THE PLDT CORPORATE GOVERNANCE HISTORY
By virtue of its listing in the Philippine Stock Exchange and New York Stock Exchange, PLDT falls within the ambit of Philippine and U.S. regulatory bodies and must comply with their laws, rules and regulations. In this regard, PLDT has established various policies and initiatives to ensure that its business practices will be compliant with global best practices. Significant dates in our compliance efforts are as follows:
September 24, 2002
The PLDT Board of Directors (“Board”) approved the PLDT Manual on Corporate Governance (“Manual”). The Manual, which took effect on January 1, 2003, conforms with the requirements of the Philippine Securities and Exchange Commission (“PSEC”), and covers policies on, among others: (a) independent directors, (b) key Board Committees (i.e., Audit Committee, Executive Compensation Committee, and Nomination Committee), (c) independent auditors, (d) internal audit, (e) stockholder rights, (f) internal controls, and (g) penalties for non-compliance.
November 5, 2002
The Board approved the Anti-Money Laundering Manual. While not a covered institution, PLDT has nonetheless adopted its own Anti-Money Laundering Manual as required by the PSEC and pursuant to our commitment to help the national government in preventing anti-money laundering activities.
March 30, 2004
The Board approved the Code of Business Conduct and Ethics (the “Code”). The Code sets out standards of business conduct and ethics, namely: (a) compliance, (b) competition and fair dealing, (c) confidentiality of information and proper use of property, (d) conflicts of interests and corporate opportunities, (e) disclosure, (f) risk management, and (g) relations with shareholders and investors. These standards seek to promote the values of accountability, integrity, fairness and transparency. The Code also proscribes retaliation against reporters of violations of the Code, and penalizes violation of the prescribed standards.
Middle of June 2004
PLDT commenced its Sarbanes-Oxley Section 404 Compliance Project. Through this project, the PLDT Group ensures that its internal controls will support the annual internal control report on management’s assessment of internal controls that must be certified by the chief executive officer and the chief financial officer starting 2006 for foreign private issuers outside the U.S. like PLDT. This includes, as well, the corresponding required attestation of the independent external auditors.
June 29, 2004
The Board expanded the existing Nominations Committee to include oversight functions on corporate governance matters. Accordingly, it reconstituted the Nominations Committee into the Governance and Nominations Committee.
October 5, 2004
The Board approved the Charter of the Governance and Nomination Committee and identified members to the committee. PLDT also appointed its Chief Governance Officer who serves as compliance officer and heads the Corporate Governance Office. The Chief Governance Officer and the Corporate Governance Office report functionally to the Governance and Nomination Committee of the Board.
Early May 2005
PLDT’s President and CEO issued a memo to the presidents of PLDT subsidiaries to seek the adoption by the respective Board of Directors of the subsidiaries of the PLDT Code of Business Conduct and Ethics in accordance with the Governance and Nomination Committee Resolution No. 04-2005-02 dated April 2005.
October 04, 2005
The Board approved the expanded Conflict of Interest Policy.
The above initiatives are just the initial steps that PLDT has taken in consonance with its commitment to instill a culture of good governance in the Company. With the PLDT Board’s Governance and Nomination Committee in place, as well as the President and CEO’s support of the recently established and future corporate governance programs, PLDT will continue to lead the pack in the adoption of critical best practices in good corporate governance in the Philippines.