ENTERPRISE RISK MANAGEMENT
Manila Electric
Railroad and
Light Company
EMITERIO, DANIELLA MAYE C.
MANLUPIG, JAN RACHEL
MARIMON, ALEA JOY
PASTOR, MARITONI ANGELI
ROXAS, MARIA THERESA P.
Table of Content
Risk Management
Approach
Board of Directors
Charter
Risk Management
Philisophy
Policy on Disclosure &
Transparency
Table of Organization
Policy in
Whistleblowers
Roles and
Responsibilities
Policy on Related
Party Transactions
Vision, Missions, and
Core Values
Internal Control
Mechanism
Page 2
Risk Management Approach
Key enterprise risks of One Meralco as at December 31, 2021, with all three
categories rated “Very High” in terms of both likelihood and impact.
Regulatory Issuances Risk
Refers to the probability that new (or proposed changes to existing)
rules, laws, resolutions, and policies will affect One Meralco.
Regulatory Decisions Risk
One Meralco may be negatively affected by the decision(s) of a court or
regulatory body on matters that entail regulatory problems
Investment Risk
Refers to the risk that the company faces because of what its
investments do, how technically and economically feasible their
projects or businesses are, how competitive they are, and whether or
not they can stay in business overall.
Page 3
STRUCTURE
Page 4
Process
Follows the ISO 31000
Culture
The “Be Right” Communication Policy
Page 5
Governance Structure
List of Directors
Manuel V. Pangilinan
​Lance Y. Gokongwei
Ray C. Espinosa
Frederick D. Go
James L. Go
Anabelle Lim Chua
Jose Ma. K. Lim
Victorico P. Vargas
Lydia B. Echauz
Artemio V. Panganiban
Pedro O. Roxas
Page 6
Ray C. Espinosa
President and Chief Executive Officer
Simeon Ken R. Ferrer
Corporate Secretary
Betty C. Siy-Yap
SVP and Chief Finance Officer
Edgardo V. Carasig
FVP and Head, Human Resources and Corporate
Services
Melanie T. Oteyza
FVP and Chief Audit Executive
Ross Raymon B. Ravelo
FVP and Chief Sustainability Officer
Franciz Euston R. Acero
VP and Head, Data Privacy Officer
Ricardo Carmelo D. Buenafe
VP and Head, Regulatory and Risk Compliance
Ricardo O. Ochava
VP and Chief Operating Officer, MIESCOR
Charina P. Padua
VP and Head, Commercial Operations
Jeffrey O. Tarayao
VP and Chief Corporate Social Responsibility Officer
Maria Zarah R. VillanuevaCastro
VP and Head, Corporate Legal Services
Board - names &
qualifications
The Board of Directors
The Board Diversity Policy
Factors taken into account
Nomination and Election Policy
Qualifications of Directors:
Every director shall own at least one (1) share of
the capital stock of the Company
Possesses the skills needed to effectively carry
out his functions as director;
b. Possesses integrity/probity;
c. Has strong adherence to legal and moral
principles and d. Have a practical understanding
of business in general and of the business of the
Company, in particular.
Page 7
Board Risk Oversight committee
(BROC)
Page 4
Management
Primarily accountable to the Board of Directors
Represented by a Management Committee (ManCom) composed of the corporate officers
and executives headed by the President and CEO
Responsible for Meralco’s successful implementation of the corporate strategy and
direction
Exercises control over organization’s processes and effective execution of corporate
strategies
Page 9
Chief Risk Officers
According to the Governance Structure,
there is only a Risk and Regulatory
Compliance Head, Mr. Ricardo Carmelo D.
Buenafe. Mr. Buenafe is the business
executive entrusted for identifying and
reducing substantial financial, legal, and
technical risks to an organization. Chief
risk management officer and risk
management officer are two more titles
for the role.
