asean corporate governance scorecard 2014 self-assessment

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 Disclo

Trang 1

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

Trang 2

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

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

Trang 3

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 CGREPORT 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 2014AGMNOTICE,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

PUBLIC DISCLOSURES:

1 ANNUAL CGREPORT 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

PUBLIC DISCLOSURES:

1 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, Rights of Stockholders, Sec J.8.c, p 62 PDF

See also MANUAL ON CORPORATE GOVERNANCE, Sec 3.1, pp 16-17 PDF ;

PLDT

Trang 4

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 CGREPORT 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 CGREPORT 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

2 2014AGMMINUTES, Item 5, pp 7-10; AGM RESULTS, p 6; NOTICE,

AGENDA AND INFORMATION STATEMENT, p 6; and PROXY FORM

3 2013AGMMINUTES, Item 5, p 6; NOTICE,AGENDA AND

INFORMATION STATEMENT, p 5; and PROXY FORM PDF PDF PDF

5 PLDT

Trang 5

A.3.4 Does the company disclose the voting and vote

tabulation procedures used, declaring both before

the meeting proceeds?

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

- 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 CGREPORT 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

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?

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 AGMMINUTES,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 CGREPORT

- 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 CGREPORT CONSOLIDATED UPDATES FOR 2013, Sec J.1.d.10,

p 62 PDF

3 2014 AGM R , Item 1.5, p 9

Trang 6

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

2 AGM RESULTS (including resolutions)

3. 2013AGMSUMMARY OF ATTENDANCE AND VOTES, pp 6-15 PDF

4 ANNUAL CGREPORT

- 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

2 AGM RESULTS (including approving, dissenting and abstaining votes per agenda item)

- For the 2014 AGM, pp 6-9 PDF

3. 2013AGMSUMMARY OF ATTENDANCE AND VOTES, pp 6-15 PDF

4 ANNUAL CGREPORT

- 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

Trang 7

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

2 2014 AGM RESULTS,re attendance of Board members,para

1.1(c), p 6 PDF

3 ANNUAL CGREPORT

- 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

2 2014 AGM RESULTS,re attendance of the Chairman, para 1.1(c),

p 6 PDF

3 ANNUAL CGREPORT CONSOLIDATED

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

2 2014 AGM RESULTS,re attendance of the President & CEO, para 1.1(c), p 6 PDF

3 ANNUAL CGREPORT

- CONSOLIDATED UPDATES FOR 2013, Sec J.1.f(i) , pp 63-64

Trang 8

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

2 2014 AGM RESULTS,re attendance of the Audit Committee Chairman, para 1.1(c), p 6 PDF

3 ANNUAL CGREPORT

A.3.13 Did the company organise their most recent AGM in

an easy to reach location?

Venue: Makati Shangri-la, Makati Avenue, Makati City

(Makati is the financial center of the Philippines.)

PUBLIC DISCLOSURES:

1 AGMNOTICE,AGENDA AND INFORMATION STATEMENT, re venue

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 CGREPORT 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

4 AGM MINUTES

- FOR THE 2013 AGM, Item 2, p 2

Trang 9

A.3.15 Did the company vote by poll (as opposed to by

show of hands) for all resolutions at the most recent

AGM?

AGM

PUBLIC DISCLOSURES:

item 4–voting by poll, Sec J.1.c(4), p 59 PDF

2 AGM NOTICE,AGENDA AND INFORMATION STATEMENT,

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

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:

- 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 2014AGM, Item 2, last para., p 3 PDF

3 2014 AGM RESULTS,para 1.4, p 9 PDF

- For the 2013 AGM, pp 34 PDF

Trang 10

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?

