PLDT Asean Corporate Governance Scorecard 2014

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

PLDTs 2013 Annual Report LEVEL 2
BONUS
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) OECD Principle II: The Rights of Shareholders and Key Yes The Company pays dividends in an equitable and timely manner.
dividends in an equitable and timely manner; that is, Ownership Functions All holders of the same class of shares are treated equally in the
all shareholders are treated equally and paid within (A) Basic shareholder rights should include the right payment of dividends and payment is made within 30 days.
30 days after being (i) declared for interim dividends to, amongst others: (6) share in the profits of the PLDTs adherence to the OECD Principle II, the Guiding Reference
and (ii) approved by shareholders at general corporation. cited, is reflected in the recognition it received in 2013 for having
meetings for final dividends? 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.
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 Yes This is required under Philippine law and affirmed in the
(B) Shareholders should have the right to participate Companys policies and disclosures.
in, and to be sufficiently informed on, decisions PUBLIC DISCLOSURES:
concerning fundamental corporate changes such as: 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Rights of
(1) amendments to the statutes, or articles of Stockholders, Sec. J.1.d.8.a, pp. 61-62 PDF
incorporation or similar governing documents of the 2. ARTICLES OF INCORPORATION, Article VII.B.3, p.10 PDF
company. 3. 2014 AGM NOTICE, AGENDA AND INFORMATION STATEMENT, re
amendment of AOI, pp. 23 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) Yes This is required under Philippine law and affirmed in the
(2) the authorisation of additional shares. Companys 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 OECD Principle II (B) Yes This is required under Philippine law and affirmed in the
effect results in the sale of the company? (3) extraordinary transactions, including the transfer Companys policies and disclosures.
of all or substantially all assets, that in effect result in PUBLIC DISCLOSURES:
the sale of the company. 1. ANNUAL CG REPORT 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;
and PLDT WEBSITE Our Stakeholders
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 OECD Principle II (C) Yes This is required under Philippine law and affirmed in the
an agenda item, to approve remuneration (fees, (3) Effective shareholder participation in key Companys policies and disclosures. The law requires
allowances, benefit-in-kind and other emoluments) corporate governance decisions, such as the compensation to directors, as such, to be approved by a
or any increases in remuneration for the non- nomination and election of board members, should shareholders' vote, except for reasonable per diems.
executive directors/commissioners? be facilitated. Shareholders should be able to make PUBLIC DISCLOSURES:
their views known on the remuneration policy for 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
board members and key executives. The equity Remuneration Matters, Sec. D.2, p. 31 PDF
component of compensation schemes for board 2. MANUAL ON CORPORATE GOVERNANCE, Sec. 2.1.7, p. 8 PDF
members and employees should be subject to
A.3.2 Does the company provide non-controlling shareholder approval. Yes Non-controlling shareholders can nominate candidates for the
shareholders a right to nominate candidates for Board of Directors.
board of directors/commissioners? 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 Yes Shareholders are allowed to elect the directors individually.
directors/commissioners 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
5. PLDT WEBSITE Our Stakeholders
A.3.4 Does the company disclose the voting and vote OECD Principle II (C) Yes Voting and vote tabulation procedures used are disclosed before
tabulation procedures used, declaring both before Shareholders should have the opportunity to the meeting.
the meeting proceeds? participate effectively and vote in general 1. AGM MINUTES, re voting and voting tabulation procedures
shareholder meetings and should be informed of the - FOR THE 2014 AGM, Item 2, pp. 1-3 PDF PDF
rules, including voting procedures, that govern - FOR THE 2013 AGM, Item 2, pp. 1-3 PDF PDF
general shareholder meetings. 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
A.3.5 Do the minutes of the most recent AGM record that OECD Principle II (C) Yes Shareholders were given the opportunity to ask questions or
there was an opportunity allowing for shareholders (2) Shareholders should have the opportunity to ask raise issues as recorded in the minutes of the most recent AGM.
to ask questions or raise issues? questions to the board, including questions relating PUBLIC DISCLOSURES:
to the annual external audit, to place items on the 1. AGM MINUTES, re shareholders questions
agenda of general meetings, and to propose - FOR THE 2014 AGM, Items 27, pp. 1-12 PDF PDF PDF PDF PDF
resolutions, subject to reasonable limitations. - FOR THE 2013 AGM, Items 27, 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 Yes Minutes of the most recent AGM record the questions and
questions and answers? 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 36, 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
A.3.7 Does the disclosure of the outcome of the most Yes Disclosures of the results of the most recent AGM include
recent AGM include resolution(s)? 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. 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 Yes Voting results are disclosed, including the approving, dissenting,
including approving, dissenting, and abstaining votes and abstaining votes for each agenda item for the most recent
for each agenda item for the most recent AGM? 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. 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.3.9 Does the company disclose the list of board OECD Principle II (C); and Yes Attendance of board members in the most recent AGM is
members who attended the most recent AGM? ICGN 2.4.2 disclosed.
All directors need to be able to allocate sufficient PUBLIC DISCLOSURES:
time to the board to perform their responsibilities 1. AGM MINUTES, re attendance of Board members
effectively, including allowing some leeway for - FOR THE 2014 AGM, Item 2, footnote 1, p. 1 PDF
occasions when greater than usual time demands - FOR THE 2013 AGM, Item 2, footnote 1, p. 1 PDF
are made. 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/ Yes The Chairman of the Board of Directors attended the most
commissioners attend the most recent AGM? recent AGM.
PUBLIC DISCLOSURES:
1. AGM MINUTES, re attendance of the Chairman
- FOR THE 2014 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
A.3.11 Did the CEO/Managing Director/President attend Yes The President & CEO attended the most recent AGM.
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 CG REPORT
- CONSOLIDATED UPDATES FOR 2013, Sec. J.1.f(i) , pp. 63-64 PDF
A.3.12 Did the chairman of the Audit Committee attend the Yes The Audit Committee Chairman attended the most recent AGM.
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 CG REPORT
A.3.13 Did the company organise their most recent AGM in OECD Principle II (C) Yes The venue of the most recent AGM is an easy-to-reach location.
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
A.3.14 Does the company allow for voting in absentia? OECD Principle II (C) Yes Voting in absentia is allowed via proxy instrument containing
(4) Shareholders should be able to vote in person or voting instructions.
in absentia, and equal effect should be given to PUBLIC DISCLOSURES:
votes whether cast in person or in absentia. 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
4. AGM MINUTES
- FOR THE 2013 AGM, Item 2, p. 2 PDF
A.3.15 Did the company vote by poll (as opposed to by OECD Principle II (C) Yes Shareholders voted by poll for all resolutions at the most recent
show of hands) for all resolutions at the most recent AGM.
AGM? PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
item 4voting 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 Yes The appointment of an independent party to count and/or
independent party (scrutineers/inspectors) to count validate the votes at the AGM is disclosed.
and/or validate the votes at the AGM? 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
- For the 2013 AGM, pp. 34 PDF
A.3.17 Does the company make publicly available by the OECD Principle II (C) Yes Voting results in the most recent AGM for all resolutions was
next working day the result of the votes taken (1) Shareholders should be furnished with sufficient made publicly available on the same day that the AGM was held.
during the most recent AGM for all resolutions? and timely information concerning the date, location PUBLIC DISCLOSURES:
and agenda of general meetings, as well as full and 1. PLDT WEBSITE Latest Shareholder News
timely information regarding the issues to be
decided at the meeting. 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 Yes Notice of at least 21 days is provided for all resolutions.
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 Yes Rationale and explanation were provided in the AGM Notice and
explanation for each agenda item which require its accompanying documents for each agenda item which
shareholders approval in the notice of requires shareholders approval.
AGM/circulars and/or the accompanying statement? PUBLIC DISCLOSURES:
1. 2014 AGM NOTICE, AGENDA AND INFORMATION STATEMENT,
Explanation of Agenda Items, p. 3 PDF
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 OECD Principle II (E) Yes An independent party is appointed to evaluate the fairness of
requiring shareholders approval, does the board of Markets for corporate control should be allowed to the transaction price in cases of mergers, acquisitions and/or
directors/commissioners of the offeree company function in an efficient and transparent manner. takeovers. In addition, it is the Boards policy to create a Special
appoint an independent party to evaluate the (1) The rules and procedures governing the Committee composed of independent directors that is
fairness of the transaction price? acquisition of corporate control in the capital authorized to independently review the terms and conditions of
markets, and extraordinary transactions such as any acquisition of corporate control or extraordinary trans-
mergers, and sales of substantial portions of action, with the assistance of the independent financial adviser.
corporate assets, should be clearly articulated and PUBLIC DISCLOSURES:
disclosed so that investors understand their rights 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re:
and recourse. Transactions should occur at appointment of independent financial advisors, Sec.K.3, p. 69
transparent prices and under fair conditions that PDF
protect the rights of all shareholders according to 2. 2011 NOTICE, AGENDA AND INFORMATION STATEMENT, pp. 2736
their class. - 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 OECD Principle II (F) Yes The policy and practices to encourage shareholders, including
to encourage shareholders including institutional The exercise of ownership rights by all shareholders, institutional investors, to attend general meetings or
investors to attend the general meetings or including institutional investors, should be engagements with the Company, is publicly disclosed.
engagement with the Company? facilitated. PUBLIC DISCLOSURES:
Stockholders Participation-Measures Adopted & Communication
Procedure, 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
PART B EQUITABLE TREATMENT OF SHAREHOLDERS
B.1 Shares and voting rights

B.1.1 Do the company's ordinary or common shares have OECD Principle III Yes Common shares have one vote for one share.
one vote for one share? (A) All shareholders of the same series of a class PUBLIC DISCLOSURES:
should be treated equally. 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re common
(1) Within any series of a class, all shares should shares-one vote per share, Sec. J.f(iii), p. 64 PDF
carry the same rights. All investors should be able to 2. ARTICLES OF INCORPORATION, Article VII, Sec. B.3, p.10 PDF
obtain information about the rights attached to all 3. BY-LAWS, Article III, Sec. 3, p. 5 PDF
series and classes of shares before they purchase. 4. AGM NOTICE, AGENDA AND INFORMATION STATEMENT
Any changes in voting rights should be subject to - For the 2014 AGM, p. 6 PDF
approval by those classes of shares which are - For the 2013 AGM, p. 5 PDF
negatively affected. 5. ANNUAL REPORTS FOR 2013
ICGN 8.3.1 Unequal voting rights - 2013 ANNUAL REPORT ON 17-A, p. 114 PDF
Companies ordinary or common shares should - 2013 ANNUAL REPORT ON 20-F, p. 127 PDF
feature one vote for one share. Divergence from a
B.1.2 Where the company has more than one class of Yes Voting rights of each class of shares are publicly disclosed.
'one-share, one-vote' standard which gives certain
shares, does the company publicise the voting rights PUBLIC DISCLOSURES:
shareholders power which is disproportionate to
attached to each class of shares (e.g. through the 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re voting
their equity ownership should be both disclosed and
company website/reports/the stock exchange/the rights of classes of shares, Sec. J.f(iii), p. 64 PDF
justified.
regulator's website)? 2. ARTICLES OF INCORPORATION, Article VII, Secs. A.5 & B.3, pp. 8-10
PDF
B.2 Notice of AGM

B.2.1 Does each resolution in the most recent AGM deal OECD Principle II Yes Each resolution in the most recent AGM deals with only one
with only one item, i.e., there is no bundling of (C) Shareholders should have the opportunity to item.
several items into the same resolution? participate effectively and vote in general PUBLIC DISCLOSURES:
shareholder meetings and should be informed of the 1. ANNUAL CG REPORT, re AGM resolutions
rules, including voting procedures, that govern - UPDATES FOR 2014, Sec. J.1.d.11-23, J.1.j, pp. 14, 16 PDF PDF
shareholder meetings: - CONSOLIDATED UPDATES FOR 2013, Sec. J.1.d.11-23, pp. 62-63 PDF
(1) Shareholders should be furnished with sufficient 2. AGM MINUTES, re AGM resolutions
and timely information concerning the date, location - FOR THE 2014 AGM, pp. 7-12 PDF
and agenda of general meetings, as well as full and - FOR THE 2013 AGM, pp. 6-10 PDF
timely information regarding the issues to be 3. AGM RESULTS
decided at the meeting. - For the 2014 AGM para. 1.3, pp. 6-9 PDF
(3) Effective shareholder participation in key - For the 2013 AGM, para. 1, pp. 5-7 PDF
corporate governance decisions, such as the 4. AGM NOTICE, AGENDA AND INFORMATION STATEMENT
nomination and election of board members, should - For the 2014 AGM, pp. 2-3 PDF
be facilitated. - For the 2013 AGM, pp. 2, 30-32 PDF
OECD Principle II
B.2.2 Is the company's notice of the most recent (A) All shareholders of the same series of a class Yes The Notice of the most recent AGM, as well as its accompanying
AGM/circulars fully translated into English and should be treated equally. documents, is in English. English is recognized as an official
published on the same date as the local-language (4) Impediments to cross border voting should be language of the Philippines.
version? eliminated.
PUBLIC DISCLOSURES:
ICGN 8.3.2 Shareholder participation in governance 1. AGM NOTICE, AGENDA AND INFORMATION STATEMENT and PROXY
Shareholders should have the right to participate in - For the 2014 AGM PDF PDF
key corporate governance decisions, such as the - For the 2013 AGM PDF PDF
right to nominate, appoint and remove directors in 2. ANNUAL REPORT
an individual basis and also the right to appoint - For 2013 PDF PDF
external auditor. - For 2012 PDF PDF
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.
Does the notice of AGM/circulars have the following

