGM RESULTS (including resolutions)
- FOR THE 2014 AGM, pp. 6-12 PDF
- FOR THE 2013 AGM, pp. 5-10 PDF
3. 2013 AGM SUMMARY OF ATTENDANCE AND VOTES, pp. 6-15 PDF
4. ANNUAL CG REPORT
- UPDATES FOR 2014, Sec. J.1.d.11-23, p. 14 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.d.11-23, pp. 62-63
PDF
A.3.8
Does the company disclose the voting results
including approving, dissenting, and abstaining votes
for each agenda item for the most recent AGM?
Yes
Voting results are disclosed, including the approving, dissenting,
and abstaining votes for each agenda item for the most recent
AGM.
PUBLIC DISCLOSURES:
1. AGM MINUTES, re voting results
- FOR THE 2014 AGM, pp. 7-12 PDF
- FOR THE 2013 AGM, pp. 6-10 PDF
2. AGM RESULTS (including approving, dissenting and abstaining
votes per agenda item)
- For the 2014 AGM, pp. 6-9 PDF
- For the 2013 AGM, pp. 5-7 PDF
3. 2013 AGM SUMMARY OF ATTENDANCE AND VOTES, pp. 6-15 PDF
4. ANNUAL CG REPORT
- UPDATES FOR 2014, Sec. J.1.d.11-23, p. 14 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.d.11-23, pp. 62-63 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
A.3.9
Does the company disclose the list of board
members who attended the most recent AGM?
OECD Principle II (C); and
ICGN 2.4.2
All directors need to be able to allocate sufficient
time to the board to perform their responsibilities
effectively, including allowing some leeway for
occasions when greater than usual time demands
are made.
Yes
Attendance of board members in the most recent AGM is
disclosed.
PUBLIC DISCLOSURES:
1. AGM MINUTES, re attendance of Board members
- FOR THE 2014 AGM, Item 2, footnote 1, p. 1 PDF
- FOR THE 2013 AGM, Item 2, footnote 1, p. 1 PDF
2. 2014 AGM RESULTS, re attendance of Board members, para.
1.1(c), p. 6 PDF
3. ANNUAL CG REPORT
- UPDATES FOR 2014, Sec. J.1.f(i), p. 15 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.f(i), pp. 63-64 PDF
A.3.10
Did the chairman of the board of directors/
commissioners attend the most recent AGM?
Yes
The Chairman of the Board of Directors attended the most
recent AGM.
PUBLIC DISCLOSURES:
1. AGM MINUTES, re attendance of the Chairman
- FOR THE 2014 AGM, Item 2, footnote 1, p. 1 PDF
- FOR THE 2013 AGM, Item 2, footnote 1, p. 1 PDF
2. 2014 AGM RESULTS, re attendance of the Chairman, para. 1.1(c),
p. 6 PDF
3. ANNUAL CG REPORT CONSOLIDATED
- UPDATES FOR 2014, Sec. J.1.f(i), p. 15 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.f(i), pp. 63-64 PDF
A.3.11
Did the CEO/Managing Director/President attend
the most recent AGM?
Yes
The President & CEO attended the most recent AGM.
PUBLIC DISCLOSURES:
1. AGM MINUTES, re attendance of the President & CEO
- FOR THE 2014 AGM, Item 2, footnote 1, p. 1 PDF
- FOR THE 2013 AGM, Item 2, footnote 1, p. 1 PDF
2. 2014 AGM RESULTS, re attendance of the President & CEO,
para. 1.1(c), p. 6 PDF
3. ANNUAL CG REPORT
- UPDATES FOR 2014, Sec. J.1.f(i), p. 15 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.f(i) , pp. 63-64 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
A.3.12
Did the chairman of the Audit Committee attend the
most recent AGM?
Yes
The Audit Committee Chairman attended the most recent AGM.
PUBLIC DISCLOSURES:
1. AGM MINUTES, re attendance of the Audit Committee Chairman
- FOR THE 2014 AGM, Item 2, footnote 1, p. 1 PDF
- FOR THE 2013 AGM, Item 2, footnote 1, p. 1 PDF
2. 2014 AGM RESULTS, re attendance of the Audit Committee
Chairman, para. 1.1(c), p. 6 PDF
3. ANNUAL CG REPORT
- UPDATES FOR 2014, Sec. J.1.f(i), p. 15 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.f(i), pp. 63-64 PDF
A.3.13
Did the company organise their most recent AGM in
an easy to reach location?
OECD Principle II (C)
Yes
The venue of the most recent AGM is an easy-to-reach location.
Venue: Makati Shangri-la, Makati Avenue, Makati City
(Makati is the financial center of the Philippines.)