(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 CGREPORT, 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

- 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:

Explanation of Agenda Items, p 3

Trang 11

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 CGREPORT CONSOLIDATED UPDATES FOR 2013, re:

appointment of independent financial advisors, Sec.K.3, p 69 PDF

2 2011NOTICE,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:

Stockholders’ Participation-Measures Adopted & Communication Procedure, Sec.J.d.1-7, p 61 PDF

to attend stockholders’ meetings, Sec 3.2(b), p 17 PDF

3 PLDT WEBSITE Our Stakeholders

4 AGMNOTICE,AGENDA AND INFORMATION STATEMENT and PROXY

FORM

- For the 2014 AGM PDF PDF

- For the 2013 AGM

Trang 12

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 CGREPORT 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

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

- For the 2013AGM, pp 5-8 PDF

Trang 13

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

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 CGREPORT,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

3 AGM RESULTS

- For the 2014 AGM para 1.3, pp 6-9 PDF

- For the 2013 AGM,para 1, pp 5-7 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 AGMNOTICE,AGENDA AND INFORMATION STATEMENT andPROXY

2 ANNUAL REPORT

- For 2013 PDF PDF

- For 2012 PDF PDF

Trang 14

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:

Election as Directors

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:

on PLDT’s Independent Auditors and Other Related Matters

2 2014 AGM RESULTS,para 1.6, p 9 PDF

3 ANNUAL CGREPORT UPDATES FOR 2014, re AGM Notice, Sec J.1.j, p

Trang 15

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 2013ANNUAL 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 CGREPORTS

- 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 2013ANNUAL REPORT ON 17-A, p 41 PDF

4 2013ANNUAL REPORT ON 20-F, p 9 PDF

5 AGM MINUTES

- FOR THE 2014 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

- UPDATES FOR 2014, Sec J.1.j, p 16 PDF

- CONSOLIDATED UPDATES FOR 2013, Sec J.c, “Dividends”, p 60 PDF

3 2013ANNUAL REPORT ON 17-A, pp 41, F-83 to F-85 PDF PDF

4 2013ANNUAL REPORT ON 20-F, pp 9, 245-247 PDF PDF

5 AGM MINUTES

- FOR THE 2014 AGM, p 3 (last para.)

Trang 16

(cont.)

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 AGMNOTICE,AGENDA &INFORMATION STATEMENT and PROXY FORM

2 ANNUAL CGREPORT UPDATES FOR 2014, re AGM Notice, Sec J.1.j, p

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?

(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 CGREPORT CONSOLIDATED UPDATES FOR 2013, Compliance with Laws & Regulations, Sec B.1.d , pp 19-20 PDF

Trang 17

B.3.2 Are the directors/commissioners required to report

their dealings in company shares within 3 business

B.4.1 Does the company have a policy requiring

directors/commissioners to disclose their interest in

transactions and any other conflicts of interest?

(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 CGREPORT 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

Trang 18

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 CGREPORT 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 2013ANNUAL 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 CGREPORT 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”

- 2013 ANNUAL REPORT, pp 41-42 PDF

Trang 19

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 CGREPORT 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?

(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

Trang 20

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 CGREPORT 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)

Trang 21

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:

- “PLDT ALPHA Enterprise’s Vision, Mission & Values”

- “General Practice on Stakeholder Engagement”

See also Our Stakeholders>”Customers“

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, Sec.H.1,

“Customers’ welfare”, p 49 PDF

3 2013ANNUAL 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 CGREPORT CONSOLIDATED UPDATES FOR 2013, “ Supplier/ contractor selection practice”, Sec.H.1, p 50 PDF

- 2013 ANNUAL REPORT, pp 41-42, 45 PDF

- 2013 ANNUAL REPORT ON 20-F, p 151

Trang 22

C.1.3 Describes the company's efforts to ensure that its

value chain is environmentally friendly or is

consistent with promoting sustainable

PUBLIC DISCLOSURES:

1 PLDT WEBSITE

See also Our Stakeholders>”Environment“

“Environmentally friendly value-chain”, Sec.H.1, p 50 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

- “Community Relations’ Mission & Vision: Working Responsibly”

- Our Stakeholders>”Communities“

Trang 23

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

- 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:

“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

Trang 24

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

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:

“Supplier/contractor selection practice”, Sec.H.1, p 50 PDF

Trang 25

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:

“Environmentally friendly value-chain”, Sec.H.1, p 50 PDF

- Our Stakeholders>”Environment“

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 CGREPORT CONSOLIDATED UPDATES FOR 2013, “Community Interaction”, Sec.H.1, pp 50-51 PDF

- Our Stakeholders>”Communities“

- Corporate Citizenship, Community Partnerships

- Community Relations’ Mission & Vision: Working Responsibly

3 2013ANNUAL 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 CGREPORT CONSOLIDATED UPDATES FOR 2013, corruption programmes and procedures”, Sec.H.1, p 51 PDF