details:
B.2.3 Are the profiles of directors/ commissioners (at least Yes The profiles of directors (age, qualification, date of first
age, qualification, date of first appointment, appointment, experience, and directorships in other listed
experience, and directorships in other listed companies) seeking election or re-election are included in the
companies) in seeking election/re-election included? AGM Notice and its accompanying documents.
PUBLIC DISCLOSURES:
1. AGM NOTICE, AGENDA AND INFORMATION STATEMENT, Nominees for
Election as Directors
2. ANNUAL REPORT
- FOR 2013, pp. 48-50 PDF
- FOR 2012, pp. 42-44 PDF
3. ANNUAL CG REPORT UPDATES FOR 2014, re AGM Notice, Sec. J.1.j, p.
19 PDF
B.2.4 Are the auditors seeking appointment/re- Yes The auditor seeking appointment or re-appointment is clearly
appointment clearly identified? identified in the Information Statement, which is distributed to
stockholders together with the AGM Notice in accordance with
applicable regulations.
PUBLIC DISCLOSURES:
1. AGM NOTICE, AGENDA AND INFORMATION STATEMENT, Information
on PLDTs Independent Auditors and Other Related Matters
2. 2014 AGM RESULTS, para. 1.6, p. 9 PDF
19 PDF
B.2.5 Has an explanation of the dividend policy been Yes An explanation of the dividend policy is provided in the Annual
provided? Report, which is distributed to stockholders together with the
AGM Notice and the Information Statement, in accordance with
applicable regulations.
PUBLIC DISCLOSURES:
1. 2013 ANNUAL 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 CG REPORTS
- 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. 2013 ANNUAL REPORT ON 17-A, p. 41 PDF
4. 2013 ANNUAL 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.
PUBLIC DISCLOSURES:
1. 2013 ANNUAL REPORT, Dividends Declared, p.191-194 PDF
Note: The Annual Report is distributed with the AGM Notice.
See also:
- 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
(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. AGM NOTICE, AGENDA & INFORMATION STATEMENT and PROXY FORM
19 PDF
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 OECD Principle III Yes The Company has policies regarding insider training which
prohibiting directors/commissioners and employees (B) Insider trading and abusive dealing should be prohibit directors and employees to benefit from knowledge not
to benefit from knowledge which is not generally prohibited generally available to the market.
available to the market? ICGN 3.5 Employee share dealing PUBLIC DISCLOSURES:
Companies should have clear rules regarding any 1. CODE OF BUSINESS CONDUCT & ETHICS, Standards of Business
trading by directors and employees in the company's Conduct and Ethics, Sec. C.3 PDF
own securities. Among other issues, these must seek 2. PLDT WEBSITE Policies, Processes and Practices
to ensure individuals do not benefit from knowledge - Restriction on Trading of Shares
which is not generally available to the market. - Policy on Blackout Period
ICGN 8.5 Shareholder rights of action - Our Stakeholders>Shareholders
... Minority shareholders should be afforded 3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Compliance
protection and remedies against abusive or with Laws & Regulations, Sec. B.1.d , pp. 19-20 PDF
oppressive conduct.
B.3.2 Are the directors/commissioners required to report Yes Directors are required to report their dealings in Company
their dealings in company shares within 3 business shares within 3 business days.
days? PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- Policies, Processes and Practices
Restriction on Trading of Shares
Policy on Blackout Period
- Our Stakeholders>Shareholders
2. CODE OF BUSINESS CONDUCT & ETHICS, Standards of Business
Conduct and Ethics, Sec. C.3 PDF
B.4 Related party transactions by directors and key

executives.
B.4.1 Does the company have a policy requiring OECD Principle III Yes The Company has policies requiring directors to disclose their
directors/commissioners to disclose their interest in (C) Members of the board and key executives should interest in transactions and any other conflicts of interest: (a)
transactions and any other conflicts of interest? be required to disclose to the board whether they, the Conflict of Interest Policy; and (b) the Guidelines on the
directly, indirectly or on behalf of third parties, have Proper Handling of Related Party Transactions.
a material interest in any transaction or matter PUBLIC DISCLOSURES:
directly affecting the corporation. 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013
ICGN 2.11.1 Related party transactions - Companies - Sec. B.1 (a), Conflict of Interest, p. 19 PDF
should have a process for reviewing and monitoring - Secs. B.4 (a) & (b) and I.7, Guidelines on the Proper Handling
any related party transaction. A committee of of Related Party Transactions, pp. 22-24, 57-58 PDF PDF
independent directors should review significant 2. PLDT WEBSITE
related party transactions to determine whether - Policies, Processes and Practices
they are in the best interests of the company and if Conflict of Interest Policy
so to determine what terms are fair. Guidelines on the Proper Handling of Related Party
Transaction ( 2nd paragraph)
ICGN 2.11.2 Director conflicts of interest - Our Stakeholders>Shareholders
Companies should have a process for identifying and 3. ANNUAL REPORTS FOR 2013
managing conflicts of interest directors may have. If - 2013 ANNUAL REPORT, pp. 41-42 PDF
a director has an interest in a matter under - 2013 ANNUAL REPORT ON 20-F, pp. 151-152 PDF
consideration by the board, then the director should
not participate in those discussions and the board
should follow any further appropriate processes.
B.4.2 Does the company have a policy requiring a (cont.) Yes The Company has a policy requiring a committee of independent
committee of independent directors/commissioners Individual directors should be conscious of directors to review material related party transactions (RPTs)
to review material/significant RPTs to determine shareholder and public perceptions and seek to to determine whether they are in the best interests of the
whether they are in the best interests of the avoid situations where there might be an Company and shareholders: the Guidelines on the Proper
company and shareholders? appearance of a conflict of interest. Handling of Related Party Transactions.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT 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)
3. 2013 ANNUAL REPORT, pp. 41-42 PDF
B.4.3 Does the company have a policy requiring board Yes The Company has policies requiring directors to abstain from
members (directors/ commissioners) to abstain participating in the board discussion on a particular agenda
from participating in the board discussion on a when they are conflicted: (a) Conflict of Interest Policy; and (b)
particular agenda when they are conflicted? Guidelines on the Proper Handling of Related Party Transactions.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT 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)
3. ANNUAL REPORTS FOR 2013
- 2013 ANNUAL REPORT, pp. 41-42 PDF
-2013 ANNUAL REPORT ON 20-F, pp. 151-152 PDF
B.4.4 Does the company have policies on loans to Yes The Company has policies that forbid loans to directors: (a) Code
directors and commissioners either forbidding this of Business Conduct and Ethics; and (b) Conflict of Interest Policy.
practice or ensuring that they are being conducted PUBLIC DISCLOSURES:
at arm's length basis and at market rates? 1. CODE OF BUSINESS CONDUCT AND ETHICS, Standards of Business
Conduct and Ethics, Sec. D.5 PDF
2. ANNUAL CG REPORT 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 OECD Principle III No There were no RPTs that can be classified as financial assistance
financial assistance to entities other than wholly- (A) All shareholders of the same series of a class to entities other than wholly-owned subsidiary companies.
owned subsidiary companies? should be treated equally. PUBLIC DISCLOSURES:
(2) Minority shareholders should be protected from
abusive actions by, or in the interest of, controlling
shareholders acting either directly or indirectly, and
- 2013 ANNUAL REPORT ON 17-A, pp. F104-F-111 PDF
should have effective means of redress.
- 2013 ANNUAL REPORT ON 20-F, pp. 267-274 PDF
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.
B.5.2 Does the company disclose that RPTs are conducted (cont.) Yes The Company discloses that RPTs are conducted in such a way to
in such a way to ensure that they are fair and at ICGN 2.11.2 Director conflicts of interest ensure that they are fair and at arms' length.
arms' length? Companies should have a process for identifying and PUBLIC DISCLOSURES:
managing conflicts of interest directors may have. If 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Guidelines
a director has an interest in a matter under on the Proper Handling of Related Party Transactions, Secs. B.4
consideration by the board, then the director should (a) & (b) and I.7, pp. 22-24, 57-58 PDF PDF
not participate in those discussions and the board 2. PLDT WEBSITE
should follow any further appropriate processes. - Policies, Processes and Practices
Individual directors should be conscious of Guidelines on the Proper Handling of Related Party
shareholder and public perceptions and seek to Transaction ( see Conflict of Interest, 2nd paragraph)
avoid situations where there might be an - Our Stakeholders>Shareholders
appearance of a conflict of interest. 3. ANNUAL REPORTS FOR 2013
- 2013 ANNUAL REPORT, pp. 41-42, 213-220 PDF PDF
ICGN 8.5 Shareholder rights of action
- 2013 ANNUAL REPORT ON 17-A, pp. F104-F-111 PDF
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.
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 OECD Principle IV (A) Yes The Companys policies that stipulate the existence and scope of
efforts to address customers' welfare? The rights of stakeholders that are established by its efforts to address customers' welfare are disclosed: (a) PLDT
law or through mutual agreements are to be Group CSR Statement; (b) General Practice on Engagement with
respected. In all OECD countries, the rights of Stakeholders; and (c) PLDT ALPHA Enterprise Vision, Mission &
stakeholders are established by law (e.g., labour, Values.
business, commercial and insolvency laws) or by PUBLIC DISCLOSURES:
contractual relations. Even in areas where 1. PLDT WEBSITE PLDT Group CSR Statement
stakeholder interests are not legislated, many firms - PLDT ALPHA Enterprises Vision, Mission & Values
make additional commitments to stakeholders, and - General Practice on Stakeholder Engagement
concern over corporate reputation and corporate See also Our Stakeholders>Customers
performance often requires the recognition of 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec.H.1,
broader interests. Customers welfare, p. 49 PDF
3. 2013 ANNUAL REPORT, p. 45 PDF
Global Reporting Initiative: Sustainability Report
C.1.2 Explains supplier/contractor selection practice? (C1.1 - C.15) Yes The Companys policies that explain supplier/contractor selection
International Accounting Standards 1: Presentation practice are disclosed: (a) Supplier/Contractor Relations Policy;
of Financial Statements 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 CG REPORT 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 PDF
C.1.3 Describes the company's efforts to ensure that its Yes The Companys policies that describe its efforts to ensure that its
value chain is environmentally friendly or is value chain is environmentally friendly or is consistent with
consistent with promoting sustainable promoting sustainable development are disclosed: (a) PLDT
development? Group CSR Statement; and (b) General Practice on Stakeholder
Engagement.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- PLDT Group CSR Statement
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 Yes The Companys policies that elaborate its efforts to interact with
communities in which they operate? the communities in which they operate are disclosed: (a) PLDT
Group CSR Statement; and (b) General Practice on Engagement
with Stakeholders.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Community
Interaction, Sec.H.1, pp. 50-51 PDF
2. PLDT WEBSITE
- Community Relations Mission & Vision: Working Responsibly
- Our Stakeholders>Communities
C.1.5 Describe the company's anti-corruption programmes Yes The Companys policies that describe its anti-corruption
and procedures? 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.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Anti-
corruption programmes and procedures, Sec.H.1, p. 51 PDF
2. CODE OF BUSINESS CONDUCT AND ETHICS, Compliance, p. 2 PDF
3. PLDT WEBSITE
- Anti-Corruption Program
- 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 Companys 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
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.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec.H.1,
Customers welfare, p. 49 PDF
2. PLDT WEBSITE
- PLDT ALPHA Enterprises Vision, Mission & Values (re
customers)
- Our Stakeholders>Customers
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
2. PLDT WEBSITE
- Policies, Processes and Practices>Supplier/Contractor
Relations Policy
- Our Stakeholders>Suppliers
- 2013 ANNUAL REPORT, pp. 41-42, 45 PDF
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
2. PLDT WEBSITE PLDT Group CSR Statement
- 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 CG REPORT CONSOLIDATED UPDATES FOR 2013, Community
Interaction, Sec.H.1, pp. 50-51 PDF
- Our Stakeholders>Communities
- Corporate Citizenship, Community Partnerships
3. 2013 ANNUAL 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 CG REPORT CONSOLIDATED UPDATES FOR 2013, Anti-
corruption programmes and procedures, Sec.H.1, p. 51 PDF
2. CODE OF BUSINESS CONDUCT AND ETHICS, Compliance, p. 2 PDF
- Anti-Corruption Program
- Policies, Processes and Practices
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
- Our Stakeholders>Creditors
C.1.13 Does the company have a separate corporate OECD Principle V (A) Yes The Companys Annual Report and website have separate
responsibility (CR) report/section or sustainability Disclosure should include, but not be limited to, corporate responsibility sections.
report/section? material information on: (7) Issues regarding PUBLIC DISCLOSURES:
employees and other stakeholders. 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Role of
Companies are encouraged to provide information Stakeholders, Sec.H.2, pp. 51-52 PDF
on key issues relevant to employees and other 2. ANNUAL REPORT 2013, PLDT Group CSR Report, pp. 24-28 , 46
stakeholders that may materially affect the long PDF PDF
term sustainability of the company. 3. PLDT WEBSITE
- Corporate Citizenship, Community Partnerships
- 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 OECD Principle IV (B) Yes Contact details via the Company's website and Annual Report
company's website or Annual Report which Where stakeholder interests are protected by law, which stakeholders can use to voice their concerns and/or
stakeholders (e.g., customers, suppliers, general stakeholders should have the opportunity to obtain complaints, are provided.
public, etc.) can use to voice their concerns and/or effective redress for violation of their rights. PUBLIC DISCLOSURES:
complaints for possible violation of their rights? The governance framework and processes should be 1. PLDT WEBSITE Contact Us Page
transparent and not impede the ability of 2. 2013 ANNUAL REPORT, Contact Information, p. 269 PDF
stakeholders to communicate and to obtain redress
for the violation of rights.
C.3 Performance-enhancing mechanisms for employee

participation should be permitted to develop.
C.3.1 Does the company explicitly disclose the health, OECD Principle IV (C) Yes The Companys policy on the health, safety and welfare of its
safety, and welfare policy for its employees? Performance-enhancing mechanisms for employee employees is disclosed.
participation should be permitted to develop. In the PUBLIC DISCLOSURES:
context of corporate governance, performance 1. PLDT WEBSITE Our Stakeholders >Employees
enhancing mechanisms for participation may benefit - Employee Health, Safety and Welfare
companies directly as well as indirectly through the - Employee Training and Development
readiness by employees to invest in firm specific - General Practice on Stakeholder Engagement
skills. 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re
Firm specific skills are those skills/competencies that employees safety, health and welfare, p. 52 PDF
are related to production technology and/or 3. 2013 ANNUAL REPORT, Employees, p. 46 PDF
organizational aspects that are unique to a firm.
C.3.2 Does the company publish relevant information Yes Relevant information relating to health, safety and welfare of its
Examples of mechanisms for employee participation
relating to health, safety and welfare of its employees is published by the Company.
include: employee representation on boards; and
employees? PUBLIC DISCLOSURES:
governance processes such as works councils that
consider employee viewpoints in certain key 1. PLDT WEBSITE Our Stakeholders>Employees
decisions. With respect to performance enhancing - Employee Health, Safety and Welfare
mechanisms, employee stock ownership plans or - General Practice on Stakeholder Engagement
other profit sharing mechanisms are to be found in 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re
employees safety, health and welfare, p. 52 PDF
many countries.
C.3.3 Does the company have training and development Yes The Company has training and development programs for its
programmes for its employees? employees.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE Our Stakeholders>Employees
- Employee Training and Development
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re training
and development programs for employees, p. 17, 52 PDF PDF
C.3.4 Does the company publish relevant information on Yes Relevant information on training and development program for
training and development programmes for its its employees is published by the Company.
employees? PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re training
and development programs for employees,p. 17, 52 PDF PDF
2. PLDT WEBSITE Our Stakeholders>Employees
- Employee Training and Development
C.3.5 Does the company have a reward/compensation Yes The Company has a compensation policy that accounts for the
policy that accounts for the performance of the Companys performance beyond short-term financial measures.
company beyond short-term financial measures? PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re long
term and short term incentives, p. 53 PDF
- 2013 ANNUAL REPORT, p. 228 PDF
- 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 OECD Principle IV (E) Yes The Company has procedures for receiving and handling
by employees concerning illegal (including Stakeholders, including individual employees and complaints from employees concerning illegal and unethical
corruption) and unethical behaviour? their representative bodies, should be able to freely behavior.
communicate their concerns about illegal or PUBLIC DISCLOSURES:
unethical practices to the board and their rights 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re
should not be compromised for doing this. procedures for handling complaints, pp. 53-54 PDF
2. PLDT WEBSITE
- Policies, Processes & Practices>Expanded Whistleblowing
Policy
- Resources for Personnel>Expanded Whistleblowing Policy
3. 2013 ANNUAL REPORT, Whistleblowing Complaints, p. 42 PDF
C.4.2 Does the company have a policy or procedures to Yes The Company has a policy and procedures to protect an
protect an employee/person who reveals employee/person who reveals illegal/unethical behavior from
illegal/unethical behavior from retaliation? retaliation.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re
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
3. 2013 ANNUAL REPORT, Expanded Whistleblowing Policy and
Whistleblowing Complaints, pp. 41 and 42 PDF PDF
PART D DISCLOSURE AND TRANSPARENCY
D.1 Transparent ownership structure