PUBLIC DISCLOSURES:
1. AGM NOTICE, AGENDA AND INFORMATION STATEMENT, re venue
- For the 2014 AGM, p. 2 PDF
- For the 2013 AGM, p. 2 PDF
A.3.14
Does the company allow for voting in absentia?
OECD Principle II (C)
(4) Shareholders should be able to vote in person or
in absentia, and equal effect should be given to
votes whether cast in person or in absentia.
Yes
Voting in absentia is allowed via proxy instrument containing
voting instructions.
PUBLIC DISCLOSURES:
1. PROXY FORM
- For the 2014 AGM PDF
- For the 2013 AGM PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re
stockholders’ right to vote in person or by proxy, Sec. J.1.c(2) and
g, pp. 59 and 64 PDF PDF
3. AGM NOTICE, AGENDA AND INFORMATION STATEMENT
- For the 2014 AGM, p. 35 PDF
- For the 2013 AGM, p. 33 PDF
4. AGM MINUTES
- FOR THE 2014 AGM, pp. 2-3 PDF
- FOR THE 2013 AGM, Item 2, p. 2 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
A.3.15
Did the company vote by poll (as opposed to by
show of hands) for all resolutions at the most recent
AGM?
OECD Principle II (C)
Yes
Shareholders voted by poll for all resolutions at the most recent
AGM.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
item 4–voting by poll, Sec. J.1.c(4), p. 59 PDF
2. AGM NOTICE, AGENDA AND INFORMATION STATEMENT,
- For the 2014 AGM, p. 35 PDF
- For the 2013 AGM, pp. 33-34 PDF
3. AGM MINUTES
- FOR THE 2014 AGM, Item 2, pp. 2-3 PDF
- FOR THE 2013 AGM, Item 2, pp. 2-3 PDF
4. AGM RESULTS
- For the 2014 AGM, pp. 6-9 PDF
- For the 2013 AGM, pp. 5-7 PDF
A.3.16
Does the company disclose that it has appointed an
independent party (scrutineers/inspectors) to count
and/or validate the votes at the AGM?
Yes
The appointment of an independent party to count and/or
validate the votes at the AGM is disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT, re appointment of independent party
- UPDATES FOR 2014, Sec. J.1.f(ii), p. 15 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.f(ii), p. 64 PDF
2. MINUTES OF THE 2014 AGM, Item 2, last para., p. 3 PDF
3. 2014 AGM RESULTS, para. 1.4, p. 9 PDF
4. AGM NOTICE, AGENDA AND INFORMATION STATEMENT
- For the 2014 AGM, pp. 34-35 PDF
- For the 2013 AGM, pp. 34 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
A.3.17
Does the company make publicly available by the
next working day the result of the votes taken
during the most recent AGM for all resolutions?
OECD Principle II (C)
(1) Shareholders should be furnished with sufficient
and timely information concerning the date, location
and agenda of general meetings, as well as full and
timely information regarding the issues to be
decided at the meeting.
Yes
Voting results in the most recent AGM for all resolutions was
made publicly available on the same day that the AGM was held.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE Latest Shareholder News
Results of Annual Stockholders Meeting on 10 June 2014 PDF
Annual Stockholders Meeting: Summary of Attendance & Votes PDF
(Posted: June 10, 2014)
Results of Annual Stockholders Meeting on 14 June 2013 PDF
Annual Stockholders Meeting: Summary of Attendance & Votes PDF
(Posted: June 14, 2013)
2. ANNUAL CG REPORT, re publication of voting results
- UPDATES FOR 2014, Sec. J.1.d(24), p. 14 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.d(24), p. 63 PDF
A.3.18
Do companies provide at least 21 days notice for all
resolutions?
Yes
Notice of at least 21 days is provided for all resolutions.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE Latest Shareholder News
- For the 10 June 2014 AGM:
“Notice, Agenda and Information Statement
(Posted: May 6, 2014)” PDF
- For the 14 June 2013 AGM:
“Notice, Agenda and Information Statement
(Posted: May 14, 2013)” PDF
2. ANNUAL CG REPORT, re posting of AGM Notice (May 6, 2014)
- UPDATES FOR 2014, p. 13 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.d(9), p. 62 PDF
A.3.19
Does the company provide the rationale and
explanation for each agenda item which require
shareholders’ approval in the notice of
AGM/circulars and/or the accompanying statement?
Yes
Rationale and explanation were provided in the AGM Notice and
its accompanying documents for each agenda item which
requires shareholders’ approval.
PUBLIC DISCLOSURES:
1. 2014 AGM NOTICE, AGENDA AND INFORMATION STATEMENT,
Explanation of Agenda Items, p. 3 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
A.4
Markets for corporate control should be allowed to
function in an efficient and transparent manner.