“Anti-2 CODE OF BUSINESS CONDUCT AND ETHICS, Compliance, p 2 PDF

- ”Anti-Corruption Program“

- Policies, Processes and Practices

Trang 26

C.1.12 Creditors' rights Yes Activities undertaken by the Company to implement the

abovementioned policy on creditors' rights are disclosed

PUBLIC DISCLOSURES:

“Safeguarding creditors’ rights”, Sec.H.1, p 51 PDF

2 PLDT WEBSITE

- PLDT Group CSR Statement

- Our Stakeholders>”Creditors“

C.1.13 Does the company have a separate corporate

responsibility (CR) report/section or sustainability

report/section?

OECD Principle V (A)

Disclosure should include, but not be limited to, material information on: (7) Issues regarding employees and other stakeholders

Companies are encouraged to provide information

on key issues relevant to employees and other stakeholders that may materially affect the long term sustainability of the company

Yes The Company’s Annual Report and website have separate

corporate responsibility sections

- Corporate Citizenship, Community Partnerships

- Community Relations’ Mission & Vision: Working Responsibly

- Our Stakeholders>”PLDT Group CSR Statement“

C.2 Where stakeholder interests are protected by law,

stakeholders should have the opportunity to obtain

effective redress for violation of their rights

C.2.1 Does the company provide contact details via the

company's website or Annual Report which

stakeholders (e.g., customers, suppliers, general

public, etc.) can use to voice their concerns and/or

complaints for possible violation of their rights?

OECD Principle IV (B)

Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights

The governance framework and processes should be transparent and not impede the ability of

stakeholders to communicate and to obtain redress for the violation of rights

Yes Contact details via the Company's website and Annual Report

which stakeholders can use to voice their concerns and/or complaints, are provided

PUBLIC DISCLOSURES:

1 PLDTWEBSITE Contact Us Page

2 2013ANNUAL REPORT, Contact Information, p 269 PDF

Trang 27

C.3 Performance-enhancing mechanisms for employee

participation should be permitted to develop

C.3.1 Does the company explicitly disclose the health,

safety, and welfare policy for its employees?

OECD Principle IV (C)

Performance-enhancing mechanisms for employee participation should be permitted to develop In the context of corporate governance, performance enhancing mechanisms for participation may benefit companies directly as well as indirectly through the readiness by employees to invest in firm specific skills

Firm specific skills are those skills/competencies that are related to production technology and/or organizational aspects that are unique to a firm

Examples of mechanisms for employee participation include: employee representation on boards; and governance processes such as works councils that consider employee viewpoints in certain key decisions With respect to performance enhancing mechanisms, employee stock ownership plans or other profit sharing mechanisms are to be found in many countries

Yes The Company’s policy on the health, safety and welfare of its employees is disclosed

PUBLIC DISCLOSURES:

1 PLDT WEBSITE Our Stakeholders >”Employees“

- Employee Health, Safety and Welfare

- General Practice on Stakeholder Engagement

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, re

employees’ safety, health and welfare, p 52 PDF

3 2013ANNUAL REPORT,“Employees”, p 46 PDF

C.3.2 Does the company publish relevant information

relating to health, safety and welfare of its

employees?

Yes Relevant information relating to health, safety and welfare of its employees is published by the Company

PUBLIC DISCLOSURES:

1 PLDT WEBSITE Our Stakeholders>”Employees”

- Employee Health, Safety and Welfare

employees’ safety, health and welfare, p 52 PDF

C.3.3 Does the company have training and development

programmes for its employees?

Yes The Company has training and development programs for its employees

PUBLIC DISCLOSURES:

- Employee Training and Development

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, re training

and development programs for employees, p 17, 52 PDF PDF

Trang 28

C.3.4 Does the company publish relevant information on

training and development programmes for its

employees?

Yes Relevant information on training and development program for its employees is published by the Company

PUBLIC DISCLOSURES:

1 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, re training

and development programs for employees,p 17, 52 PDF PDF

- Employee Training and Development

C.3.5 Does the company have a reward/compensation

policy that accounts for the performance of the

company beyond short-term financial measures?