D.1.1 Does the information on shareholdings reveal the OECD Principle V Yes Disclosures on shareholdings reveal the identity of beneficial
identity of beneficial owners, holding 5% Disclosure and Transparency (A) Disclosure should owners.
shareholding or more? include, but not limited to, material information on: PUBLIC DISCLOSURES:
(3) Major share ownership and voting rights, 1. ANNUAL CG REPORT, Disclosure and Transparency-Ownership
including group structures, intra-group relations, Structure
ownership data, and beneficial ownership. - UPDATES FOR 2014, pp. 11-13 PDF
- CONSOLIDATED UPDATES FOR 2013, pp. 54-55 PDF PDF
ICGN 7.6 Disclosure of ownership
2. ANNUAL REPORT FOR 2013
... the disclosure should include a description of the
- 2013 ANNUAL REPORT ON 17-A , pp. 114-115 PDF
relationship of the company to other companies in - 2013 ANNUAL REPORT ON 20-F, pp. 127-128 PDF
the corporate group, data on major shareholders 3. PLDT WEBSITE
and any other information necessary for a proper - Investor Relations>Top 100 Stockholders
understanding of the company's relationship with its - Investor Relations>Beneficial Ownership
public shareholders. - Investor Relations>Shareholder Information>Shareholding
Structure/Ownership Structure
D.1.2 Does the company disclose the direct and indirect Yes Direct and indirect shareholdings of the Companys substantial
(deemed) shareholdings of major and/or substantial shareholders are disclosed.
shareholders? PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT, Disclosure and Transparency-Ownership
Structure
- UPDATES FOR 2014, pp. 11-13 PDF
- CONSOLIDATED UPDATES FOR 2013, pp. 54-55 PDF PDF
- 2013 ANNUAL REPORT ON 17-A, pp. 114 -115 PDF
3. PLDT WEBSITE
- Investor Relations>Top 100 Stockholders
- Investor Relations>Beneficial Ownership
- Investor Relations>Shareholder Information>Shareholding
D.1.3 Does the company disclose the direct and indirect Yes Direct and indirect shareholdings of its directors are disclosed.
(deemed) shareholdings of directors PUBLIC DISCLOSURES:
(commissioners)? 1. ANNUAL CG REPORT, Board of Directors-Shareholdings
- 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.1.4 Does the company disclose the direct and indirect Yes Direct and indirect shareholdings of senior management are
(deemed) shareholdings of senior management? disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT, 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 Yes Details of the parent/holding company, subsidiaries, associates,
parent/holding company, subsidiaries, associates, joint ventures and any special purpose enterprises/vehicles are
joint ventures and special purpose enterprises/ disclosed.
vehicles (SPEs)/ (SPVs)? 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
(cont.)
2. PLDT WEBSITE About Us>PLDTs 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) Yes Key risks are disclosed in the Annual Reports.
(1) The financial and operating results of the PUBLIC DISCLOSURES:
company; (2) Company objectives, including ethics, 1. ANNUAL REPORTS FOR 2013, re key risks
environment, and other public policy commitments; - 2013 ANNUAL REPORT, pp. 47, 101, 243-257 PDF PDF PDF
(3) Major share ownership and voting rights, - 2013 ANNUAL REPORT ON 20-F, pp. 11-24, 137-147 PDF PDF
including group structures, intra-group relations, - 2013 ANNUAL REPORT ON 17-A, pp. 87-100, 119, F-132 to F-145
ownership data, beneficial ownership; (4) PDF PDF PDF
Remuneration policy for members of the board and 2. ANNUAL CG REPORT* CONSOLIDATED UPDATES FOR 2013, Risk
key executives, including their qualifications, the Management System, Secs. F.2 and I.2, pp. 42-44, 55 PDF PDF
selection process, other company directorships and (*Note: The ANNUAL CORPORATE GOVERNANCE (CG) REPORT and its
whether they are regarded as independent by the updates are required under SEC Memorandum Circulars No.5,
board; (6) Foreseeable risk factors, including risk Series of 2013, and Nos. 1 and 12, Series of 2014.)
D.2.2 Corporate objectives management system; (7) Issues regarding employees Yes Corporate objectives are disclosed in the Annual Reports.
and other stakeholders; (8) Governance structure
and policies, in particular, the content of any PUBLIC DISCLOSURES:
corporate governance code or policy and the process 1. ANNUAL REPORTS FOR 2013, re corporate objectives
- 2013 ANNUAL REPORT
by which it is implemented.
Plans and Prospects p. 92 PDF
OECD Principle V (E) Message from the Chairman, pp. 4-7 PDF
Channels for disseminating information should A Letter from the President and CEO pp. 8-11 PDF
provide for equal, timely and cost-efficient access to - 2013 ANNUAL REPORT ON 17-A REPORT, pp. 1-11 PDF
relevant information by users. Plans and Prospects, 80-81 PDF
ICGN 2.4 Composition and structure of the board - 2013 ANNUAL REPORT ON 20-F
ICGN 2.4.1 Skills and experience Business Overview, pp. 26-28 PDF
ICGN 2.4.3 Independence Strategy, p. 34 PDF
ICGN 5.0 Remuneration 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re Annual
Report, Sec. I.2, pp. 55 PDF
ICGN 5.4 Transparency
D.2.3 Financial performance indicators (cont.) Yes Financial performance indicators are disclosed in the Annual
UK Corporate Governance Code (2010) Reports.
A.1.2 - the number of meetings of the board and PUBLIC DISCLOSURES:
those committees and individual attendance by 1. ANNUAL REPORTS FOR 2013, re financial performance indicators
directors. - 2013 ANNUAL REPORT, pp. 2-3, 57-268 PDF PDF
CLSA-ACGA (2010) CG Watch 2010 - Appendix 2 - 2013 ANNUAL REPORT ON 17-A, pp. 42-87, F-1 to F-145 PDF PDF
(I) CG rules and practices - 2013 ANNUAL REPORT ON 20-F, pp. 7-23, 56-110,129-131, 159-308
(19) Disclose the exact remuneration of individual PDF PDF PDF PDF
directors. 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re Annual

D.2.4 Non-financial performance indicators Yes Non-financial performance indicators are disclosed in the Annual
Reports.
PUBLIC DISCLOSURES:
1. ANNUAL REPORTS FOR 2013, re non-financial performance
indicators
- 2013 ANNUAL 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
- 2013 ANNUAL 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
- 2013 ANNUAL 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 CG REPORT CONSOLIDATED UPDATES FOR 2013, re Annual
D.2.5 Dividend policy Yes The Companys 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
PDF PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re Annual
Report and Dividends, Secs. I.2, J.1.c, pp. 55, 60 PDF PDF
D.2.6 Details of whistle-blowing policy Yes Details of the Companys whistleblowing policy are disclosed in
the Annual Reports.
PUBLIC DISCLOSURES:
1. ANNUAL REPORTS FOR 2013, re the Expanded Whistleblowing (EWB)
Policy
- 2013 ANNUAL REPORT, pp. 41 PDF
- 2013 Annual Report on 20-F, pp. 151-152 PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re the
Expanded Whistleblowing (EWB) Policy, Secs. B.1(i), H.4, I.2,
J.1.c, pp. 21, 53-54, 55 PDF PDF PDF
D.2.7 Biographical details (at least age, qualifications, date Yes Biographical details of directors are disclosed in the Annual
of first appointment, relevant experience, and any Reports.
other directorships of listed companies) of PUBLIC DISCLOSURES:
directors/commissioners 1. ANNUAL REPORTS FOR 2013, Board of Directors
- 2013 ANNUAL REPORT ON 17-A, pp. 102-105 PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. I.2, pp. 55
PDF
D.2.8 Training and/or continuing education programme Yes Training and continuing education programs attended by the
attended by each director/commissioner Companys directors, as well as its senior management and
employees, are disclosed in the Annual Reports.
PUBLIC DISCLOSURES:
1. ANNUAL REPORTS FOR 2013, Board Responsibilities and Training
and Education
- 2013 ANNUAL REPORT, pp. 32, 42-43 PDF PDF
2. ANNUAL CG REPORT, Orientation and Education Program
- 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 Yes The number of Board meetings held during the year is disclosed
meetings held during the year in the Annual Reports.
PUBLIC DISCLOSURES:
1. 2013 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 PDF
D.2.10 Attendance details of each director/commissioner in Yes The number of Board meetings and the attendance of directors
respect of meetings held are disclosed in the Annual Reports.
PUBLIC DISCLOSURES:
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
D.2.11 Details of remuneration of each member of the Yes Details of the remuneration of each member of the Board of
board of directors/commissioners 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 OECD PRINCIPLE V (A) (8) Yes The Annual Report contains a statement confirming the
confirming the company's full compliance with the UK CODE (JUNE 2010): Listing Rules Companys compliance with its Manual on Corporate which
code of corporate governance and where there is 9.8.6 R (for UK incorporated companies) and 9.8.7 R contains relevant provisions of the Revised Code of Corporate
non-compliance, identify and explain reasons for (for overseas incorporated companies) state that in Governance of the Philippine Securities and Exchange
each such issue? the case of a company that has a Premium listing of Commission and certain corporate governance standards under
equity shares, the following items must be included the US Securities Exchange Act and New York Stock Exchange
in its Annual Report and accounts: a statement of Company Manual.
how the listed company has applied the Main Princi- PUBLIC DISCLOSURE:
ples set out in the UK CG Code, in a manner that 1. ANNUAL REPORT 2013, Monitoring and Evaluation, p. 44 PDF
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;
(cont.)
and (iii) the companys reasons for non-compliance.
ASX CODE
Under ASX Listing Rule 4.10.3, companies are
required to provide a statement in their Annual
Report disclosing the extent to which they have
followed the Recommendations in the reporting
period. Where companies have not followed all the
Recommendations, they must identify the
Recommendations that have not been followed and
give reasons for not following them. Annual Report-
ing does not diminish the companys obligation to
provide disclosure under ASX Listing Rule 3.1.
D.3. Disclosure of related party transactions (RPT)
D.3.1 Does the company disclose its policy covering the OECD Principle V: Disclosure and Transparency Yes The Companys policy regarding the review and approval of
review and approval of material/significant RPTs? (A) Disclosure should include, but not limited to, material/significant RPTs is disclosed: Guidelines on the Proper
material information on: Handling of Related Party Transactions.
(5) Related party transactions PUBLIC DISCLOSURES:
ICGN 2.11.1 Related party transactions 1. 2013 ANNUAL REPORT, pp. 41-42 PDF
The company should disclose details of all material 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Related
related party transactions in its Annual Report. Party Transactions, Sec. B.4, p. 22 PDF
3. PLDT WEBSITE Policies, Processes and Practices>Guidelines on the
Proper Handling of Related Party Transactions
D.3.2 Does the company disclose the name of the related Yes The names of related parties and relationships for each
party and relationship for each material/significant material/significant RPT are disclosed.
RPT? PUBLIC DISCLOSURES:
1. ANNUAL REPORTS FOR 2013, Related Party Transactions
- 2013 ANNUAL REPORT ON 17-A, pp.118-119, F-104- F-111 PDF PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Disclosure
of RPT, Sec. I.7, p. 57-58 PDF (See also Sec. B.4 pp. 22-25 PDF)
D.3.3 Does the company disclose the nature and value for Yes The nature and value for each material/significant RPT are
each material/significant RPT? disclosed.
PUBLIC DISCLOSURES:
1. ANNUAL REPORTS FOR 2013, Related Party Transactions
- 2013 Annual Report, pp. 213-220 PDF
- 2013 Annual Report on 20-F, pp. 267-274 PDF
- 2013 Annual Report on 17-A, pp.118-119, F-104- F-111
PDF PDF
of RPT, Sec. I.7, p. 57-58 PDF
See also Sec. B.4, pp.22-25 PDF
D.4 Directors and commissioners dealings in shares of

the company
D.4.1 Does the company disclose trading in the company's OECD Principle V (A) Yes Trading in Companys shares by insiders is disclosed.
shares by insiders? (3) Major share ownership and voting rights PUBLIC DISCLOSURES:
ICGN 3.5 Employee share dealing 1. PLDT Website Investor Relations>Shareholder Information>
Companies should have clear rules regarding any Beneficial Ownership (including the Disclosures on
trading by directors and employees in the company's Transactions of Directors and Principal Officers in the Issuers
own securities. Securities pursuant to Sec. 31 of the PSE Revised Disclosure
Rules)
ICGN 5.5 Share ownership - Policies, Processes and Practices>Restriction on Trading of
Every company should have and disclose a policy Shares
concerning ownership of shares of the company by 2. Disclosures to the Philippine Stock Exchange (PSE) re: Changes in
senior managers and executive directors with the Shareholdings of Directors and Principal Officers and Statement
objective of aligning the interests of these key of Changes in Beneficial Ownership of Securities
executives with those of shareholders. Seehttp://edge.pse.com.ph>Listed Company Directory>
Philippine Long Distance Telephone Company> TEL>
Corporate Disclosures
D.5 External auditor and Auditor Report

D.5.1 Are audit fees disclosed? OECD Principle V (C): Yes Audit fees are disclosed.
An annual audit should be conducted by an PUBLIC DISCLOSURES:
independent, competent and qualified auditor in 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, External
order to provide an external and objective assurance Auditor's Fee, Sec. I.3, p. 56 PDF
to the board and shareholders that the financial 2. ANNUAL REPORTS FOR 2013
statements fairly represent the financial position and - 2013 ANNUAL REPORT, pp. 101-103, Independent Auditor's Fees
performance of the company in all material respects. and Services PDF
OECD Principle V (D): - 2013 ANNUAL REPORT ON 20-F, p. 157 PDF
External auditors should be accountable to the 3. AGM NOTICE, AGENDA & INFORMATION STATEMENT FOR 2014, p. 34
shareholders and owe a duty to the company to PDF
exercise due professional care in the conduct of the
audit.
ICGN 6.5 Ethical standards (Audit)
Where the same audit firm is engaged for both audit The auditors should observe high-quality auditing
and non-audit services and ethical standards. To limit the possible risk of
possible conflicts of interest, non-audit services and
D.5.2 Are the non-audit fees disclosed? fees paid to auditors for non-audit services should Yes Non-audit fees are disclosed.
be both approved in advance by the audit PUBLIC DISCLOSURES:
committee and disclosed in the Annual Report. 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, External
Auditor's Fee, Sec. I.3, p. 56 PDF
- 2013 ANNUAL REPORT, pp. 101-103, Independent Auditor's Fees
and Services PDF
3. NOTICE, AGENDA & INFORMATION STATEMENT, p. 34 PDF
D.5.3 Does the non-audit fees exceed the audit fees? No Non-audit fees do not exceed the audit fees.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, External
Auditor's Fee, Sec. I.3, p. 56 PDF
- 2013 ANNUAL REPORT, pp. 101-103, Independent Auditor's Fees
and Services PDF
3. NOTICE, AGENDA & INFORMATION STATEMENT, p. 34 PDF
D.6 Medium of communications

Does the company use the following modes of communication?
D.6.1 Quarterly reporting OECD Principle V (E): Yes The Company discloses quarterly reports.
Channels for disseminating information should PUBLIC DISCLOSURES:
provide for equal, timely and cost-efficient access to 1. PLDT WEBSITE
relevant information by users. - Investor Relations>Financial Results (containing the quarterly
ICGN 7.1 Transparent and open communication reports)
Every company should aspire to transparent and 2. DISCLOSURES TO THE PHILIPPINE STOCK EXCHANGE (PSE), re: Quarterly
open communication about its aims, its challenges, Reports
its achievements and its failures. Seehttp://edge.pse.com.ph>Listed Company Directory>
Philippine Long Distance Telephone Company>TEL>
ICGN 7.2 Timely disclosure Corporate Disclosures
Companies should disclose relevant and material 3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re: Quarterly
information concerning themselves on a timely Reports, Sec. I.4, p. 56 PDF
basis, in particular meeting market guidelines where
D.6.2 Company website they exist, so as to allow investors to make informed Yes The Company website is used as a mode of communication.
decisions about the acquisition, ownership PUBLIC DISCLOSURES:
obligations and rights, and sales of shares. 1. PLDT WEBSITE www.pldt.com
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Company
Website, Sec. I.4 & I.6, pp. 56-57 PDF
D.6.3 Analysts briefing Yes The Company conducts analysts briefings.

PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- Investor Relations>Calendar of Events
(which includes schedules of Analysts Briefings)
- Investor Relations>Presentations
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Medium of
Communication-Investors/Analyst Briefings and Investor
Relations Program, Secs. I.4 and K.2, pp. 56 and 68-69 PDF PDF
3. DISCLOSURES TO THE PHILIPPINE STOCK EXCHANGE (PSE) , re: Notice of
Analysts'/Investors' Briefing and Press Release
Seehttp://edge.pse.com.ph>Listed Company Directory>
Philippine Long Distance Telephone Company>TEL>
Corporate Disclosures
D.6.4 Media briefings/press conferences Yes The Company conducts media briefings/press conferences.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE - Press Release for Q1-2014 Results (this is a press
release posted on the Company website about PLDTS Q1- 2014
Performance and its announcement in a press briefing)
- Investor Relations>Calendar of Events
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Medium of
Communication- Press Conferences/Briefings and Investor
Relations Program, Secs. I.4 and K.2, pp. 56 and 68 PDF PDF
3. DISCLOSURES TO THE PHILIPPINE STOCK EXCHANGE (PSE) , re: Notice of
Analysts'/Investors' Briefing and Press Release
Seehttp://edge.pse.com.ph>Listed Company Directory>
Philippine Long Distance Telephone Company>TEL>Corporate
Disclosures
4. ARTICLES RE MEDIA BRIEFINGS
http://www.gmanetwork.com/news/story/359786/economy/
companies/pldt-net-income-up-2-in-first-quarter
http://manilastandardtoday.com/2014/05/07/pldt-s-income-
rises-2-to-p9-4b/
D.7 Timely filing/release of annual/financial reports
D.7.1 Is the audited annual financial report/statement OECD Principle V (C) Yes Audited annual financial statement is released within 120 days
released within 120 days from the financial year OECD Principle V (E) from the financial year end.
end? OECD Principle V-(A. Financial Year End: December 31, 2013
ICGN 7.2 Timely disclosure Release of 2013 Audited Financial Report: March 4, 2014
ICGN 7.3 Affirmation of financial statements PUBLIC DISCLOSURES:
The board of directors and the corporate officers of 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Disclosure
the company should affirm at least annually the and Transparency, Sec. I.5, p. 56 PDF
accuracy of the company's financial statements or 2. PLDT WEBSITE
financial accounts. - Investor Relations>Press Releases and Disclosures>Financial
Results
- Investor Relations>Financial Results
- Press Release
D.7.2 Is the annual report released within 120 days from Yes The annual report was released within 120 days from the
the financial year end? financial year end.
Financial Year End: December 31, 2013
Release of Annual Report on 17-A and on 20-F: April 3, 2014
PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- Investor Relations>Press Releases and Disclosures>Others
- Filing of 2013 Annual Report on 17-A and 20-F
- 2013 ANNUAL REPORT ON 17-A PDF
- 2013 ANNUAL REPORT ON 20-F PDF
D.7.3 Is the true and fairness/fair representation of the Yes The true and fairness/fair representation of the annual financial
annual financial statement/reports affirmed by the statement for 2013 is affirmed by relevant officers of the
board of directors/commissioners and/or the Company.
relevant officers of the company? PUBLIC DISCLOSURES:
- 2013 Annual Report on 17-A, Statement of Managements
Responsibility for Consolidated Financial Statements pp. 121-
123 PDF
- 2013 Annual Report on 20-F, Certifications, pp. 326-329 PDF
- 2013 Annual Report, Audit Committee Report and Statement
of Managements Responsibility for Consolidated Financial
Statements pp. 103-104 PDF
D.8 Company website

Does the company have a website disclosing up-to-date information on the following:
D.8.1 Business operations OECD Principle V (A) Yes Up-to-date information regarding the Companys business
OECD Principle V (E) operations is disclosed on the Company website.
ICGN 7.1 Transparent and open communication PUBLIC DISCLOSURES (posted on the PLDT website):
1. PLDT WEBSITE
ICGN 7.2 Timely disclosure - About PLDT
- PLDTs Businesses
- What Drives Us
- Corporate Governance in PLDT
- Company Leadership
- PLDT HOME, PDLT Alpha Enterprise, PLDT SME Nation, PLDT
Global and PLDT Subsidiaries
- Company Timeline
3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. I.6, pp.
56-57 PDF
D.8.2 Financial statements/reports (current and prior Yes Up-to-date information on the Companys financial statements
years) and reports, for both current and prior years, is disclosed on the
Company website.
PUBLIC DISCLOSURES (posted on the PLDT website):
1. ANNUAL REPORTS FOR 2013 ( which contains the annual financial
statements)
- 2013 ANNUAL REPORT PDF
2. PLDT WEBSITE
- Investor Relations>Annual Reports (which contains links to the
Annual Reports for 2013 and for previous years)
- Investor Relations>Press Releases and Disclosures>Financial Results
56-57 PDF
D.8.3 Materials provided in briefings to analysts and Yes Up-to-date information on materials provided during briefings to
media analysts and media is disclosed on the Company website.
1. PLDT WEBSITE
- Investor Relations>Press Releases and Disclosures
56-57 PDF
See also related Items D.6.3 and D.6.4.
D.8.4 Shareholding structure Yes Up-to-date information on shareholding structure is posted in

the Company website.
1. PLDT WEBSITE
- Investor Relations>Shareholder Information>Top 100
Stockholders
- Investor Relations>Shareholder Information>Public Ownership
Report
- Investor Relations>Shareholder Information>Shareholding
- 2013 ANNUAL REPORT ON 17-A, pp. 40; F-79 to F-83 ; S-8, S-14
PDF PDF PDF PDF
- UPDATES FOR 2014, Sec. I.1, pp. 11-13 PDF
- CONSOLIDATED UPDATES FOR 2013, Secs. I.1 and I. 6, pp. 54-55 and
56-57 PDF PDF
D.8.5 Group corporate structure Yes Up-to-date information on the group corporate structure is
disclosed in the Company website.
- 2013 ANNUAL REPORT ON 17-A, pp. 6-14; F-10 to F-11; S-14 to S-15
PDF PDF PDF
- 2013 ANNUAL REPORT ON 20-F, Exhibit 8, p. 324 PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. I.6, pp. 56-
57 PDF
3. PLDT WEBSITE
- About Us>PLDTs Business>PLDT Group Corporate Structure
D.8.6 Downloadable annual report Yes Downloadable copies of the Annual Reports are posted on the
Company website.
- 2013 ANNUAL REPORT PDF PDF
2. PLDT WEBSITE Investor Relations>Annual Reports
- contains the links to downloadable copies of Annual Reports
for 2013 and for previous years
56-57 PDF
D.8.7 Notice of AGM and/or EGM Yes Copies of the AGM Notice and related documents are posted on
the Company website.
1. AGM NOTICE, AGENDA AND INFORMATION STATEMENT and PROXY
FORM
3. PLDT website Investor Relations>Shareholder Information>
Latest Shareholders' News
- contains the links to the AGM Notices and related documents
56-57 PDF
See related item D.8.6.
D.8.8 Minutes of AGM and/or EGM Yes Copies of AGM Minutes are posted on the Company website.
PUBLIC DISCLOSURES:
1. AGM MINUTES
- FOR THE 2014 AGM PDF
- FOR THE 2013 AGM PDF
2. PLDT WEBSITE Latest Shareholder News
- containing links to copies of AGM Minutes and Results.
D.8.9 Company's constitution (company's by-laws, Yes Copies of the Articles of Incorporation and By-Laws are posted
memorandum and articles of association) on the Company website.
1. ARTICLES OF INCORPORATION PDF
2. BY-LAWS PDF
3. PLDT WEBSITE Investor Relations
- contains the links to copies of the Articles of Incorporation and
the By-Laws
56-57 PDF
D.9 Investor relations

D.9.1 Does the company disclose the contact details (e.g., ICGN 7.1 Transparent and open communication Yes The contact details of the officer and office responsible for
telephone, fax, and email) of the officer/office investor relations are disclosed.
responsible for investor relations? MELISSA V. VERGEL DE DIOS
HEAD, PLDT INVESTOR RELATIONS CENTER
12/F Ramon Cojuangco Building, Makati Avenue, Makati City
Telephone no.: (632) 816-8024
Facsimile: (632) 810-7138
Email address: PLDT_IR_Center@pldt.com.ph
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. K.2(3),
pp. 68-69 PDF
2. 2013 ANNUAL REPORT, p. 267 (inside back cover) PDF
See also the PLDT WEBSITE Investors Relations
- Contact us
PART E Responsibilities of the Board
E.1 Board Duties and Responsibilities
Clearly defined board responsibilities and corporate governance policies

E.1.1 Does the company disclose its corporate governance OECD PRINCIPLE V: Disclosure and Transparency Yes The Companys corporate governance policy and board charters
policy/board charter? (A) Disclosure should include, but not be limited to, are disclosed.
material information on: PUBLIC DISCLOSURES:
8. Governance structures and policies, in particular, 1. ARTICLES OF INCORPORATION PDF
the content of any corporate governance code or 2. BY-LAWS PDF
policy and the process by which it is implemented. 3. MANUAL ON CORPORATE GOVERNANCE PDF
E.1.2 Are the types of decisions requiring board of OECD PRINCIPLE VI (D) Yes The types of decisions requiring approval by the Board of
directors/commissioners' approval disclosed? Directors are disclosed.
PUBLIC DISCLOSURES:
1. BY-LAWS, Art. V, Sec. 9, Art. III; Secs. 5 and 7, pp. 14-18, 6-7
PDF PDF
2. MANUAL ON CORPORATE GOVERNANCE, Board of Directors, Secs.
2.1.3, 2.1.4 and 2.1.5, pp. 4-8 PDF
3. PLDT WEBSITE Governance Structures>Our Board of Directors
E.1.3 Are the roles and responsibilities of the board of OECD PRINCIPLE VI: The Responsibilities of the Yes The roles and responsibilities of the Board of Directors are
directors/commissioners clearly stated? Board clearly stated.
(D) The board should fulfill certain key functions, PUBLIC DISCLOSURES:
including: 1. BY-LAWS, Article V, Sec. 9, pp. 14-17 PDF
1. Reviewing and guiding corporate strategy, major 2. MANUAL ON CORPORATE GOVERNANCE, Board of Directors, Secs.
plans of action, risk policy, annual budgets and 2.1.3, 2.1.4 and 2.1.5, pp. 4-8 PDF
business plans; setting performance objectives; 3. ANNUAL REPORT 2013, Board of Directors and Board
monitoring implementation and corporate Responsibilities, pp. 31-33 PDF
performance; and overseeing major capital 4. PLDT WEBSITE Governance Structures>Our Board of Directors
expenditures, acquisitions and divestitures. and Board Activities
2. Monitoring the effectiveness of the companys
governance practices and making changes as
needed.
E.1.3 (cont.)
3. Selecting, compensating, monitoring and, when
necessary, replacing key executives and overseeing
succession planning.
4. Aligning key executive and board remuneration
with the longer term interests of the company and
its shareholders.
5. Ensuring a formal and transparent board
nomination and election process.
6. Monitoring and managing potential conflicts of
interest of management, board members and
shareholders, including misuse of corporate assets
and abuse in related party transactions.
7. Ensuring the integrity of the corporations
accounting and financial reporting systems,
including the independent audit, and that
appropriate systems of control are in place, in
particular, systems for risk management, financial
and operational control, and compliance with the
law and relevant standards.
8. Overseeing the process of disclosure and
communications.
Corporate Vision/Mission
E.1.4 Does the company have a vision and mission OECD PRINCIPLE 6 (P58) Yes The Company has a Mission/Vision: PLDT will be the preferred
statement? ICGN:3.2 Integrity full service provider of voice, video and data at the most
attractive levels of price, service quality, content and coverage,
thereby bringing maximum benefit to the Company's
stakeholders.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE What drives us>Mission-Vision
2. ANNUAL REPORT 2013, p. 1 (inside front cover) PDF
3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, p. 6 PDF
E.1.5 Has the board reviewed the vision and Yes The Board reviewed the Companys Mission/Vision and
mission/strategy in the last financial year? corporate strategy in the last financial year as part of its annual
strategic planning. The Mission/Vision guides the overall
strategic direction and plans and is thereby periodically reviewed
and evaluated by the Board at least once a year during the
review by the Board of such strategic direction, plans and
budgets.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re Boards
review of the Mission/Vision and corporate strategy, Sec. A.1(c),
p. 6 PDF
2. PLDT WEBSITE
- Governance Structures>Board Activities>Annual strategic
planning session
E.1.6 Does the board of directors monitor/oversee the ICGN: 3.2 Integrity Yes The Board of Directors oversees the implementation of the
implementation of the corporate strategy? The board is responsible for overseeing the corporate strategy and periodically evaluates Managements
implementation and maintenance of a culture of overall performance.
integrity. The board should encourage a culture of PUBLIC DISCLOSURES:
integrity permeating all aspects of the company, and 1. MANUAL ON CORPORATE GOVERNANCE, General responsibilities of
secure that its vision, mission and objectives are the Board and the Directors, Sec. 2.1.4(e), p.5 PDF
ethically sound. 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board
Responsibilities, Secs. A.1(b) and (c), pp. 5-6 PDF
3. PLDT WEBSITE
- Governance Structures>Board Activities>Annual strategic
planning session
4. ANNUAL REPORTS FOR 2013, Board Responsibilities
- 2013 Annual Report, p. 32 PDF
- 2013 Annual Report on 20-F, p.154 PDF
E.2 Board structure