A.4.1
In cases of mergers, acquisitions and/or takeovers
requiring shareholders’ approval, does the board of
directors/commissioners of the offeree company
appoint an independent party to evaluate the
fairness of the transaction price?
OECD Principle II (E)
Markets for corporate control should be allowed to
function in an efficient and transparent manner.
(1) The rules and procedures governing the
acquisition of corporate control in the capital
markets, and extraordinary transactions such as
mergers, and sales of substantial portions of
corporate assets, should be clearly articulated and
disclosed so that investors understand their rights
and recourse. Transactions should occur at
transparent prices and under fair conditions that
protect the rights of all shareholders according to
their class.
Yes
An independent party is appointed to evaluate the fairness of
the transaction price in cases of mergers, acquisitions and/or
takeovers. In addition, it is the Board’s policy to create a Special
Committee composed of independent directors that is
authorized to independently review the terms and conditions of
any acquisition of corporate control or extraordinary trans-
action, with the assistance of the independent financial adviser.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re:
appointment of independent financial advisors, Sec.K.3, p. 69
PDF
2. 2011 NOTICE, AGENDA AND INFORMATION STATEMENT, pp. 27–36
- Description of Proposed Transactions (re: Acquisition) PDF
- Valuation and Fairness Opinion – Independent Committee &
Independent Financial Advisory Firm PDF
A.5
The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
A.5.1
Does the Company publicly disclose policy/practice
to encourage shareholders including institutional
investors to attend the general meetings or
engagement with the Company?
OECD Principle II (F)
The exercise of ownership rights by all shareholders,
including institutional investors, should be
facilitated.
Yes
The policy and practices to encourage shareholders, including
institutional investors, to attend general meetings or
engagements with the Company, is publicly disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
Stockholders’ Participation-Measures Adopted & Communication
Procedure, Sec.J.d.1-7, p. 61 PDF
2. MANUAL ON CORPORATE GOVERNANCE, re encouraging shareholders
to attend stockholders’ meetings, Sec. 3.2(b), p. 17 PDF
3. PLDT WEBSITE Our Stakeholders
4. AGM NOTICE, AGENDA AND INFORMATION STATEMENT and PROXY
FORM
- For the 2014 AGM PDF PDF
- For the 2013 AGM PDF PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
PART B EQUITABLE TREATMENT OF SHAREHOLDERS
B.1
Shares and voting rights
B.1.1
Do the company's ordinary or common shares have
one vote for one share?
OECD Principle III
(A) All shareholders of the same series of a class
should be treated equally.
(1) Within any series of a class, all shares should
carry the same rights. All investors should be able to
obtain information about the rights attached to all
series and classes of shares before they purchase.
Any changes in voting rights should be subject to
approval by those classes of shares which are
negatively affected.
ICGN 8.3.1 Unequal voting rights
Companies’ ordinary or common shares should
feature one vote for one share. Divergence from a
'one-share, one-vote' standard which gives certain
shareholders power which is disproportionate to
their equity ownership should be both disclosed and
justified.
Yes
Common shares have one vote for one share.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re common
shares-one vote per share, Sec. J.f(iii), p. 64 PDF
2. ARTICLES OF INCORPORATION, Article VII, Sec. B.3, p.10 PDF
3. BY-LAWS, Article III, Sec. 3, p. 5 PDF
4. AGM NOTICE, AGENDA AND INFORMATION STATEMENT
- For the 2014 AGM, p. 6 PDF
- For the 2013 AGM, p. 5 PDF
5. ANNUAL REPORTS FOR 2013
- 2013 ANNUAL REPORT ON 17-A, p. 114 PDF
- 2013 ANNUAL REPORT ON 20-F, p. 127 PDF
B.1.2
Where the company has more than one class of
shares, does the company publicise the voting rights
attached to each class of shares (e.g. through the
company website/reports/the stock exchange/the
regulator's website)?
Yes
Voting rights of each class of shares are publicly disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re voting
rights of classes of shares, Sec. J.f(iii), p. 64 PDF
2. ARTICLES OF INCORPORATION, Article VII, Secs. A.5 & B.3, pp. 8-10
PDF
3. AGM NOTICE, AGENDA AND INFORMATION STATEMENT
- For the 2014 AGM, pp. 6-8 PDF
- For the 2013 AGM, pp. 5-8 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
B.2
Notice of AGM
B.2.1
Does each resolution in the most recent AGM deal
with only one item, i.e., there is no bundling of
several items into the same resolution?
