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 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 [...]... 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 ITEM ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT CORPORATE GOVERNANCE STANDARD PART B Do the company's... 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 ITEM B.2.5 ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT CORPORATE GOVERNANCE STANDARD Has an explanation of the dividend policy been provided?... 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 ITEM ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT CORPORATE GOVERNANCE STANDARD GUIDING REFERENCE... p 269 PDF PLDT ITEM ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT CORPORATE GOVERNANCE STANDARD C.3 C.3.1 Does the company explicitly disclose the health, safety, and welfare policy for its employees? GUIDING REFERENCE RESPONSE OECD Principle IV (C) Performance-enhancing mechanisms for employee participation should be permitted to develop In the context of corporate governance, performance... pp 113-115 PDF PLDT ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT ITEM CORPORATE GOVERNANCE STANDARD GUIDING REFERENCE RESPONSE PUBLIC DISCLOSURES (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 D.2.2 Key risks Corporate objectives... Strategy, p 34 PDF 2 ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re Annual Report, Sec I.2, pp 55 PDF PLDT ITEM D.2.3 ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT CORPORATE GOVERNANCE STANDARD Financial performance indicators GUIDING REFERENCE (cont.) UK Corporate Governance Code (2010) A.1.2 - the number of meetings of the board and those committees and individual attendance by directors... 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 CG REPORT CONSOLIDATED UPDATES FOR 2013, re Annual Report, Sec I.2, pp 55 PDF PLDT ITEM D.2.5 ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT CORPORATE GOVERNANCE STANDARD Dividend policy GUIDING REFERENCE RESPONSE Yes PUBLIC... 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 ITEM ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT CORPORATE GOVERNANCE STANDARD B.2 B.2.1 Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several... 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 ITEM ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT CORPORATE GOVERNANCE STANDARD GUIDING REFERENCE RESPONSE PUBLIC DISCLOSURES Does the notice of AGM/circulars have the following... ANNUAL REPORT, “Board Responsibilities”, p 33 PDF 2 ANNUAL CG REPORT, “Board Meetings and Attendance” - UPDATES FOR 2014, Sec C.2, pp 5-6 PDF - CONSOLIDATED UPDATES FOR 2013, Sec C.2, I.2, pp 26-27, 55 PDF PLDT ITEM D.2.11 ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT CORPORATE GOVERNANCE STANDARD GUIDING REFERENCE PUBLIC DISCLOSURES Yes Details of remuneration of each member of the board . 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. 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. 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