Code of Ethics or Conduct
E.2.1 Are the details of the code of ethics or conduct OECD PRINCIPLE VI Yes Details of the Code of Business Conduct and Ethics are disclosed.
disclosed? (C) The board should apply high ethical standards. It PUBLIC DISCLOSURES:
should take into account the interests of 1. CODE OF BUSINESS CONDUCT AND ETHICS PDF
stakeholders. 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. B.1, pp.
The board has a key role in setting the ethical tone 19-21 PDF
of a company, not only by its own actions, but also 3. ANNUAL REPORTS FOR 2013
in appointing and overseeing key executives and - 2013 ANNUAL REPORT, p. 41 PDF
consequently the management in general. High - 2013 ANNUAL REPORT ON 20-F, pp. 149-150 PDF
ethical standards are in the long term interests of 4. PLDT WEBSITE
the company as a means to make it credible and - Policies, Processes and Practices>Code of Business Conduct and
trustworthy, not only in day-to-day operations but Ethics
also with respect to longer term commitments. To
E.2.2 Does the company disclose that all directors/ make the objectives of the board clear and Yes The requirement that all directors, senior management and
commissioners, senior management and employees operational, many companies have found it useful to employees are required to comply with the Code of Business
are required to comply with the code? develop company codes of conduct based on, inter Conduct and Ethics is disclosed.
alia, professional standards and sometimes broader PUBLIC DISCLOSURES:
codes of behaviour. The latter might include a 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Code of
voluntary commitment by the company (including its Business Conduct and Ethics, Sec. B.1, pp. 19-21 PDF
subsidiaries) to comply with the OECD Guidelines for 2. CODE OF BUSINESS CONDUCT & ETHICS, pp. 1-6 PDF
Multinational Enterprises which reflect all four 3. ANNUAL REPORTS FOR 2013, Code of Business Conduct and Ethics
principles contained in the ILO Declaration on - 2013 ANNUAL REPORT, p. 41 PDF
Fundamental Labour Rights. - 2013 ANNUAL REPORT ON 20-F, pp. 149-150 PDF
4. PLDT WEBSITE
- Policies, Processes and Practices>Code of Business Conduct and
Ethics
E.2.3 Does the company disclose how it implements and (cont.) Yes The implementation and monitoring of compliance with the
monitors compliance with the code of ethics or Code of Business Conduct and Ethics is disclosed.
conduct? Company-wide codes serve as a standard for
conduct by both the board and key executives, PUBLIC DISCLOSURES:
setting the framework for the exercise of judgement 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re the
in dealing with varying and often conflicting implementation and monitoring of the Code of Business Conduct
constituencies. At a minimum, the ethical code and Ethics, Sec. B.3, pp. 21-22 PDF
should set clear limits on the pursuit of private 2. CODE OF BUSINESS CONDUCT & ETHICS, Implementation and
interests, including dealings in the shares of the monitoring of the Code, pp. 4-6 PDF
company. An overall framework for ethical conduct 3. ANNUAL REPORTS FOR 2013
goes beyond compliance with the law, which should - 2013 ANNUAL REPORT, Procedures and Practices and
Monitoring and Evaluation, pp. 41-43 PDF
always be a fundamental requirement.
4. PLDT WEBSITE Monitoring and Evaluation
Board Structure & Composition

E.2.4 Do independent directors/commissioners make up OECD PRINCIPLE VI (E) - In order to exercise its duties Yes Alternative Standard: The Boards independent, balanced and
at least 50% of the board of directors/ of monitoring managerial performance, preventing effective oversight over Management is ensured by:
commissioners? conflicts of interest and balancing competing - 3 independent directors (IDs);
demands on the corporation, it is essential that the - 7 non-executive directors out of a total of 13 directors;
board is able to exercise objective judgment. In the - an Audit Committee composed entirely of IDs;
first instance this will mean independence and - a Governance and Nomination Committee with IDs
objectivity with respect to management with import- constituting a majority of voting members; and
ant implications for the composition and structure of - an Executive Compensation Committee with IDs
the board. Board independence in these circum- constituting a majority of voting members, with the
stances usually requires that a sufficient number of aforementioned Board committees having only IDs or
board members will need to be independent of ma- non-executive directors as voting members.
nagement. The ASX Code recommends at least a ma- Please see Item E.2.27 re: OECD on functional equivalence.
jority of independent directors, while the UK Code PUBLIC DISCLOSURES:
recommends at least half of the board, excluding the 1. 2013 ANNUAL REPORT, pp. 48-50 PDF
Chairman, be independent directors. The minimum 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board
of three independent directors is to ensure that Matters, Sec. A.1(a), p. 4 PDF
companies with small boards have enough independ- 3. MANUAL ON CORPORATE GOVERNANCE, Secs. 2.1.1(b) and 2.2.1(b), pp.
ent directors (note that stock exchange rules often 3-4, 8-9 PDF PDF
require at least two independent directors). 4. CHARTERS OF THE BOARD COMMITTEES PDF
E.2.5 Are the independent directors/commissioners OECD PRINCIPLE VI (E) Yes Independent directors are independent of management and
independent of management and major/substantial In order to exercise its duties of monitoring major/substantial shareholders.
shareholders? managerial performance, preventing conflicts of PUBLIC DISCLOSURES:
interest and balancing competing demands on the 1. BY-LAWS, Article V, Sec. 2 (Definition of Independent Director),
corporation, it is essential that the board is able to page 10 PDF
exercise objective judgment. In the first instance this 2. MANUAL ON CORPORATE GOVERNANCE, Annex A, Definition of
will mean independence and objectivity with respect Independent Director, pp. 21-22 PDF
to management with important implications for the 3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re definition
composition and structure of the board. Board of independence, Sec. A.4, p. 12 PDF
independence in these circumstances usually 4. ANNUAL REPORTS FOR 2013, Board of Directors
requires that a sufficient number of board members - 2013 ANNUAL REPORT, p. 31 PDF
will need to be independent of management. - 2013 Annual Report on 17-A, p. 102 PDF
The variety of board structures, ownership patterns - 2013 Annual Report on 20-F, p. 121 PDF
and practices in different countries will thus require
different approaches to the issue of board
objectivity. In many instances objectivity requires
that a sufficient number of board members not be
employed by the company or its affiliates and not be
closely related to the company or its management
through significant economic, family or other ties.
This does not prevent shareholders from being
board members. In others, independence from
controlling shareholders or another controlling body
will need to be emphasised, in particular if the ex-
ante rights of minority shareholders are weak and
opportunities to obtain redress are limited. This has
led to both codes, and the law in some jurisdictions,
to call for some board members to be independent
of dominant shareholders, independence extending
to not being their representative or having close
business ties with them.
E.2.6 Does the company have a term limit of nine years or UK CODE (JUNE 2010) Yes The Company is subject to SEC Memorandum Circular No. 9,
less for its independent directors/commissioners? Non-executive directors should be appointed for Series of 2011, which limits the terms of independent directors
specified terms subject to re-election and to to 5 consecutive years. After the completion of the five-year
statutory provisions relating to the removal of a service, an independent director shall no longer be eligible for
director. Any term beyond six years for a non- election as such, unless such independent director has
executive director should be subject to particularly undergone a cooling off period of 2 years and subject to the
rigorous review, and should take into account the shareholders vote. This standard is consistent with the cited
need for progressive refreshing of the board and to Guiding Reference, the UK Code of 2010.
succession for appointments to the board and to PUBLIC DISCLOSURE:
senior management, so as to maintain an 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re term
appropriate balance of skills and experience within limits, Sec. A.4, p. 12 PDF
the company and on the board.
E.2.7 Has the company set a limit of five board seats in OECD PRINCIPLE VI (E) -- The Company has adopted, in lieu of a one-size-fits-all
publicly-listed companies that an individual director/ (3) Board members should be able to commit quantitative limit which may not give due regard to differences
commissioner may hold simultaneously? themselves effectively to their responsibilities. in individual capacities and nature of directorships, a
Service on too many boards can interfere with the performance-based standard that other directorships should not
E.2.8 Does the company have any independent performance of board members. Companies may -- compromise the capacity of a director to serve or perform
directors/commissioners who serve on a total of wish to consider whether multiple board his/her duties and responsibilities to the Company diligently and
more than five boards of publicly-listed companies? memberships by the same person are compatible efficiently.
with effective board performance and disclose the PUBLIC DISCLOSURES:
information to shareholders. 1. MANUAL ON CORPORATE GOVERNANCE, Directorship in other
Boards, Sec. 2.1.8 and Annex E, pp. 8, 28 PDF PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. A.1.d(4),
p. 9 PDF
E.2.9 Does the company have any executive directors who -- 3. 2013 ANNUAL REPORT, p.31 PDF
serve on more than two boards of listed companies
outside of the group?
Nominating Committee
E.2.10 Does the company have a Nominating Committee OECD PRINCIPLE II (C) Yes PLDT has a Governance and Nomination Committee.
(NC)? (3) Effective shareholder participation in key PUBLIC DISCLOSURES:
corporate governance decisions, such as the 1. MANUAL ON CORPORATE GOVERNANCE, Board Committees and
nomination and election of board members, should Governance and Nomination Committee, Sec. 2.2 and Annex E,
be facilitated. Shareholders should be able to make pp. 8, 28 PDF PDF
their views known on the remuneration policy for 2. GOVERNANCE AND NOMINATION COMMITTEE CHARTER PDF
board members and key executives. The equity 3. ANNUAL CG REPORT, Board Committees
component of compensation schemes for board - UPDATES FOR 2014, Sec. E.1, pp. 7-8 PDF
members and employees should be subject to - CONSOLIDATED UPDATES FOR 2013, Sec. E.1, pp. 33-34 PDF
shareholder approval. 4. ANNUAL REPORTS FOR 2013Governance and Nomination
With respect to nomination of candidates, boards in Committee
many companies have established Nominating - 2013 ANNUAL REPORT, p.36 PDF
Committees to ensure proper compliance with - 2013 Annual Report on 17-A, p. 119 PDF
established nomination procedures and to facilitate - 2013 Annual Report on 20-F, p. 158 PDF
and coordinate the search for a balanced and
qualified board. It is increasingly regarded as good
practice in many countries for independent board
members to have a key role on this committee. To
further improve the selection process, the Principles
also call for full disclosure of the experience and
background of candidates for the board and the
nomination process, which will allow an informed
assessment of the abilities and suitability of each
candidate.
E.2.11 Does the Nominating Committee comprise of a OECD PRINCIPLE VI (E) Yes Majority of the members of the Governance and Nomination
majority of independent directors/commissioners? (1) Boards should consider assigning a sufficient Committee are independent directors.
number of non-executive board members capable of PUBLIC DISCLOSURES:
exercising independent judgement to tasks where 1. GOVERNANCE AND NOMINATION COMMITTEE CHARTER, Sec. 3.1(a)
there is a potential for conflict of interest. Examples PDF
of such key responsibilities are ensuring the integrity 2. ANNUAL CG REPORT, Governance and Nomination Committee
of financial and non-financial reporting, the review - UPDATES FOR 2014, p. 9 PDF
of related party transactions, nomination of board - CONSOLIDATED UPDATES FOR 2013, Sec. E.2(c), pp. 37-38 PDF
members and key executives, and board 3. ANNUAL REPORTS FOR 2013, Governance and Nomination
remuneration. Committee
E.2.12 Is the chairman of the Nominating Committee an This item is in most codes of corporate governance. -- The Chairman of the Governance and Nomination Committee is
independent director/commissioner? a non-executive director.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT, Governance and Nomination Committee
- CONSOLIDATED UPDATES FOR 2013, Sec. E2(c), p. 37 PDF
E.2.13 Does the company disclose the terms of reference/ OECD PRINCIPLE VI (E) Yes The Governance and Nomination Committees Charter,
governance structure/charter of the Nominating (2) When committees of the board are established, governance structure and terms of reference are disclosed.
Committee? their mandate, composition and working procedures PUBLIC DISCLOSURES:
should be well defined and disclosed by the board. 1. PLDT WEBSITE PLDT Leadership>Governance and Nomination
While the use of committees may improve the work Committee Charter
of the board they may also raise questions about the 2. ANNUAL CG REPORT
collective responsibility of the board and of - UPDATES FOR 2014, Sec. E.1, pp. 7-8 PDF
individual board members. In order to evaluate the - CONSOLIDATED UPDATES FOR 2013, Sec. E.1, pp. 33-34 PDF
merits of board committees it is therefore important 3. ANNUAL REPORTS FOR 2013, Governance and Nomination
that the market receives a full and clear picture of Committee
their purpose, duties and composition. - 2013 ANNUAL REPORT, p. 36 PDF
Such information is particularly important in an - 2013 ANNUAL REPORT ON 17-A, p. 112 PDF
increasing number of jurisdictions where boards are - 2013 ANNUAL REPORT ON 20-F, p. 123 PDF
establishing independent Audit Committees with
powers to oversee the relationship with the external
auditor and to act in many cases independently.
Other such committees include those dealing with
nomination and compensation. The accountability of
the rest of the board and the board as a whole
should be clear. Disclosure should not extend to
committees set up to deal with, for example,
confidential commercial transactions.
Given the responsibilities of the NC spelt out in
codes of corporate governance, the NC is unlikely to
be fulfilling these responsibilities effectively if it is
only meeting once a year. Globally, the NC of large
companies would meet several times a year.
E.2.14 Did the Nominating Committee meet at least twice Yes The Governance and Nomination Committee held 4 meetings in
during the year? 2013.
PUBLIC DISCLOSURES:
1. 2013 ANNUAL REPORT, Governance and Nomination Committee,
p. 36 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. E.2(c), pp. 37-38 PDF
3. PLDT WEBSITE
- Governance Structures>Governance and Nomination
Committee>Meetings in 2013
E.2.15 Is the attendance of members at Nominating Yes Attendance of members at the meetings of the Governance and
Committee meetings disclosed? Nomination Committee is disclosed.
PUBLIC DISCLOSURES:
1. 2013 ANNUAL REPORT, Governance and Nomination Committee,
p. 36 PDF
- ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. E.2(c), p.
37-38 PDF
3. PLDT WEBSITE
- Governance Structures>Governance and Nomination
Remuneration Committee/ Compensation Committee