OECD Principle II
(C) Shareholders should have the opportunity to
participate effectively and vote in general
shareholder meetings and should be informed of the
rules, including voting procedures, that govern
shareholder meetings:
(1) Shareholders should be furnished with sufficient
and timely information concerning the date, location
and agenda of general meetings, as well as full and
timely information regarding the issues to be
decided at the meeting.
(3) Effective shareholder participation in key
corporate governance decisions, such as the
nomination and election of board members, should
be facilitated.
OECD Principle II
(A) All shareholders of the same series of a class
should be treated equally.
(4) Impediments to cross border voting should be
eliminated.
ICGN 8.3.2 Shareholder participation in governance
Shareholders should have the right to participate in
key corporate governance decisions, such as the
right to nominate, appoint and remove directors in
an individual basis and also the right to appoint
external auditor.
ICGN 8.4.1 Shareholder ownership rights
The exercise of ownership rights by all shareholders
should be facilitated, including giving shareholders
timely and adequate notice of all matters proposed
for shareholder vote.
Yes
Each resolution in the most recent AGM deals with only one
item.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT, re AGM resolutions
- UPDATES FOR 2014, Sec. J.1.d.11-23, J.1.j, pp. 14, 16 PDF PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.d.11-23, pp. 62-63 PDF
2. AGM MINUTES, re AGM resolutions
- FOR THE 2014 AGM, pp. 7-12 PDF
- FOR THE 2013 AGM, pp. 6-10 PDF
3. AGM RESULTS
- For the 2014 AGM para. 1.3, pp. 6-9 PDF
- For the 2013 AGM, para. 1, pp. 5-7 PDF
4. AGM NOTICE, AGENDA AND INFORMATION STATEMENT
- For the 2014 AGM, pp. 2-3 PDF
- For the 2013 AGM, pp. 2, 30-32 PDF
B.2.2
Is the company's notice of the most recent
AGM/circulars fully translated into English and
published on the same date as the local-language
version?
Yes
The Notice of the most recent AGM, as well as its accompanying
documents, is in English. English is recognized as an official
language of the Philippines.
PUBLIC DISCLOSURES:
1. AGM NOTICE, AGENDA AND INFORMATION STATEMENT and PROXY
- For the 2014 AGM PDF PDF
- For the 2013 AGM PDF PDF
2. ANNUAL REPORT
- For 2013 PDF PDF
- For 2012 PDF PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
Does the notice of AGM/circulars have the following
details:
B.2.3
Are the profiles of directors/ commissioners (at least
age, qualification, date of first appointment,
experience, and directorships in other listed
companies) in seeking election/re-election included?
Yes
The profiles of directors (age, qualification, date of first
appointment, experience, and directorships in other listed
companies) seeking election or re-election are included in the
AGM Notice and its accompanying documents.
PUBLIC DISCLOSURES:
1. AGM NOTICE, AGENDA AND INFORMATION STATEMENT, Nominees for
Election as Directors
- For the 2014 AGM, pp. 11-19 PDF
- For the 2013 AGM, pp. 11-17 PDF
2. ANNUAL REPORT
- FOR 2013, pp. 48-50 PDF
- FOR 2012, pp. 42-44 PDF
3. ANNUAL CG REPORT UPDATES FOR 2014, re AGM Notice, Sec. J.1.j, p.
19 PDF
B.2.4
Are the auditors seeking appointment/re-
appointment clearly identified?
Yes
The auditor seeking appointment or re-appointment is clearly
identified in the Information Statement, which is distributed to
stockholders together with the AGM Notice in accordance with
applicable regulations.
PUBLIC DISCLOSURES:
1. AGM NOTICE, AGENDA AND INFORMATION STATEMENT, Information
on PLDT’s Independent Auditors and Other Related Matters
- For the 2014 AGM, pp. 33-34 PDF
- For the 2013 AGM, p. 32 PDF
2. 2014 AGM RESULTS, para. 1.6, p. 9 PDF
3. ANNUAL CG REPORT UPDATES FOR 2014, re AGM Notice, Sec. J.1.j, p.
19 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
B.2.5
Has an explanation of the dividend policy been
provided?
Yes
An explanation of the dividend policy is provided in the Annual
Report, which is distributed to stockholders together with the
AGM Notice and the Information Statement, in accordance with
applicable regulations.
PUBLIC DISCLOSURES:
1. 2013 ANNUAL REPORT, re dividend policy, pp. 45 and 100 PDF
PDF
Note: The Annual Report is distributed to stockholders as one of
the accompanying documents to the AGM Notice.