Yes The Company has a compensation policy that accounts for the Company’s performance beyond short-term financial measures

- 2013 ANNUAL REPORT ON 17-A, p 120 PDF

C.4 Stakeholders including individual employee and their representative bodies, should be able to freely

communicate their concerns about illegal or unethical practices to the board and their rights should not be

compromised for doing this

C.4.1 Does the company have procedures for complaints

by employees concerning illegal (including

corruption) and unethical behaviour?

OECD Principle IV (E)

Stakeholders, including individual employees and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this

Yes The Company has procedures for receiving and handling complaints from employees concerning illegal and unethical behavior

PUBLIC DISCLOSURES:

procedures for handling complaints, pp 53-54 PDF

2 PLDT WEBSITE

- Policies, Processes & Practices>”Expanded Whistleblowing Policy”

- Resources for Personnel>”Expanded Whistleblowing Policy”

Trang 29

C.4.2 Does the company have a policy or procedures to

protect an employee/person who reveals

illegal/unethical behavior from retaliation?

Yes The Company has a policy and procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation

PUBLIC DISCLOSURES:

protection from retaliation, Secs.B.1(i) and H.4, pp 22, 53-54

PDF PDF

2 PLDT WEBSITE

Policies, Processes & Practices>”Expanded Whistleblowing Policy”

“Whistleblowing Complaints”, pp 41 and 42 PDF PDF

Trang 30

PART D DISCLOSURE AND TRANSPARENCY

D.1 Transparent ownership structure

D.1.1 Does the information on shareholdings reveal the

identity of beneficial owners, holding 5%

shareholding or more?

OECD Principle V

Disclosure and Transparency (A) Disclosure should

include, but not limited to, material information on:

(3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, and beneficial ownership

ICGN 7.6 Disclosure of ownership

the disclosure should include a description of the relationship of the company to other companies in the corporate group, data on major shareholders and any other information necessary for a proper understanding of the company's relationship with its public shareholders

Yes Disclosures on shareholdings reveal the identity of beneficial owners

PUBLIC DISCLOSURES:

Structure

- UPDATES FOR 2014, pp 11-13 PDF

- CONSOLIDATED UPDATES FOR 2013, pp 54-55 PDF PDF

2 ANNUAL REPORT FOR 2013

- 2013 ANNUAL REPORT ON 17-A , pp 114-115 PDF

- 2013 ANNUAL REPORT ON 20-F, pp 127-128 PDF

3 PLDT WEBSITE

- Investor Relations>Top 100 Stockholders

- Investor Relations>Beneficial Ownership

- Investor Relations>Shareholder Information>Shareholding Structure/Ownership Structure

D.1.2 Does the company disclose the direct and indirect

(deemed) shareholdings of major and/or substantial

- CONSOLIDATED UPDATES FOR 2013, pp 54-55 PDF PDF

- 2013 ANNUAL REPORT ON 17-A, pp 114 -115 PDF

- 2013 ANNUAL REPORT ON 20-F, pp 127-128 PDF

3 PLDT WEBSITE

- Investor Relations>Top 100 Stockholders

- Investor Relations>Shareholder Information>Shareholding Structure/Ownership Structure

Trang 31

(deemed) shareholdings of directors

- CONSOLIDATED UPDATES FOR 2013, pp 9-10, 54-55 PDF PDF

- 2013 ANNUAL REPORT ON 17-A, pp 40, 116-117 PDF PDF

3 PLDT WEBSITE Investor Relations>Top 100 Stockholders

- Shareholding Structure/Ownership Structure

(deemed) shareholdings of senior management?

Yes Direct and indirect shareholdings of senior management are disclosed

PUBLIC DISCLOSURES:

1 ANNUAL CGREPORT,Ownership Structure

- UPDATES FOR 2014, pp 2-3, 11-13 PDF PDF

- CONSOLIDATED UPDATES FOR 2013, pp 9-10, 54-55 PDF PDF

- 2013 ANNUAL REPORT ON 17-A, pp 40, 116-117 PDF PDF

3 PLDT WEBSITE Investor Relations>Top 100 Stockholders

- Shareholding Structure/Ownership Structure

D.1.5 Does the company disclose details of the

parent/holding company, subsidiaries, associates,

joint ventures and special purpose enterprises/

vehicles (SPEs)/ (SPVs)?