E.2.16 Does the company have a Remuneration OECD PRINCIPLE VI (D) Yes The Company has an Executive Compensation Committee.
Committee? (4) Aligning key executive and board remuneration PUBLIC DISCLOSURES:
with the longer term interests of the company and 1. MANUAL ON CORPORATE GOVERNANCE, Board Committees and
its shareholders. Executive Compensation Committee, Sec. 2.2, Annex F PDF PDF
It is considered good practice in an increasing 2. EXECUTIVE COMPENSATION COMMITTEE CHARTER, pp. 1 19 PDF
number of countries that remuneration policy and 3. ANNUAL CG REPORT, Executive Compensation Committee
employment contracts for board members and key - UPDATES FOR 2014, E.1, p. 8 PDF
executives be handled by a special committee of the - CONSOLIDATED UPDATES FOR 2013, Sec. E.1, pp. 34-35 PDF
board comprising either wholly or a majority of 4. ANNUAL REPORTS FOR 2013, , Executive Compensation
independent directors. There are also calls for a Committee
Remuneration Committee that excludes executives - 2013 ANNUAL REPORT, p.37 PDF
that serve on each others Remuneration - 2013 Annual Report on 17-A, pp. 112 and 119 PDF
Committees, which could lead to conflicts of - 2013 20-F Annual Report on 20-F, p. 158 PDF
interest.
E.2.17 Does the Remuneration Committee comprise of a Yes Majority of the members of the Executive Compensation
majority of independent directors/commissioners? Committee are independent directors.
PUBLIC DISCLOSURES:
1. EXECUTIVE COMPENSATION COMMITTEE CHARTER, Sec. 3.1(a) , p. 4
PDF
2. ANNUAL CG REPORT, Executive Compensation Committee
- CONSOLIDATED UPDATES FOR 2013, Sec. E.2 (d), p. 38 PDF
3. ANNUAL REPORTS FOR 2013, Executive Compensation Committee
- 2013 ANNUAL REPORT ON 17-A, pp. 112 and 119 PDF
E.2.18 Is the chairman of the Remuneration Committee an -- The Chairman of the Executive Compensation Committee is a
independent director/commissioner? non-executive director.
PUBLIC DISCLOSURES:
- CONSOLIDATED UPDATES FOR 2013, Sec. E.2 (d), p. 38 PDF
E.2.19 Does the company disclose the terms of reference/ OECD PRINCIPLE VI (E) Yes The Executive Compensation Committees Charter, governance
governance structure/charter of the Remuneration (2) When committees of the board are established, structure and the terms of reference are disclosed.
Committee? their mandate, composition and working procedures PUBLIC DISCLOSURES:
should be well defined and disclosed by the board. 1. PLDT WEBSITE
While the use of committees may improve the work - PLDT Leadership>Executive Compensation Committee Charter
of the board they may also raise questions about the 2. ANNUAL CG REPORT, Executive Compensation Committee
collective responsibility of the board and of - UPDATES FOR 2014, Sec. E.1, p. 8 PDF
individual board members. In order to evaluate the - CONSOLIDATED UPDATES FOR 2013, Sec. E.1, pp. 34-35 PDF
merits of board committees, it is therefore 3. ANNUAL REPORTS FOR 2013, Executive Compensation Committee
important that the market receives a full and clear - 2013 ANNUAL REPORT, p. 37 PDF
picture of their purpose, duties and composition. - 2013 ANNUAL REPORT ON 17-A, p. 112 PDF
Such information is particularly important in an - 2013 ANNUAL REPORT ON 20-F, p. 123 PDF
increasing number of jurisdictions where boards are
E.2.20 Did the Remuneration Committee meet at least establishing independent Audit Committees with Yes The Executive Compensation Committee held 3 meetings in
twice during the year? powers to oversee the relationship with the external 2013.
auditor and to act in many cases independently. PUBLIC DISCLOSURES:
Other such committees include those dealing with 1. 2013 ANNUAL REPORT, Executive Compensation Committee, p.
nomination and compensation. The accountability of 37 PDF
the rest of the board and the board as a whole 2. ANNUAL CG REPORT, Executive Compensation Committee
should be clear. Disclosure should not extend to - UPDATES FOR 2014, p. 10 PDF
committees set up to deal with, for example, - CONSOLIDATED UPDATES FOR 2013, Sec. E.2(d), p.38 PDF
confidential commercial transactions. 3. PLDT WEBSITE
- Governance Structures>Executive Compensation
Given the responsibilities of the Remuneration Committee>Meetings in 2013
Committee (RC) which are spelt out in codes of
corporate governance, the RC is unlikely to be
fulfilling these responsibilities effectively if it only
meets once a year. Globally, the RC of large
companies would meet several times a year.
E.2.21 Is the attendance of members at Remuneration Yes Attendance of the members at the meetings of the Executive
Committee meetings disclosed? Compensation Committee is disclosed.
PUBLIC DISCLOSURES:
1. 2013 ANNUAL REPORT, Executive Compensation Committee, p.
37 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. E.2 (d), p.38 PDF
3. PLDT WEBSITE
- Governance Structures>Executive Compensation
Audit Committee
E.2.22 Does the company have an Audit Committee? OECD PRINCIPLE VI (E) Yes The Company has an Audit Committee.
(1) Boards should consider assigning a sufficient PUBLIC DISCLOSURES:
number of non-executive board members capable of 1. MANUAL ON CORPORATE GOVERNANCE, Audit Committee, Sec. 2.2
exercising independent judgement to tasks where and Annex D, pp. 8, 26 PDF PDF
there is a potential for conflict of interest. 2. AUDIT COMMITTEE CHARTER, pp. 1 to 23 PDF
Examples of such key responsibilities are ensuring 3. ANNUAL CG REPORT, Audit Committee
- UPDATES FOR 2014, pp. 6-7 PDF
the integrity of financial and non-financial reporting, - CONSOLIDATED UPDATES FOR 2013, Sec. E.1, p. 33 PDF
the review of related party transactions, nomination 4. ANNUAL REPORTS FOR 2013, Audit Committee
of board members and key executives, and board - 2013 ANNUAL REPORT, pp. 3435 PDF
remuneration. - 2013 ANNUAL REPORT ON 17-A, pp. 110 - 111 PDF
- 2013 ANNUAL REPORT ON 20-F, pp. 121 - 123 PDF
E.2.23 Does the Audit Committee comprise entirely of non- OECD PRINCIPLE VI (E) Yes The Audit Committee is comprised entirely of independent
executive directors/commissioners with a majority (2) When committees of the board are established, directors. All of its 3 members are independent directors.
of independent directors/commissioners? their mandate, composition and working procedures PUBLIC DISCLOSURES:
should be well defined and disclosed by the board. 1. AUDIT COMMITTEE CHARTER, Sec. 3.1(a), p.3 PDF
While the use of committees may improve the work 2. ANNUAL CG REPORT, Audit Committee
of the board they may also raise questions about the - UPDATES FOR 2014, p. 9 PDF
collective responsibility of the board and of - CONSOLIDATED UPDATES FOR 2013, Sec. E.2(b), p. 36 PDF
individual board members. In order to evaluate the 3. ANNUAL REPORTS FOR 2013, Audit Committee
merits of board committees, it is therefore - 2013 ANNUAL REPORT, pp. 34 - 35 PDF
important that the market receives a full and clear - 2013 ANNUAL REPORT ON 17-A, pp. 110 - 111 PDF
picture of their purpose, duties and composition. - 2013 ANNUAL REPORT ON 20-F, pp. 121 123 PDF
Such information is particularly important in the
E.2.24 Is the chairman of the Audit Committee an increasing number of jurisdictions where boards are Yes The Audit Committee Chairman is an independent director.
independent director/commissioner? establishing independent Audit Committees with PUBLIC DISCLOSURES:
powers to oversee the relationship with the external 1. AUDIT COMMITTEE CHARTER, Sec. 3.1(a), p. 3 PDF
auditor and to act in many cases independently. 2. ANNUAL CG REPORT, Audit Committee
Other such committees include those dealing with - UPDATES FOR 2014, p. 9 PDF
nomination and compensation. The accountability of - CONSOLIDATED UPDATES FOR 2013, Sec. E.2(b), p. 36 PDF
the rest of the board and the board as a whole 3. ANNUAL REPORTS FOR 2013, Audit Committee
should be clear. Disclosure should not extend to - 2013 Annual Report, pp. 34 - 35 PDF
committees set up to deal with, for example, - 2013 ANNUAL REPORT ON 17-A, pp. 110 - 111 PDF
confidential commercial transactions. - 2013 ANNUAL REPORT ON 20-F, pp. 121 - 123 PDF
E.2.25 Does the company disclose the terms of reference/ Yes The Audit Committees Charter, governance structure and terms
governance structure/charter of the Audit of reference are disclosed.
Committee? PUBLIC DISCLOSURES:
1. PLDT WEBSITE Company Leadership>Audit Committee Charter
2. ANNUAL CG REPORT, Audit Committee
- UPDATES FOR 2014, Sec. E.1, pp. 6-7 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. E.1, p. 33 PDF
3. ANNUAL REPORTS FOR 2013, Audit Committee
E.2.26 Does the Annual Report disclose the profile or Most codes specify the need for accounting/finance Yes The Annual Report discloses the profile and qualifications of the
qualifications of the Audit Committee members? expertise or experience. Audit Committee members.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Audit
Committee, Sec. E.2(b), pp. 36 to 37 PDF
- 2013 ANNUAL REPORT, pp. 34 - 35 PDF
- 2013 ANNUAL REPORT ON 17-A, pp. 110111; also 101-107 PDF
- 2013 ANNUAL REPORT ON 20-F, pp. 121123; also 110-118 PDF
E.2.27 Does at least one of the independent directors/ UK CODE (JUNE 2010) Yes Each member of the Audit Committee is financially literate and
commissioners of the committee have accounting C.3.1. The board should satisfy itself that at least the Chairman has accounting or related financial management
expertise (accounting qualification or experience)? one member of the Audit Committee has recent and expertise. One of the advisors of the Audit Committee is a
relevant financial experience. certified public accountant and a financial management expert.
As many of the key responsibilities of the Audit One member of the Audit Committee is a former Supreme Court
Committee are accounting-related, such as oversight Justice, and the two other members are Chairman or President
of financial reporting and audits, it is important to of various companies, with over 10 years of experience in such
have someone specifically with accounting capacities. The foregoing credentials of the Audit Committee is,
expertise, not just general financial expertise. collectively, at least functionally equivalent, and may even be a
higher standard, in terms of providing financial and accounting
expertise, independence and integrity to the Audit Committee.
Functional equivalence is recognized in the OECD Methodology for
Assessing the Implementation of the OECD Principles of Corporate
Governance. See link, at p. 9:
http://www.oecd.org/corporate/ca/corporategovernanceprinciple
s/37776417.pdf
PUBLIC DISCLOSURES:
1. AUDIT COMMITTEE CHARTER, Sec. 3.2, pp. 4 to 5 PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Audit
Committee, Sec. E.2(b), pp. 36 to 37 PDF
- 2013 ANNUAL REPORT ON 17-A, pp. 110111; also 101-107 PDF
- 2013 ANNUAL REPORT ON 20-F, pp. 121123; also 110-118 PDF
E.2.28 Did the Audit Committee meet at least four times Yes The Audit Committee held 8 meetings in 2013.
during the year? PUBLIC DISCLOSURES:
1. AUDIT COMMITTEE CHARTER, Sec. 4.1 (a), p. 5 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. E.2(b), p. 36 PDF
- 2013 ANNUAL REPORT ON 17-A, Audit Committee Report, p. 111
PDF
- 2013 ANNUAL REPORT ON 20-F, Audit Committee Report, p. 122
PDF
4. PLDT WEBSITE
- Governance Structures >Audit Committee> Meetings in
2013
E.2.29 Is the attendance of members at Audit Committee Yes Attendance of the members at the meetings of the Audit
meetings disclosed? Committee is disclosed.
PUBLIC DISCLOSURES:
1. 2013 ANNUAL REPORT, Audit Committee, p. 35 PDF
- CONSOLIDATED UPDATES FOR 2013, Sec. E.2(b), p. 36 PDF
3. PLDT WEBSITE
- Governance Structures >Audit Committee> Meetings in
2013
E.2.30 Does the Audit Committee have primary UK CODE (JUNE 2010) Yes The Audit Committee has the duty and power to select and
responsibility for recommendation on the C.3.6 The Audit Committee should have primary appoint the External Auditor and remove or replace the External
appointment, re-appointment and removal of the responsibility for making a recommendation on the Auditor as it may deem necessary or appropriate.
external auditor? appointment, reappointment and removal of the PUBLIC DISCLOSURES:
external auditor. If the board does not accept the 1. AUDIT COMMITTEE CHARTER, Audit Committee Charter-Schedule,
Audit Committees recommendation, it should Duties and Powers, Sec. 1.2, p. 11 PDF
include in the Annual Report, and in any papers 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Audit
recommending appointment or re-appointment, a Committee, Sec. E.2(b), p. 37 PDF
statement from the Audit Committee explaining the 3. ANNUAL REPORTS FOR 2013, Audit Committee
recommendation and should set out reasons why - 2013 ANNUAL REPORT, Audit Committee Report, pp. 3435, 103
the board has taken a different position. PDF PDF
- 2013 ANNUAL REPORT ON 17-A, pp. 110111 PDF
- 2013 ANNUAL REPORT ON 20-F, Audit Committee Report, pp.
121-123 PDF
E.3 Board Processes
Board meetings and attendance