See also:
2. ANNUAL CG REPORTS
- UPDATES FOR 2014, re AGM Notice, Sec. J.1.j, p. 19 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.c, “Dividends”, p. 60 PDF
3. 2013 ANNUAL REPORT ON 17-A, p. 41 PDF
4. 2013 ANNUAL REPORT ON 20-F, p. 9 PDF
5. AGM MINUTES
- FOR THE 2014 AGM, p. 3 (last para.) PDF
- FOR THE 2013 AGM, p. 3 (last para.) PDF
6. PLDT WEBSITE Investor Relations>Dividend Info
B.2.6
Is the amount payable for final dividends disclosed?
Yes
The amount payable for final dividends is disclosed in the Annual
Report, which is distributed to stockholders together with the
AGM Notice.
PUBLIC DISCLOSURES:
1. 2013 ANNUAL REPORT, “Dividends Declared”, p.191-194 PDF
Note: The Annual Report is distributed with the AGM Notice.
See also:
2. ANNUAL CG REPORTS
- UPDATES FOR 2014, Sec. J.1.j, p. 16 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. J.c, “Dividends”, p. 60 PDF
3. 2013 ANNUAL REPORT ON 17-A, pp. 41, F-83 to F-85 PDF PDF
4. 2013 ANNUAL REPORT ON 20-F, pp. 9, 245-247 PDF PDF
5. AGM MINUTES
- FOR THE 2014 AGM, p. 3 (last para.) PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
(cont.)
- FOR THE 2013 AGM, p. 3 (last para.) PDF
6. PLDT WEBSITE Investor Relations>Dividend Info
- Dividend Declarations 2014 2013 2012
- Stockholders’ Related Disclosures
B.2.7
Were the proxy documents made easily available?
Yes
Proxy documents were made easily available. A copy of the
proxy form was: (i) distributed to stockholders together with the
AGM Notice; and (ii) posted on the PLDT website.
PUBLIC DISCLOSURES:
1. AGM NOTICE, AGENDA & INFORMATION STATEMENT and PROXY FORM
- For the 2014 AGM PDF PDF
- For the 2013 AGM PDF PDF
2. ANNUAL CG REPORT UPDATES FOR 2014, re AGM Notice, Sec. J.1.j, p.
19 PDF
3. PLDT WEBSITE Latest Shareholders’ News
Note: The Proxy Form is posted online together with the AGM
Notice, Agenda and Information Statement.
B.3
Insider trading and abusive self-dealing should be
prohibited.
B.3.1
Does the company have policies and/or rules
prohibiting directors/commissioners and employees
to benefit from knowledge which is not generally
available to the market?
OECD Principle III
(B) Insider trading and abusive dealing should be
prohibited
ICGN 3.5 Employee share dealing
Companies should have clear rules regarding any
trading by directors and employees in the company's
own securities. Among other issues, these must seek
to ensure individuals do not benefit from knowledge
which is not generally available to the market.
ICGN 8.5 Shareholder rights of action
Minority shareholders should be afforded
protection and remedies against abusive or
oppressive conduct.
Yes
The Company has policies regarding insider training which
prohibit directors and employees to benefit from knowledge not
generally available to the market.
PUBLIC DISCLOSURES:
1. CODE OF BUSINESS CONDUCT & ETHICS, Standards of Business
Conduct and Ethics, Sec. C.3 PDF
2. PLDT WEBSITE Policies, Processes and Practices
- “Restriction on Trading of Shares”
- “Policy on Blackout Period”
- Our Stakeholders>“Shareholders”
3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Compliance
with Laws & Regulations, Sec. B.1.d , pp. 19-20 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
B.3.2
Are the directors/commissioners required to report
their dealings in company shares within 3 business
days?
Yes
Directors are required to report their dealings in Company
shares within 3 business days.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- Policies, Processes and Practices
“Restriction on Trading of Shares”
“Policy on Blackout Period”
- Our Stakeholders>“Shareholders”
2. CODE OF BUSINESS CONDUCT & ETHICS, Standards of Business
Conduct and Ethics, Sec. C.3 PDF
B.4
Related party transactions by directors and key
executives.
B.4.1
Does the company have a policy requiring
directors/commissioners to disclose their interest in
transactions and any other conflicts of interest?
OECD Principle III
(C) Members of the board and key executives should
be required to disclose to the board whether they,
directly, indirectly or on behalf of third parties, have
a material interest in any transaction or matter
directly affecting the corporation.
ICGN 2.11.1 Related party transactions - Companies
should have a process for reviewing and monitoring
any related party transaction. A committee of
independent directors should review significant
related party transactions to determine whether
they are in the best interests of the company and if
so to determine what terms are fair.
ICGN 2.11.2 Director conflicts of interest
Companies should have a process for identifying and
managing conflicts of interest directors may have. If
a director has an interest in a matter under
consideration by the board, then the director should
not participate in those discussions and the board
should follow any further appropriate processes.