Yes Details of the parent/holding company, subsidiaries, associates, joint ventures and any special purpose enterprises/vehicles are disclosed

PUBLIC DISCLOSURES:

- 2013 ANNUAL REPORT ON 17-A, pp S-14-15, 6-10, 40, 116-117 PDF PDF PDF PDF

- 2013 ANNUAL REPORT ON 20-F, “Organization”, pp 28-29, 120 127-128 PDF PDF PDF

- 2013 ANNUAL REPORT, pp 113-115

Trang 32

(cont.)

2 PLDT WEBSITE About Us>PLDT’s Business>PLDT Group Corporate Structure (See also Items D.8.4 and D.8)

D.2 Quality of Annual Report

Does the company's annual report disclose the

following items:

D.2.1 Key risks OECD Principle V (A)

(1) The financial and operating results of the company; (2) Company objectives, including ethics, environment, and other public policy commitments;

(3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, beneficial ownership; (4) Remuneration policy for members of the board and key executives, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board; (6) Foreseeable risk factors, including risk management system; (7) Issues regarding employees and other stakeholders; (8) Governance structure and policies, in particular, the content of any corporate governance code or policy and the process

by which it is implemented

OECD Principle V (E)

Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users

ICGN 2.4 Composition and structure of the board ICGN 2.4.1 Skills and experience

ICGN 2.4.3 Independence ICGN 5.0 Remuneration ICGN 5.4 Transparency

Yes Key risks are disclosed in the Annual Reports

updates are required under SEC Memorandum Circulars No.5,

Series of 2013, and Nos 1 and 12, Series of 2014.)

D.2.2 Corporate objectives Yes Corporate objectives are disclosed in the Annual Reports

PUBLIC DISCLOSURES:

1 ANNUAL REPORTS FOR 2013, re corporate objectives

- 2013 ANNUAL REPORT

Plans and Prospects p 92 PDF

A Letter from the President and CEO pp 8-11 PDF

- 2013 ANNUAL REPORT ON 17-A REPORT, pp 1-11 PDF Plans and Prospects, 80-81 PDF

- 2013 ANNUAL REPORT ON 20-F

Business Overview, pp 26-28 PDF Strategy, p 34 PDF

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, re Annual Report,Sec I.2, pp 55 PDF

Trang 33

D.2.3 Financial performance indicators (cont.)

UK Corporate Governance Code (2010)

A.1.2 - the number of meetings of the board and those committees and individual attendance by directors

CLSA-ACGA (2010) CG Watch 2010 - Appendix 2

(I) CG rules and practices (19) Disclose the exact remuneration of individual directors

Yes Financial performance indicators are disclosed in the Annual Reports

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, re Annual Report,Sec I.2, pp 55 PDF

D.2.4 Non-financial performance indicators Yes Non-financial performance indicators are disclosed in the Annual

Reports

PUBLIC DISCLOSURES:

indicators

- 2013ANNUAL REPORT, PLDT Group Corporate Milestones, PLDT

Group CSR Report, Corporate Governance Report, Enterprise Risk Management, pp.13 -23, 24-29, 30-46, 47

PDF PDF PDF PDF

- 2013ANNUAL REPORT ON 17-A, Infrastructure, Competition,

Competitive Strengths, , Compliance with Environmental Laws, Employees and Labor Relations, Corporate Governance, pp 22-

25, 30-32, 32-33, 34, 34-36, 199 PDF PDF PDF PDF PDF PDF

- 2013ANNUAL REPORT ON 20-F, Strengths and Strategy,

Infrastructure, Competition, Environmental Matters, Employees and Labor Relations, Corporate Governance, pp 33-34, 45-48,

53-55, 55, 125, 158-159 PDF PDF PDF PDF PDF PDF

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, re Annual Report, Sec I.2, pp 55 PDF

Trang 34

D.2.5 Dividend policy Yes The Company’s dividend policy is disclosed in the Annual

Reports

PUBLIC DISCLOSURES:

1 ANNUAL REPORTS FOR 2013,re Dividend Policy

- 2013 ANNUAL REPORT, Investors/Shareholders, pp.45 and 100

D.2.6 Details of whistle-blowing policy Yes Details of the Company’s whistleblowing policy are disclosed in

the Annual Reports

D.2.7 Biographical details (at least age, qualifications, date

of first appointment, relevant experience, and any

other directorships of listed companies) of

- 2013 ANNUAL REPORT ON 17-A, pp 102-105 PDF

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, Sec I.2, pp 55

PDF

Trang 35

D.2.8 Training and/or continuing education programme

attended by each director/commissioner

Yes Training and continuing education programs attended by the Company’s directors, as well as its senior management and

employees, are disclosed in the Annual Reports

- UPDATES FOR 2014, Sec A.6, pp 4-5 PDF

- CONSOLIDATED UPDATES FOR 2013, Secs A.6, I.2, pp 16-18, 55 PDF PDF

D.2.9 Number of board of directors/commissioners

meetings held during the year

Yes The number of Board meetings held during the year is disclosed

in the Annual Reports

PUBLIC DISCLOSURES:

1 2013ANNUAL REPORT, “Board Responsibilities”, p 33 PDF

- UPDATES FOR 2014, Sec C.2, pp 5-6 PDF

- CONSOLIDATED UPDATES FOR 2013, Sec C.2, I.2, pp 26-27, 55 PDF PDF

D.2.10 Attendance details of each director/commissioner in

respect of meetings held

Yes The number of Board meetings and the attendance of directors

are disclosed in the Annual Reports

PUBLIC DISCLOSURES:

1 2013ANNUAL REPORT, “Board Responsibilities”, p 33 PDF

- UPDATES FOR 2014, Sec C.2, pp 5-6 PDF

- CONSOLIDATED UPDATES FOR 2013, Sec C.2, I.2, pp 26-27, 55 PDF

Trang 36

D.2.11 Details of remuneration of each member of the

board of directors/commissioners

Yes Details of the remuneration of each member of the Board of

Directors, as such, are disclosed in the Annual Reports

PUBLIC DISCLOSURES:

- 2013 ANNUAL REPORT, pp 32 (per diems for each meeting), 33, 35-38 PDF PDF PDF

- 2013 ANNUAL REPORT ON 20-F, “Compensation of Key

Management Personnel”, pp 119, 154 PDF PDF

- 2013 ANNUAL REPORT ON 17-A, “Executive Compensation”, p 113

PDF

“Remuneration Matters”, Sec D.2, p 31 PDF

Corporate Governance Confirmation Statement

D.2.12 Does the Annual Report contain a statement

confirming the company's full compliance with the

code of corporate governance and where there is

non-compliance, identify and explain reasons for

each such issue?

OECD PRINCIPLE V (A) (8)

UK CODE (JUNE 2010): Listing Rules

9.8.6 R (for UK incorporated companies) and 9.8.7 R (for overseas incorporated companies) state that in the case of a company that has a Premium listing of equity shares, the following items must be included

in its Annual Report and accounts: a statement of how the listed company has applied the Main Princi-ples set out in the UK CG Code, in a manner that would enable shareholders to evaluate how the prin-ciples have been applied; a statement as to whether the listed company has complied throughout the accounting period with all relevant provisions set out

in the UK CG Code; or not complied throughout the accounting period with all relevant provisions set out

in the UK CG Code, and if so, setting out: (i) those provisions, if any, it has not complied with; (ii) in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions;

Yes The Annual Report contains a statement confirming the Company’s compliance with its Manual on Corporate which contains relevant provisions of the Revised Code of Corporate Governance of the Philippine Securities and Exchange

Commission and certain corporate governance standards under

the US Securities Exchange Act and New York Stock Exchange Company Manual

PUBLIC DISCLOSURE:

1 ANNUAL REPORT 2013, “Monitoring and Evaluation”, p 44 PDF

Trang 37

D.3 Disclosure of related party transactions (RPT)

D.3.1 Does the company disclose its policy covering the

review and approval of material/significant RPTs?