E.3.1 Are the board of directors/commissioners meetings Scheduling board meetings before or at the Yes Meetings of the Board of Directors are scheduled at the
scheduled before or at the beginning of the year? beginning of the year would allow directors to plan beginning of the year.
ahead to attend such meetings, thereby helping to PUBLIC DISCLOSURES:
maximise participation, especially as non-executive 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board
directors often have other commitments. Additional Meetings & Attendance, Sec. C.1, p. 26 PDF
ad hoc meetings can always be scheduled if and 2. BY-LAWS, Article II, Sec. 4, p. 3 PDF
when necessary. It is common practice for boards in 3. 2013 ANNUAL REPORT, Board Responsibilities, p. 32 PDF
developed markets to schedule meetings in this
way.
E.3.2 Does the board of directors/commissioners meet at WORLDBANK PRINCIPLE 6 Yes The Board of Directors holds regular monthly meetings and thus
least six times during the year? (VI.I.24) Does the board meet at least six times per meets more than six (6) times in a year. This is reflected in the
year? directors attendance in Board meetings in 2013.
INDO SCORECARD PUBLIC DISCLOSURES:
E.10. How many meetings were held in the past 1. BY-LAWS, Article II, Sec. 4, p.3 PDF
year? If the board met more than six times, the firm 2. 2013 ANNUAL REPORT, Board Responsibilities, pp. 3233 PDF
earns a 'Y' score. If four to six meetings, the firm was 3. ANNUAL CG REPORT, Board Meetings & Attendance
scored as fair, while less than four times was - UPDATES FOR 2014, Sec. C.2(a), pp. 5-6 PDF
scored as N - CONSOLIDATED UPDATES FOR 2013, Sec. C.2, pp. 26-27 PDF
4. PLDT WEBSITE Governance Structures
E.3.3 Has each of the directors/commissioners attended OECD PRINCIPLE VI (E) -- Except for two (2) directors, all of the other directors attended at
at least 75% of all the board meetings held during (3) Board members should be able to commit least 83% of the meetings held in 2013.
the year? themselves effectively to their responsibilities. PUBLIC DISCLOSURES:
Specific limitations may be less important than 1. 2013 ANNUAL REPORT, Board Responsibilities, p. 33 PDF
ensuring that members of the board enjoy 2. PLDT WEBSITE Governance Structures
legitimacy and confidence in the eyes of 3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board
shareholders. Achieving legitimacy would also be Meetings & Attendance, Sec. C.2, pp. 26-27 PDF
facilitated by the publication of attendance records
for individual board members (e.g., whether they
have missed a significant number of meetings) and
any other work undertaken on behalf of the board
and the associated remuneration.
E.3.4 Does the company require a minimum quorum of at WORLDBANK PRINCIPLE 6 Yes A quorum of at least 2/3 of the members of the Board is present
least 2/3 for board decisions? (VI.I.28) Is there a minimum quorum of at least 2/3 during each meeting, as a matter of practice and consistent with
for board decisions to be valid? the directors duties to the Company. This is reflected in the
directors attendance in Board meetings in 2013.
PUBLIC DISCLOSURES:
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, , Board
Meetings & Attendance, Sec. C.4, p. 27 PDF
3. PLDT WEBSITE Governance Structures>Board Meetings in 2013
E.3.5 Did the non-executive directors/commissioners of WORLDBANK PRINCIPLE 6 Yes Non-executive directors meet separately at least once during the
the company meet separately at least once during (VI.E.1.6) Does the corporate governance framework year without any executives present.
the year without any executives present? require or encourage boards to conduct executive PUBLIC DISCLOSURES:
sessions? 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board
Meetings & Attendance, Sec. C.3, p. 27 PDF
2. MANUAL ON CORPORATE GOVERNANCE, Board Meetings, Sec.
2.1.6(e), p. 8 PDF
3. 2013 ANNUAL REPORT ON 20-F, Meetings of non-management/
independent directors, p. 158 PDF
Access to information
E.3.6 Are board papers for board of directors/ OECD PRINCIPLE VI Yes Board papers are supplied at least five (5) business days in
commissioners meetings provided to the board at (F) In order to fulfil their responsibilities, board advance of the meeting.
least five business days in advance of the board members should have access to accurate, relevant PUBLIC DISCLOSURE:
meeting? and timely information. 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re Board
Board members require relevant information on a papers, C.5(a), p. 27 PDF
timely basis in order to support their decision- 2. MANUAL ON CORPORATE GOVERNANCE, Board Meetings,
making. Non-executive board members do not Sec. 2.1.6 (e), p. 8 PDF
typically have the same access to information as key
managers within the company. The contributions of
non-executive board members to the company can
be enhanced by providing access to certain key
managers within the company such as, for example,
the company secretary and the internal auditor, and
recourse to independent external advice at the
expense of the company. In order to fulfil their
responsibilities, board members should ensure that
they obtain accurate, relevant and timely
information.
WORLDBANK PRINCIPLE 6
(VI.F.2) Does such information need to be provided
to the board at least five business days in advance of
the board meeting?
E.3.7 Does the company secretary play a significant role in OECD PRINCIPLE VI (F) Yes The Corporate Secretary plays a very significant role in
supporting the board in discharging its ICSA Guidance on the Corporate Governance Role of supporting the Board in discharging its duties and
responsibilities? the Company Secretary responsibilities.
WORLDBANK PRINCIPLE 6 PUBLIC DISCLOSURES:
(VI.D.2.12) Do company boards have a professional 1. BY-LAWS, Article VIII, Secretary and Assistant Secretary, pp. 20
and qualified company secretary? to 21 PDF
2. MANUAL ON CORPORATE GOVERNANCE, The Corporate Secretary
and Assistant Corporate Secretary, Sec. 2.5, pp. 12-13 PDF
Corporate Secretary, Sec. C.5 (c), p. 28 PDF
4. ANNUAL REPORTS FOR 2013, Corporate Secretary
E.3.8 Is the company secretary trained in legal, Yes The Corporate Secretary and the Assistant Corporate Secretary
accountancy or company secretarial practices? are duly licensed attorneys-at-law.
PUBLIC DISCLOSURES:
Corporate Secretary, Sec. C.5 (d), p. 28 PDF
2. MANUAL ON CORPORATE GOVERNANCE, The Corporate Secretary
and Assistant Corporate Secretary, Sec. 2.5.1, pp. 12-13 PDF
3. ANNUAL REPORTS FOR 2013, Corporate Secretary
Board Appointments and Re-Election