Yes
The Company has policies requiring directors to disclose their
interest in transactions and any other conflicts of interest: (a)
the Conflict of Interest Policy; and (b) the Guidelines on the
Proper Handling of Related Party Transactions.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013
- Sec. B.1 (a), Conflict of Interest, p. 19 PDF
- Secs. B.4 (a) & (b) and I.7, Guidelines on the Proper Handling
of Related Party Transactions, pp. 22-24, 57-58 PDF PDF
2. PLDT WEBSITE
- Policies, Processes and Practices
“Conflict of Interest Policy”
“Guidelines on the Proper Handling of Related Party
Transaction” ( 2nd paragraph)
- Our Stakeholders>“Shareholders”
3. ANNUAL REPORTS FOR 2013
- 2013 ANNUAL REPORT, pp. 41-42 PDF
- 2013 ANNUAL REPORT ON 20-F, pp. 151-152 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
B.4.2
Does the company have a policy requiring a
committee of independent directors/commissioners
to review material/significant RPTs to determine
whether they are in the best interests of the
company and shareholders?
(cont.)
Individual directors should be conscious of
shareholder and public perceptions and seek to
avoid situations where there might be an
appearance of a conflict of interest.
Yes
The Company has a policy requiring a committee of independent
directors to review material related party transactions (“RPTs”)
to determine whether they are in the best interests of the
Company and shareholders: the Guidelines on the Proper
Handling of Related Party Transactions.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Secs. B.4 (a)
& (b) and I.7, Guidelines on the Proper Handling of Related Party
Transactions, pp. 22-24, 57-58 PDF PDF
2. PLDT WEBSITE
- Policies, Processes and Practices> “Guidelines on the Proper
Handling of Related Party Transaction” (see “Conflict of
Interest”, 2nd paragraph)
- Our Stakeholders>“Shareholders”
3. 2013 ANNUAL REPORT, pp. 41-42 PDF
B.4.3
Does the company have a policy requiring board
members (directors/ commissioners) to abstain
from participating in the board discussion on a
particular agenda when they are conflicted?
Yes
The Company has policies requiring directors to abstain from
participating in the board discussion on a particular agenda
when they are conflicted: (a) Conflict of Interest Policy; and (b)
Guidelines on the Proper Handling of Related Party Transactions.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013
- Sec. B.1 (a), Conflict of Interest, p. 19 PDF
- Secs. B.4 (a) & (b) and I.7, Guidelines on the Proper Handling
of Related Party Transactions, pp. 22-24, 57-58 PDF PDF
2. PLDT WEBSITE
- Policies, Processes and Practices> “Conflict of Interest Policy”
and “Guidelines on the Proper Handling of Related Party
Transaction” ( 2nd paragraph)
- Our Stakeholders>“Shareholders”
3. ANNUAL REPORTS FOR 2013
- 2013 ANNUAL REPORT, pp. 41-42 PDF
-2013 ANNUAL REPORT ON 20-F, pp. 151-152 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
B.4.4
Does the company have policies on loans to
directors and commissioners either forbidding this
practice or ensuring that they are being conducted
at arm's length basis and at market rates?
Yes
The Company has policies that forbid loans to directors: (a) Code
of Business Conduct and Ethics; and (b) Conflict of Interest Policy.
PUBLIC DISCLOSURES:
1. CODE OF BUSINESS CONDUCT AND ETHICS, “Standards of Business
Conduct and Ethics”, Sec. D.5 PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. B.1 (a),
Conflict of Interest, p. 19 PDF
3. PLDT WEBSITE
Policies, Processes and Practices
”Code of Business Conduct and Ethics”
“Conflict of Interest Policy”
B.5
Protecting minority shareholders from abusive
actions
B.5.1
Were there any RPTs that can be classified as
financial assistance to entities other than wholly-
owned subsidiary companies?
OECD Principle III
(A) All shareholders of the same series of a class
should be treated equally.
(2) Minority shareholders should be protected from
abusive actions by, or in the interest of, controlling
shareholders acting either directly or indirectly, and
should have effective means of redress.
ICGN 2.11.1 Related party transactions
Companies should have a process for reviewing and
monitoring any related party transaction. A
committee of independent directors should review
significant related party transactions to determine
whether they are in the best interests of the
company and if so to determine what terms are fair.
No
There were no RPTs that can be classified as financial assistance
to entities other than wholly-owned subsidiary companies.
PUBLIC DISCLOSURES:
1. ANNUAL REPORTS FOR 2013
- 2013 ANNUAL REPORT, pp. 213-220 PDF
- 2013 ANNUAL REPORT ON 17-A, pp. F104-F-111 PDF
- 2013 ANNUAL REPORT ON 20-F, pp. 267-274 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
B.5.2
Does the company disclose that RPTs are conducted
in such a way to ensure that they are fair and at
arms' length?