OECD Principle V: Disclosure and Transparency

(A) Disclosure should include, but not limited to, material information on:

(5) Related party transactions

ICGN 2.11.1 Related party transactions

The company should disclose details of all material related party transactions in its Annual Report

Yes The Company’s policy regarding the review and approval of

material/significant RPTs is disclosed: Guidelines on the Proper Handling of Related Party Transactions

PUBLIC DISCLOSURES:

1 2013ANNUAL REPORT, pp 41-42 PDF

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, “Related

Party Transactions”, Sec B.4, p 22 PDF

3 PLDT WEBSITE Policies, Processes and Practices>”Guidelines on the

D.3.2 Does the company disclose the name of the related

party and relationship for each material/significant

- 2013 ANNUAL REPORT ON 17-A, pp.118-119, F-104- F-111 PDF PDF

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, “Disclosure

of RPT”, Sec I.7, p 57-58 See also Sec B.4 pp 22-25

Trang 38

D.3.3 Does the company disclose the nature and value for

D.4 Directors and commissioners dealings in shares of

the company

D.4.1 Does the company disclose trading in the company's

shares by insiders?

OECD Principle V (A)

(3) Major share ownership and voting rights

ICGN 3.5 Employee share dealing

Companies should have clear rules regarding any trading by directors and employees in the company's own securities

ICGN 5.5 Share ownership

Every company should have and disclose a policy concerning ownership of shares of the company by senior managers and executive directors with the objective of aligning the interests of these key executives with those of shareholders

Yes Trading in Company’s shares by insiders is disclosed

PUBLIC DISCLOSURES:

1 PLDT Website Investor Relations>Shareholder Information> Beneficial Ownership (including the Disclosures on Transactions of Directors and Principal Officers in the Issuer’s Securities pursuant to Sec 31 of the PSE Revised Disclosure Rules)

- Policies, Processes and Practices>“Restriction on Trading of Shares”

2 Disclosures to the Philippine Stock Exchange (PSE) re: Changes in

Shareholdings of Directors and Principal Officers and Statement

of Changes in Beneficial Ownership of Securities

See →http://edge.pse.com.ph>Listed Company Directory> Philippine Long Distance Telephone Company> TEL> Corporate Disclosures

Trang 39

D.5 External auditor and Auditor Report

D.5.1 Are audit fees disclosed? OECD Principle V (C):

An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external and objective assurance

to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects

OECD Principle V (D):

External auditors should be accountable to the shareholders and owe a duty to the company to exercise due professional care in the conduct of the audit

ICGN 6.5 Ethical standards (Audit)

The auditors should observe high-quality auditing and ethical standards To limit the possible risk of possible conflicts of interest, non-audit services and fees paid to auditors for non-audit services should

be both approved in advance by the audit committee and disclosed in the Annual Report

Yes Audit fees are disclosed

PUBLIC DISCLOSURES:

1 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, “External Auditor's Fee”, Sec I.3, p 56 PDF

- 2013 ANNUAL REPORT, pp 101-103, “Independent Auditor's Fees

Where the same audit firm is engaged for both audit

and non-audit services

D.5.2 Are the non-audit fees disclosed? Yes Non-audit fees are disclosed

PUBLIC DISCLOSURES:

Trang 40

D.5.3 Does the non-audit fees exceed the audit fees? No Non-audit fees do not exceed the audit fees

PUBLIC DISCLOSURES:

Does the company use the following modes of communication?

D.6.1 Quarterly reporting OECD Principle V (E):

Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users

ICGN 7.1 Transparent and open communication

Every company should aspire to transparent and open communication about its aims, its challenges, its achievements and its failures

ICGN 7.2 Timely disclosure

Companies should disclose relevant and material information concerning themselves on a timely basis, in particular meeting market guidelines where they exist, so as to allow investors to make informed decisions about the acquisition, ownership obligations and rights, and sales of shares

Yes The Company discloses quarterly reports

See→http://edge.pse.com.ph>Listed Company Directory>

Philippine Long Distance Telephone Company>TEL> Corporate Disclosures

3 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, re: Quarterly

Reports, Sec I.4, p 56 PDF

D.6.2 Company website Yes The Company website is used as a mode of communication

PUBLIC DISCLOSURES:

2 ANNUAL CGREPORT CONSOLIDATED UPDATES FOR 2013, “Company Website”, Sec I.4 & I.6, pp 56-57

Định dạng
Số trang	92
Dung lượng	2,54 MB