Corporate Governance in Piltel
As a member of the PLDT Group, Piltel is dedicated to conducting business in accordance with the highest standards of ethics in support of the Group’s corporate governance principles.
The foundation for Piltel’s approach to corporate governance are laid out in its Manual on Corporate Governance (Manual) which was approved by the Board of Directors on November 4, 2002. Piltel has a Corporate Governance Compliance Officer whose duties include, among others, the monitoring of compliance by the Company, its directors, officers and employees with the Manual as well as their adherence to sound corporate governance principles and best practices.
Download the Piltel Manual on Corporate Governance (in PDF)
Code of Business Conduct and Ethics
Consistent with its avowed principles and core value of accountability, integrity, fairness and transparency, Piltel has also a Code of Business Conduct and Ethics (Code) that sets forth Piltel’s business principles and values which guide and govern all business relationships of Piltel, its directors, officers and employees, including their decisions and actions, when performing their respective duties and responsibilities. The Code was approved by the Board of Directors on August 3, 2005.
Download Piltel's Code of Business Conduct and Ethics (in PDF)
Supplementary Policies
Supplementing the Code, Piltel’s Board of Directors likewise approved and adopted on December 11, 2006, a Conflict of Interest Policy, a Policy on Gifts, Entertainment and Sponsored Travel and the Expanded Whistleblowing Policy (Policy on Handling of Employee Disclosures and Complaints Regarding Violations of the Corporate Governance Rules, Questionable Accounting or Auditing Matters, and Offenses Covered by the Company’s Code of Discipline). On January 29, 2007, Piltel’s Board of Directors also approved and adopted a Supplier/Contractor Relations Policy. All these corporate governance policies form the cornerstone of the relationship between Piltel, its directors, officers, employees, as well as its business partners. Any violation will result in appropriate sanction.
Download the Conflict of Interest Policy (in PDF)
Download the Policy on Gifts, Entertainment, and Sponsored Travel Policy (in PDF)
Download the Expanded Whistleblowing Policy (in PDF)
Download the Supplier/ Contractor Relations Policy (in PDF)
Audit Committee
In addition to having three (3) independent directors who provide objective and independent opinion in its eleven-man Board, Piltel has in place a three-man Audit Committee, chaired by an independent director. The second member of the Committee is also an independent director. The Committee meets at least quarterly to review the financial highlights and operations of the company. Parenthetically, Piltel has outsourced to its parent company, Smart Communications, Inc. (Smart), various services including the internal audit function. Smart, on the other hand, as a material subsidiary of the Philippine Long Distance Telephone Company (PLDT), has in place and adheres to similar corporate governance codes, policies and standards that both Piltel and PLDT subscribe to as publicly-listed companies.
View the Charter of Audit Committe (in PDF)
Nomination Committee
Piltel has also in place a three-man Nomination Committee, chaired by an independent director. The Committee meets annually to pre-screen and review the qualifications of the nominees to Piltel’s Board of Directors as nominated by various shareholder groups, as well as the qualifications of the company’s key officers.
View the Charter of Nomination Committee (in PDF)
Participation in the Corporate Governance Scorecard
Piltel participated in “The 2007 Corporate Governance Scorecard for Publicly-listed Companies” which measures or determines the level of compliance by the Company, its directors, officers and employees with the provisions of the Manual, the Code and other laws, rules and regulations regarding corporate governance. This Scorecard (which replaced the CG-SRF disclosure requirement) is a project of the Institute of Corporate Directors, in collaboration with the Securities and Exchange Commission and Philippine Stock Exchange, Inc.
In compliance with SEC Memorandum Circular No. 2, Series of 2007, dated August 29, 2007, the Corporate Governance Compliance Officer submitted to the Securities and Exchange Commission (SEC) on September 28, 2007 the Company’s 2007 Corporate Governance Scorecard for Publicly-listed Companies.
The Company’s Corporate Governance Compliance Officer further submitted the certification on compliance with its corporate governance Manual pertaining to the year 2007 to the SEC and the PSE on January 30, 2008, confirming that Piltel has complied with the leading practices and principles on good corporate governance as set forth in the Manual.
For more information please click on the links below:
PLDT Corporate Governance (please click on navigation link at the homepage)
Smart Corporate Governance