(cont.)
ICGN 2.11.2 Director conflicts of interest
Companies should have a process for identifying and
managing conflicts of interest directors may have. If
a director has an interest in a matter under
consideration by the board, then the director should
not participate in those discussions and the board
should follow any further appropriate processes.
Individual directors should be conscious of
shareholder and public perceptions and seek to
avoid situations where there might be an
appearance of a conflict of interest.
ICGN 8.5 Shareholder rights of action
Shareholders should be afforded rights of action and
remedies which are readily accessible in order to
redress conduct of company which treats them
inequitably. Minority shareholders should be
afforded protection and remedies against abusive or
oppressive conduct.
Yes
The Company discloses that RPTs are conducted in such a way to
ensure that they are fair and at arms' length.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, “Guidelines
on the Proper Handling of Related Party Transactions”, Secs. B.4
(a) & (b) and I.7, pp. 22-24, 57-58 PDF PDF
2. PLDT WEBSITE
- Policies, Processes and Practices
“Guidelines on the Proper Handling of Related Party
Transaction” ( see “Conflict of Interest”, 2nd paragraph)
- Our Stakeholders>“Shareholders”
3. ANNUAL REPORTS FOR 2013
- 2013 ANNUAL REPORT, pp. 41-42, 213-220 PDF PDF
- 2013 ANNUAL REPORT ON 17-A, pp. F104-F-111 PDF
- 2013 ANNUAL REPORT ON 20-F, pp. 267-274 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
PART C ROLE OF STAKEHOLDERS
C.1
The rights of stakeholders that are established by
law or through mutual agreements are to be
respected.
Does the company disclose a policy that:
C.1.1
Stipulates the existence and scope of the company's
efforts to address customers' welfare?
OECD Principle IV (A)
The rights of stakeholders that are established by
law or through mutual agreements are to be
respected. In all OECD countries, the rights of
stakeholders are established by law (e.g., labour,
business, commercial and insolvency laws) or by
contractual relations. Even in areas where
stakeholder interests are not legislated, many firms
make additional commitments to stakeholders, and
concern over corporate reputation and corporate
performance often requires the recognition of
broader interests.
Global Reporting Initiative: Sustainability Report
(C1.1 - C.15)
International Accounting Standards 1: Presentation
of Financial Statements
Yes
The Company’s policies that stipulate the existence and scope of
its efforts to address customers' welfare are disclosed: (a) PLDT
Group CSR Statement; (b) General Practice on Engagement with
Stakeholders; and (c) PLDT ALPHA Enterprise Vision, Mission &
Values.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE ”PLDT Group CSR Statement“
- “PLDT ALPHA Enterprise’s Vision, Mission & Values”
- “General Practice on Stakeholder Engagement”
See also Our Stakeholders>”Customers“
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec.H.1,
“Customers’ welfare”, p. 49 PDF
3. 2013 ANNUAL REPORT, p. 45 PDF
C.1.2
Explains supplier/contractor selection practice?
Yes
The Company’s policies that explain supplier/contractor selection
practice are disclosed: (a) Supplier/Contractor Relations Policy;
and (b) General Practice on Engagement with Stakeholders.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- ”Supplier/Contractor Relations Policy”
- “General Practice on Stakeholder Engagement”
See also Our Stakeholders>”Suppliers”
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, “Supplier/
contractor selection practice”, Sec.H.1, p. 50 PDF
3. ANNUAL REPORTS FOR 2013
- 2013 ANNUAL REPORT, pp. 41-42, 45 PDF
- 2013 ANNUAL REPORT ON 20-F, p. 151 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
C.1.3
Describes the company's efforts to ensure that its
value chain is environmentally friendly or is
consistent with promoting sustainable
development?
Yes
The Company’s policies that describe its efforts to ensure that its
value chain is environmentally friendly or is consistent with
promoting sustainable development are disclosed: (a) PLDT
Group CSR Statement; and (b) General Practice on Stakeholder
Engagement.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- ”PLDT Group CSR Statement“
- “General Practice on Stakeholder Engagement”
See also Our Stakeholders>”Environment“
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
“Environmentally friendly value-chain”, Sec.H.1, p. 50 PDF
3. 2013 ANNUAL REPORT, p. 46 PDF
C.1.4
Elaborates the company's efforts to interact with the
communities in which they operate?