Page 11
ERM Department
Roles and Responsibilities of Enterprise Wide Risk Management (EWRM) Office
1. Accountable for managing and coordinating with the Business Risk Owners/Representatives of Meralco;
2. Works with the MRMSC in planning, deploying and monitoring risk management activities;
3. Monitors and reports progress of work to the MRMSC;
4. Ensures ERM objectives are met;
5. Ensures quarterly reports are received from Business Risk Owners, consolidated and reported to the MRMSC and/or the
Audit & Risk Committee on a regular basis;
6. Ensure risk assessment exercises are conducted with results reported to the MRMSC atleast on an annual basis; and
7. Prepares and finalizes all annual ERM reports and materials for presentation to the Board subject to the review and approval
of the CRO.
Page 9
Role of the Internal Audit
Meralco Internal Audit (IA) adopts a risk-based audit approach in
formulating the annual audit plan and strategy that align to the key
strategies and risks across the Group’s business and are reassessed
quarterly to consider business changes and emerging risks.
The plans are reviewed and approved by the Audit Committee (AC).
Assurance and Control Advisory Reviews
Design and Operating Effectiveness of Controls
Meralco IA communicates the results of audit engagements covering
various units of the Company
reviewed by AC which then are reported to the Board for guidance
and oversight.
Meralco’s Internal Audit (IA) is headed by the Chief Audit Executive
and First Vice President, Ms. Melanie T. Oteyza
All internal auditors are members of the Institute of Internal Auditors
(IIA) and adopts the International Standards for the Professional
Practice of Internal Auditing laid down in the International
Professional Practices Framework.
Page 13
Risk
Owners
For each of the major enterprise risks,
Executive Management designates a Risk
Owner who is in charge of further investigation
and oversight of the assigned risks. They must
also choose the proper risk response
techniques and action plans, and put them into
practice. As stated before there is only a Risk
and Regulatory Compliance Head which is Mr.
Ricardo Carmelo D. Buenafe.
Page 5
MERALCO’s Vision,
Mission and Core Values
Vision
To be a world-class
energy solutions
provider, powering our
nation and empowering
our people today and for
generations to come.
Mission
To provide our customers
the best value energy
solutions—reliably,
affordably, superbly, and
sustainably.
Values
EXCELLENCE,
CUSTOMER CENTRICITY,
SUSTAINABILITY,
INTEGRITY, INNOVATION,
MALASAKIT, BAYANIHAN
Page 6
Board of Directors
Charter
Page 11
I.
Composition
II. Board Diversity
III. Multiple Board Seats
IV. Qualifications of Directors
V. Disqualification of a Director
a. Permanent disqualification
b. Temporary disqualification
VI. Nomination and Election
VII. Duties and Responsibilities of the Board
a. General Responsibility
b. Specific Duties and Functions
VIII. Chairman of the Board
IX. Duties and Responsibilities of a Director
X. Board Assessment
XI. Orientation and Continuing Education
XII. Compensation of Directors
XIII. Board Committees
XIV. Board Meetings
XV. Amendment
Reviewed by:
Sgd. Pedro E. Roxas
Chairman, Nomination and Governance Committee
Approved by:
Sgd. Manuel V. Pangilinan
Chairman of the Board
Disclosure & Transparency
Company Disclosure Policies and Procedures
The Board shall establish corporate disclosure policies and
procedures
The company shall have a policy requiring all directors and
officers to disclose/report
The company shall fully disclose all relevant and material
information
The company shall provide a clear disclosure of its policies
and procedure
The company shall disclose its policies governing Related
Party Transactions (RPTs)
The Board shall have a clear and focused policy on the
disclosure of non-financial information
The company shall adopt a globally recognized
standard/framework in reporting sustainability and nonfinancial issues.
Page 3
E-Report Mo
(Whistleblowing Policy)
Encourages the reporting of any violation of corporate governance
rules or policies, questionable accounting or auditing matters, and other
malfeasance.
E-Report Mo procedures were developed to maintain confidentiality
and fairness in the handling of reports.
Through E-Report Mo, the Company provides appropriate protection
from retaliation.
Page 8
Policy on
Related Party
Transactions
Related Party Transactions (RPT) Policy
The RPT Committee and Review Team
SEC Memorandum Circular No. 10 Series
of 2019
Page 10
Thank You!
We'd love to hear your question or
clarifications.
January 2023