Yes
The Company’s policies that elaborate its efforts to interact with
the communities in which they operate are disclosed: (a) PLDT
Group CSR Statement; and (b) General Practice on Engagement
with Stakeholders.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, “Community
Interaction”, Sec.H.1, pp. 50-51 PDF
2. PLDT WEBSITE
- ”PLDT Group CSR Statement“
- “General Practice on Stakeholder Engagement”
- “Community Relations’ Mission & Vision: Working Responsibly”
- Our Stakeholders>”Communities“
3. 2013 ANNUAL REPORT, p. 46 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
C.1.5
Describe the company's anti-corruption programmes
and procedures?
Yes
The Company’s policies that describe its anti-corruption
programs and procedures are disclosed: (a) Code of Business
Conduct and Ethics; (b) Policy on Gifts, Entertainment and
Sponsored Travel; (c) Supplier/Contractor Relations Policy; and
(d) Corporate Governance Guidelines for Suppliers.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, “Anti-
corruption programmes and procedures”, Sec.H.1, p. 51 PDF
2. CODE OF BUSINESS CONDUCT AND ETHICS, “Compliance”, p. 2 PDF
3. PLDT WEBSITE
- Anti-Corruption Program“
- Policies, Processes and Practices>
“Policy on Gifts, Entertainment and Sponsored Travel”
“Supplier/Contractor Relations Policy”
C.1.6
Describes how creditors' rights are safeguarded?
Yes
The Company’s policies that describe how the rights of creditors
are safeguarded are disclosed: (a) General Practice on
Stakeholder Engagement; (b) Code of Business Conduct and
Ethics; and (c) PLDT Group CSR Statement.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
“Safeguarding creditors’ rights”, Sec.H.1, p. 51 PDF
2. CODE OF BUSINESS CONDUCT AND ETHICS, p. 1 PDF
3. PLDT WEBSITE
- General Practice on Engagement with Stakeholders
- Our Stakeholders>”Creditors“
- PLDT Group CSR Statement
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
Does the company disclose the activities that it has
undertaken to implement the above mentioned
policies?
C.1.7
Customer health and safety
OECD Principle IV (A) & Global Reporting Initiative
Yes
Activities undertaken by the Company to implement the
abovementioned policy on customer health and safety are
disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec.H.1,
“Customers’ welfare”, p. 49 PDF
2. PLDT WEBSITE
- PLDT Group CSR Statement
- “PLDT ALPHA Enterprise’s Vision, Mission & Values” (re
customers)
- General Practice on Engagement with Stakeholders
- Our Stakeholders>”Customers“
3. 2013 ANNUAL REPORT, p. 45 PDF
C.1.8
Supplier/Contractor selection and criteria
Yes
Activities undertaken by the Company to implement the
abovementioned policy on supplier/contractor selection and
criteria are disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
“Supplier/contractor selection practice”, Sec.H.1, p. 50 PDF
2. PLDT WEBSITE
- Policies, Processes and Practices>”Supplier/Contractor
Relations Policy”
- General Practice on Engagement with Stakeholders
- Our Stakeholders>”Suppliers”
3. ANNUAL REPORTS FOR 2013
- 2013 ANNUAL REPORT, pp. 41-42, 45 PDF
- 2013 ANNUAL REPORT ON 20-F, p. 151 PDF
PLDT
ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT
ITEM
CORPORATE GOVERNANCE STANDARD
GUIDING REFERENCE
RESPONSE
PUBLIC DISCLOSURES
C.1.9
Environmentally-friendly value chain
Yes
Activities undertaken by the Company to implement the
abovementioned policy on environmentally-friendly value chain
is disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
“Environmentally friendly value-chain”, Sec.H.1, p. 50 PDF
2. PLDT WEBSITE PLDT Group CSR Statement
- General Practice on Engagement with Stakeholders
- Our Stakeholders>”Environment“
3. 2013 ANNUAL REPORT, p. 46 PDF
C.1.10
Interaction with the communities
Yes
Activities undertaken by the Company to implement the
abovementioned policy on interaction with the communities are
disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, “Community
Interaction”, Sec.H.1, pp. 50-51 PDF
2. PLDT WEBSITE PLDT Group CSR Statement
- General Practice on Engagement with Stakeholders
- Our Stakeholders>”Communities“
- Corporate Citizenship, Community Partnerships
- Community Relations’ Mission & Vision: Working Responsibly
3. 2013 ANNUAL REPORT, pp. 24-28, 46 PDF PDF
C.1.11
Anti-corruption programmes and procedures
Yes
Activities undertaken by the Company to implement the
abovementioned policy on anti-corruption are disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, “Anti-
corruption programmes and procedures”, Sec.H.1, p. 51 PDF
2. CODE OF BUSINESS CONDUCT AND ETHICS, Compliance, p. 2 PDF
3. PLDT WEBSITE PLDT Group CSR Statement
- ”Anti-Corruption Program“
- Policies, Processes and Practices