E.3.9 Does the company disclose the criteria used in OECD PRINCIPLE II (C) (3) Yes The criteria used in selecting new directors are disclosed.
selecting new directors/commissioners? To further improve the selection process, the PUBLIC DISCLOSURES:
Principles also call for full disclosure of the 1. BY-LAWS, Article V, re selection of directors, Secs. 2-5 and 6 to 7,
experience and background of candidates for the pp. 10 to 14 PDF
board and the nomination process, which will allow 2. MANUAL ON CORPORATE GOVERNANCE, re director qualifications and
an informed assessment of the abilities and disqualification, Annexes A, B and C, pp. 21- 26 PDF
suitability of each candidate. 3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re selection
OECD Principle VI (D) of directors, Sec. A.5(b), Annexes C-A.4, C-A.5, pp. 13-15, 76, 78
(5) Ensuring a formal and transparent board PDF PDF PDF (See also Secs. A.3 and A.4.)
nomination and election process. 4. GOVERNANCE AND NOMINATION COMMITTEE CHARTER, Schedule, Sec.
These Principles promote an active role for B.1, Annexes A and B, pp. 13-14, 16-18 PDF PDF PDF
shareholders in the nomination and election of 5. AGM MINUTES - FOR THE 2014 AGM, Item 5, p. 8 PDF
board members. The board has an essential role to - FOR THE 2013 AGM, Item 5, p. 7 PDF
play in ensuring that this and other aspects of the 6. PLDT WEBSITE
- Governance Structure>Board Activities>Pre-screening of
nominations and election process are respected.
nominees for directors and appointment of officers
First, while actual procedures for nomination may
- Guidelines on the Search, Screening and Selection of Directors
differ among countries, the board or a nomination
E.3.10 Does the company disclose the process followed in committee has a special responsibility to make sure Yes The process followed in appointing new directors is disclosed.
appointing new directors/commissioners? that established procedures are transparent and PUBLIC DISCLOSURES:
respected. Second, the board has a key role in 1. BY-LAWS, Article V, re selection of directors, Secs. 2-7, pp. 10-14
identifying potential members for the board with PDF
the appropriate knowledge, competencies and 2. MANUAL ON CORPORATE GOVERNANCE, re director qualifications and
expertise to complement the existing skills of the disqualification Annexes A, B and C, pp. 21-26 PDF
board and thereby improve its value-adding 3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re selection
potential for the company. In several countries there of directors, Secs. A.3 A.5, pp. 11-16 PDF
are calls for an open search process extending to a 4. GOVERNANCE AND NOMINATION COMMITTEE CHARTER, Schedule, Sec.
broad range of people. B.1, pp. 13-14 PDF
ICGN: 2.9.1 5. AGM MINUTES - FOR THE 2014 AGM, Item 5, p. 8 PDF
Election of directors: Directors should be conscious - FOR THE 2013 AGM, Item 5, p. 7 PDF
of their accountability to shareholders, and many 6. PLDT WEBSITE Governance Structure>Board Activities>Pre-
jurisdictions have mechanisms to ensure that this is screening of nominees for directors and appointment of officers
E.3.11 Are all the directors/commissioners subject to re- (cont.) Yes Directors are subject to re-election every year. This is required
election at least once every three years? in place on an on-going basis. There are some under Philippine law.
markets however where such accountability is less PUBLIC DISCLOSURES:
apparent and in these each director should stand for 1. BY-LAWS, Article V, re directors term, Sec. 1, p. 9 PDF
election on an annual basis. Elsewhere directors 2. ANNUAL REPORTS FOR 2013, re directors term
should stand for election at least once every three - 2013 ANNUAL REPORT ON 17-A, p. 101 PDF
years, though they should face evaluation more - 2013 ANNUAL REPORT ON 20-F, p. 110, 119 PDF
frequently. 3. AGM NOTICE OF MEETING OF STOCKHOLDERS, AGENDA AND
WORLDBANK PRINCIPLE 6 INFORMATION STATEMENT for 2014, pp. 11 - 19 PDF
(VI.I.18) Can the re-election of board members be
staggered over time? (Staggered boards are those
where only a part of the board is re-elected at each
election, e.g., only 1/3 of directors are re-elected
every year.)
Remuneration Matters
E.3.12 Does the company disclose its remuneration (fees, OECD PRINCIPLE VI (D) Yes Remuneration policy and practices, including the use of short
allowances, benefit-in-kind and other emoluments) (4) Aligning key executive and board remuneration term and long term incentives and performance measures, for
policy/practices (i.e., the use of short term and long with the longer term interests of the company and its executive directors and CEO are disclosed.
term incentives and performance measures) for its its shareholders. PUBLIC DISCLOSURES:
executive directors and CEO? In an increasing number of countries it is regarded 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
as good practice for boards to develop and disclose Remuneration Matters, Secs. D.2 and D.4(b) PDF PDF
a remuneration policy statement covering board 2. ANNUAL REPORTS FOR 2013, Executive Compensation
members and key executives. Such policy - 2013 ANNUAL REPORT ON 17-A, pp. 113117 PDF
statements specify the relationship between - 2013 ANNUAL REPORT ON 20-F, pp. 119-121 PDF
remuneration and performance, and include - 2013 ANNUAL REPORT, p. 33 PDF
measurable standards that emphasise the longer run 3. AGM NOTICE OF MEETING OF STOCKHOLDERS, AGENDA AND
interests of the company over short term INFORMATION STATEMENT for 2014, pp. 3031 PDF
considerations. Policy statements generally tend to
set conditions for payments to board members for
extra-board activities, such as consulting. They also
often specify terms to be observed by board
members and key executives about holding and
(cont.)
trading the stock of the company, and the
procedures to be followed in granting and re-pricing
of options. In some countries, policy also covers the
payments to be made when terminating the
contract of an executive.
E.3.13 Is there disclosure of the fee structure for non- UK CODE (JUNE 2010) Yes The fee structure for non-executive directors and independent
executive directors/commissioners? D.1.3 Levels of remuneration for non-executive directors is disclosed.
directors should reflect the time commitment and PUBLIC DISCLOSURES:
responsibilities of the role. 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
Disclosure of fee structure for non-executive Remuneration Matters, Sec. D, pp. 30 to 33 PDF
directors allows shareholders to assess if these 2. ANNUAL REPORTS FOR 2013, Executive Compensation
directors are remunerated in an appropriate - 2013 ANNUAL REPORT ON 17-A, pp. 113117 PDF
manner, for example, whether they are paid for - 2013 ANNUAL REPORT ON 20-F, pp. 119-121 PDF
taking on additional responsibilities and - 2013 ANNUAL REPORT, p. 33 PDF
contributions, such as chairing committees. 3. AGM NOTICE OF MEETING OF STOCKHOLDERS, AGENDA AND
INFORMATION STATEMENT for 2014, pp. 3032 PDF
E.3.14 Do the shareholders or the Board of Directors OECD PRINCIPLE VI (D.4) Yes The Board of Directors, as assisted by its Executive
approve the remuneration of the executive directors The Board should fulfil certain key functions Compensation Committee, approves the remuneration of the
and/or the senior executives? including aligning key executive and board executive directors and/or the senior executives. Equity-based
remuneration with the longer term interests of the plans and long-term incentive plans for Officers which the
company and its shareholders. Executive Compensation Committee may recommend are
ICGN 2.3 (D) and (E) subject to the review and approval by the Board and, as
D. Selecting, remunerating, monitoring and where applicable, stockholders approval.
necessary replacing key executives and overseeing PUBLIC DISCLOSURES:
succession planning. 1. BY-LAWS, Art. V, re directors remuneration, Sec. 9 (o), p. 17 PDF
E. Aligning key executives and Board remuneration 2. MANUAL ON CORPORATE GOVERNANCE, Compensation, Sec.
with the longer term interest of the company and its 2.4.2, p. 12 PDF
shareholders. 3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
Remuneration Matters, Sec. D.2, p. 31 PDF
4. EXECUTIVE COMPENSATION COMMITTEE CHARTER, ECC Charter-
Schedule, Secs. II.A.(i) and (ii); II.B.(i) to (iii), pp. 10-11 PDF
E.3.15 Do independent non-executive directors/ UK CODE (JUNE 2010) No Independent directors do not receive any options, performance
commissioners receive options, performance shares (D.1.3) Levels of remuneration for non-executive share or bonuses.
or bonuses? directors should reflect the time commitment and PUBLIC DISCLOSURES:
responsibilities of the role. Remuneration for non- 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013,
executive directors should not include share options Remuneration Matters, Sec. D.4(a), p. 32 PDF
or other performance-related elements. If, by 2. MANUAL ON CORPORATE GOVERNANCE, Compensation of
exception, options are granted, shareholder Directors, Sec. 2.1.7, p. 8 PDF
approval should be sought in advance and any 3. ANNUAL REPORTS FOR 2013, Executive Compensation
shares acquired by exercise of the options should be - 2013 ANNUAL REPORT ON 17-A, pp. 113117 PDF
held until at least one year after the non-executive - 2013 Annual Report on 20-F, pp. 119-121 PDF
director leaves the board. Holding of share options 4. NOTICE OF MEETING OF STOCKHOLDERS, AGENDA AND INFORMATION
could be relevant to the determination of a non- STATEMENT for the 2014 AGM , pp. 3132 PDF
executive directors independence (as set out in
provision B.1.1).
ASX CODE
Box 8.2: Guidelines for non-executive director
remuneration
Companies may find it useful to consider the
following when considering non-executive director
remuneration:
1. Non-executive directors should normally be
remunerated by way of fees, in the form of cash,
noncash benefits, superannuation contributions or
salary sacrifice into equity; they should not normally
participate in schemes designed for the
remuneration of executives.
2. Non-executive directors should not receive
options or bonus payments.
3. Non-executive directors should not be provided
with retirement benefits other than superannuation.
Internal Audit
E.3.16 Does the company have a separate internal audit OECD PRINCIPLE VI (D) Yes The Company has a separate internal audit function.
function? (7) Ensuring the integrity of the corporations PUBLIC DISCLOSURES:
accounting and financial reporting systems, 1. MANUAL ON CORPORATE GOVERNANCE, Internal Auditor, Sec. 2.6,
including the independent audit, and that pp. 13-14 PDF
appropriate systems of control are in place, in 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Internal
particular, systems for risk management, financial Audit, Sec. G.2(a), p. 46 PDF
and operational control, and compliance with the 3. ANNUAL REPORTS FOR 2013, Internal Audit Organization
law and relevant standards. - 2013 Annual Report, pp. 34 - 35, 38 - 39 PDF
Ensuring the integrity of the essential reporting and - 2013 Annual Report on 17-A, pp. 110-111 PDF
monitoring systems will require the board to set and - 2013 Annual Report on 20-F, pp. 121123 and 156 PDF
enforce clear lines of responsibility and 4. AUDIT COMMITTEE CHARTER, Sec. 2.3; AC Charter-Schedule-Secs. 2,
accountability throughout the organisation. The 3.3, 3.8 and 4 PDF PDF
board will also need to ensure that there is
appropriate oversight by senior management. One
way of doing this is through an internal audit system
directly reporting to the board.
Companies often disclose that they have an internal
audit but, in practice, it is not uncommon for it to
exist more in form than in substance. For example,
the in-house internal audit may be assigned to
someone with other operational responsibilities. As
internal audit is unregulated, unlike external audit,
there are firms providing outsourced internal audit
services which are not properly qualified to do so.
Making the identity of the head of internal audit or
the external service provider public would provide
some level of safeguard that the internal audit is
substantive.
E.3.17 Is the head of internal audit identified or, if Yes The Head of Internal Audit is identified and disclosed.
outsourced, is the name of the external firm PUBLIC DISCLOSURES:
disclosed? 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Internal
Audit, Sec. G.2(a), p. 46 PDF
2. ANNUAL REPORTS FOR 2013, Directors and Officers-Head of Internal
Audit
- 2013 Annual Report on 17-A, p. 106 PDF
- 2013 Annual Report on 20-F, p. 116 PDF
- 2013 Annual Report, p. 55 PDF
E.3.18 Does the appointment and removal of the internal OECD PRINCIPLE VI (D) (7) Yes In accordance with the Audit Committee Charter, the Audit
auditor require the approval of the Audit In some jurisdictions it is considered good practice Committee reviews the appointment, removal and replacement
Committee? for the internal auditors to report to an independent of the Internal Audit Head/Chief Audit Officer who functionally
Audit Committee of the board or an equivalent body reports directly to the Audit Committee. The Chief Audit
which is also responsible for managing the Executive or the Internal Audit Head is appointed by the Board
relationship with the external auditor, thereby of Directors.
allowing a coordinated response by the board. PUBLIC DISCLOSURES:
WORLDBANK PRINCIPLE 6 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Internal
(VI.D.7.9) Does the internal auditor have direct and Audit, Sec. G.2(b), p. 46 PDF
unfettered access to the board of directors and its 2. AUDIT COMMITTEE CHARTER, Audit Committee Charter-Schedule,
independent Audit Committee? Duties and Powers, Sec. 2.1, p. 12 PDF
3. MANUAL ON CORPORATE GOVERNANCE, Internal Auditor, Sec. 2.6.2
ASX Principles on CG
(a), p. 13 PDF
companies should consider a second reporting
line from the internal audit function to the board or
relevant committee. Under the ASX Principles it is
also recommended that the Audit Committee have
access to internal audit without the presence of
management, and that the audit committee should
recommend to the board the appointment and
dismissal of a chief internal audit executive."
Risk Oversight
E.3.19 Does the company disclose the internal control OECD PRINCIPLE 6 (VI) (D) (7) Yes The internal control procedures and risk management systems in
procedures/risk management systems it has in Ensuring the integrity of the corporations place are disclosed.
place? accounting and financial reporting systems, PUBLIC DISCLOSURES:
including the independent audit, and that 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Risk Policy
appropriate systems of control are in place, in and Control System Set-up, Secs. F.2 and F.3, pp. 42-45 PDF
particular, systems for risk management, financial 2. ANNUAL REPORTS FOR 2013, re risk management
and operational control, and compliance with the - 2013 ANNUAL REPORT ON 17-A, pp. 87-100, 119, F-133 to F-145
law and relevant standards. PDF PDF PDF
- 2013 ANNUAL REPORT ON 20-F, pp. 137-149, 156 PDF PDF
- 2013 ANNUAL REPORT, pp. 38-39, 47 PDF PDF
3. PLDT WEBSITE
- Governance Structures>Board Activities>Financial reporting,
internal control, internal audit and independent audit
- Internal Control System
E.3.20 Does the Annual Report disclose that the board of UK CODE (JUNE 2010) Yes The review conducted by the Board of Directors, as assisted by
directors/commissioners has conducted a review of C.2.1 The board should, at least annually, conduct a its Audit Committee, of the Companys material controls and risk
the company's material controls (including review of the effectiveness of the companys risk management systems is disclosed in the Annual Report.
operational, financial and compliance controls) and management and internal control systems and PUBLIC DISCLOSURES:
risk management systems? should report to shareholders that they have done 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Risk Policy
so. The review should cover all material controls, and Control System Set-up, Sec. F.1(b), p. 42-45 PDF
including financial, operational and compliance 2. ANNUAL REPORTS FOR 2013
controls. - 2013 ANNUAL REPORT, Audit Committee Report, p. 103 PDF
- 2013 ANNUAL REPORT, pp. 34-35, 38-39 and 47 PDF PDF PDF
- 2013 ANNUAL REPORT ON 20-F, pp. 148 - 149 and 156 PDF PDF
E.3.21 Does the company disclose how key risks are OECD PRINCIPLE V (A) Yes The management of key risks is disclosed.
managed? (6) Foreseeable risk factors. PUBLIC DISCLOSURES:
Disclosure of risk is most effective when it is tailored 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Risk Policy
to the particular industry in question. Disclosure and Control System Set-up, Secs. F.2 and F.3, p. 42-45 PDF
about the system for monitoring and managing risk 2. ANNUAL REPORTS FOR 2013, re key risks
is increasingly regarded as good practice. - 2013 ANNUAL REPORT ON 17-A, pp. 87 to 100, 119, F-133 to F-145
PDF
- 2013 ANNUAL REPORT ON 20-F, pp. 137 - 149, and 156 PDF
- 2013 ANNUAL REPORT, pp. 38 to 39, and 47 PDF
3. PLDT WEBSITE Governance Structures>Enterprise risk
management
E.3.22 Does the Annual Report contain a statement from OECD PRINCIPLE 6 (VI) (D) Yes The Annual Report contains an Audit Committee Report that
the board of directors/commissioners or Audit (7) Ensuring the integrity of the corporations pertains to the adequacy of the Companys internal control and
Committee commenting on the adequacy of the accounting and financial reporting systems, risk management system.
company's internal controls/risk management including the independent audit, and that PUBLIC DISCLOSURES:
systems? appropriate systems of control are in place, in 1. 2013 ANNUAL REPORT, Audit Committee Report, p. 103 PDF
particular, systems for risk management, financial 2. 2013 ANNUAL REPORT ON 20-F, re the Audit Committee Report, pp.
and operational control, and compliance with the 122-123 PDF
law and relevant standards. 3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Risk Policy
In some jurisdictions it is considered good practice and Control System Set-up, Sec. F.1(b), p. 42-45 PDF
for the internal auditors to report to an independent
audit committee of the board or an equivalent body
which is also responsible for managing the
relationship with the external auditor, thereby
allowing a coordinated response by the board. It
should also be regarded as good practice for this
committee, or equivalent body, to review and report
to the board the most critical accounting policies
which are the basis for financial reports. However,
the board should retain final responsibility for
ensuring the integrity of the reporting systems.
Some countries have provided for the chair of the
board to report on the internal control process.
E.4 People on the Board
Board Chairman
E.4.1 Do different persons assume the roles of chairman OECD PRINCIPLE VI Yes Different persons assume the roles of Chairman and President &
and CEO? (E) The board should be able to exercise objective CEO.
independent judgement on corporate affairs. PUBLIC DISCLOSURES:
In a number of countries with single tier board 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re the
systems, the objectivity of the board and its Chairman and the CEO, Sec. A.2(a), p. 10 PDF
independence from management may be 2. ANNUAL REPORTS FOR 2013, re the Chairman and the CEO
strengthened by the separation of the role of chief - 2013 ANNUAL REPORT, pp. 4 - 11, 32, 48 and 56 PDF
executive and chairman, or, if these roles are - 2013 ANNUAL REPORT ON 17-A, pp. 101-103,113, and 116 PDF
combined, by designating a lead non-executive - 2013 ANNUAL REPORT ON 20-F, pp. 111 to 113 PDF
director to convene or chair sessions of the outside 3. PLDT WEBSITE
directors. Separation of the two posts may be - Company Leadership
regarded as good practice, as it can help to achieve - Corporate Governance in PLDT
an appropriate balance of power, increase - Governance Structures>Our Board of Directors
accountability and improve the boards capacity for
E.4.2 Is the chairman an independent director/ decision making independent of management. -- The Chairman is a non-executive director.
commissioner? PUBLIC DISCLOSURES:
UK Code (June 2010)
A.3.1 The chairman should on appointment meet 1. ANNUAL CG REPORT, Board of Directors
the independence criteria set out in B.1.1 below. A - UPDATES FOR 2014, A.1(a), p. 4 PDF
chief executive should not go on to be chairman of - CONSOLIDATED UPDATES FOR 2013, A.1(a), p. 1 PDF
E.4.3 Has the chairman been the company CEO in the last the same company. If, exceptionally, a board decides No The Chairman was not the CEO in the last three (3) years.
three years? that a chief executive should become chairman, the
board should consult major shareholders in advance PUBLIC DISCLOSURES:
and should set out its reasons to shareholders at the 1. ANNUAL REPORTS FOR 2013, Board of Directors
time of the appointment and in the next Annual - 2013 ANNUAL REPORT, p. 48 PDF
Report. - 2013 ANNUAL REPORT ON 17-A, p. 101 PDF
ASX Code - 2013 ANNUAL REPORT ON 20-F, p. 111 PDF
Recommendation 3.2 2. PLDT WEBSITE Governance Structures>Our Board of Directors
The chief executive officer should not go on to
become chair of the same company. A former chief
executive officer will not qualify as an
(cont.)
independent director unless there has been a pe-
riod of at least three years between ceasing employ-
ment with the company and serving on the board.
E.4.4 Are the role and responsibilities of the chairman ICGN: 2.5 Role of the Chair Yes The roles and responsibilities of the Chairman are publicly
disclosed? The chair has the crucial function of setting the right disclosed.
context in terms of board agenda, the provision of PUBLIC DISCLOSURES:
information to directors, and open boardroom 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013 (ACGR), re
discussions, to enable the directors to generate the roles and responsibilities of the Chairman, Sec. A.2(b), p. 10 PDF
effective board debate and discussion and to 2. BY-LAWS, re Chairman of the Board, Art. II, Secs. 2-5; Art. III, Sec. 1;
provide the constructive challenge which the Art. V, Sec. 7; Art. VII, Sec. 1, pp. 2-4, 4-5, 14, 19 PDF PDF PDF
company needs. The chair should work to create and PDF
maintain the culture of openness and constructive 3. MANUAL ON CORPORATE GOVERNANCE, The Chairman, Section 2.3,
challenge which allows a diversity of views to be pp. 9-10 PDF
expressed... The chair should be available to
shareholders for dialogue on key matters of the
companys governance and where shareholders
have particular concerns.
Skills and Competencies
E.4.5 Does at least one non-executive director/ ICGN: 2.4.3 Independence Yes The Company has three (3) non-executive directors, namely, Mr.
commissioner have prior working experience in the Alongside appropriate skill, competence and James L. Go, Mr. Setsuya Kimura and Mr. Hideaki Ozaki, who
major sector that the company is operating in? experience, and the appropriate context to have prior experience in the telecommunications industry, the
encourage effective behaviours, one of the principal major sector in which the Company is operating in.
features of a well-governed corporation is the PUBLIC DISCLOSURES:
exercise by its board of directors of independent 1. ANNUAL CG REPORTS, Board Matters
judgement, meaning judgement in the best interests - UPDATES FOR 2014, Sec. A.4, p. 3 PDF
of the corporation, free of any external influence on - CONSOLIDATED UPDATES FOR 2013, Sec. A.4, p. 11 PDF
any individual director, or the board as a whole. In 2. PLDT WEBSITE Governance Structures>Our Board of Directors
order to provide this independent judgement, and 3. ANNUAL REPORTS FOR 2013, Board of Directors
to generate confidence that independent judgement - ANNUAL REPORT, pp. 31, 48-50 PDF PDF
is being applied, a board should include a strong - ANNUAL REPORT IN 17-A, p. 104 PDF
- ANNUAL REPORT IN 20-F, pp. 114, 154 PDF
(cont.)
presence of independent non-executive directors
with appropriate competencies including key
industry sector knowledge and experience. There
should be at least a majority of independent
directors on each board.
E.4.6 Does the company disclose a board of ASX Code Yes The Companys diversity policy for its Board of Directors is
directors/commissioners diversity policy? Recommendation 3.2 disclosed. It is embodied in the Manual on Corporate
Companies should establish a policy concerning Governance and the Guidelines on the Search, Screening and
diversity and disclose the policy or a summary of Selection of Directors, and implemented through a Directors
that policy. The policy should include requirements Screening Checklist. The implementation is reflected in the
for the board to establish measurable objectives for balanced diversity in the Board composition.
achieving gender diversity and for the board to PUBLIC DISCLOSURES:
assess annually both the objectives and progress in 1. PLDT'S MANUAL ON CORPORATE GOVERNANCE, re Board diversity,
achieving them. Section 2.1.4(a) PDF
Regulations and codes of corporate governance in 2. PLDT WEBSITE (re Board diversity)
many developed markets now incorporate board - Governance Structures>Board Activities>Pre-screening of
diversity as a consideration in board composition nominees for directors and appointment of officers
3. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board
Matters, Sec. A.4, p. 11 PDF
4. 2013 ANNUAL REPORT, Board of Directors, p. 31 PDF
E.5 Board Performance
Directors Development
E.5.1 Does the company have orientation programmes for This item is in most codes of corporate governance. Yes PLDT has an orientation program for new directors, with the
new directors/ commissioners? following aspects:
A. Briefing by the Chairman, President and CEO, Chief Financial
Officer, Corporate Secretary and Chief Governance Officer on:
(a) the Companys structure; (b) business and the responsibilities
of the Board and its Committees; and (c) how they operate.
B. Copies of all relevant information about the Company and
policies applicable to the directors, including the Companys
Articles of Incorporation, By-Laws and Manual on Corporate
Governance, are provided.
C. Relevant updates on business and governance policies and
requirements principally from the Philippine SEC, PSE, US SEC,
and NYSE, and new and relevant laws, particularly on financial
reporting, disclosures and corporate governance, are furnished
to new directors or presented in Board meetings, as part of the
continuing education program for directors.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- Policies, Practices & Procedures>Education and
Communication>Director Orientation
- Governance Structures>Our Board of Directors
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Orientation
and Education Program, Sec. A.6(a), p. 16 PDF
3. Annual Reports for 2013, Board Responsibilities and Training
and Education
- ANNUAL REPORT, pp. 32, 42-43 PDF PDF
- ANNUAL REPORT IN 20-F, p.154 PDF
E.5.2 Does the company have a policy that encourages OECD PRINCIPLE VI (E) Yes PLDT's Manual on Corporate Governance encourages directors
directors/commissioners to attend on-going or (3) Board members should be able to commit to attend continuing professional education programs. This
continuous professional education programmes? themselves effectively to their responsibilities. policy specifically provides that PLDT shall implement a
In order to improve board practices and the continuing communication and education program for directors,
performance of its members, an increasing number as well as for its officers and employees.
of jurisdictions are now encouraging companies to PUBLIC DISCLOSURES:
engage in board training and voluntary self- 1. PLDT'S MANUAL ON CORPORATE GOVERNANCE, Communication
evaluation that meets the needs of the individual and Education Programs, Sec. 6.3, p. 20 PDF
company. This might include that board members 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Continuing
acquire appropriate skills upon appointment, and education programs for directors, Sec. A.6(c), pp. 17-18 PDF
thereafter remain abreast of relevant new laws, 3. PLDT'S ANNUAL REPORTS FOR 2013, Training and Education
regulations, and changing commercial risks through - ANNUAL REPORT, pp. 32, 42-43 PDF
in-house training and external courses. - ANNUAL REPORT IN 20-F, pp. 152-154 PDF
4. PLDT WEBSITE
- Governance Structures> Board Activities>Annual
enhancement/education sessions
- Policies, Practices & Procedures>Education and
Communication
CEO/Executive Management Appointments and Performance

E.5.3 Does the company disclose how the board of OECD PRINCIPLE VI (D) Yes PLDT discloses how its Board of Directors plans for the
directors/commissioners plans for the succession of (3) Selecting, compensating, monitoring and, when succession of the President & CEO and key management.
the CEO/Managing Director/President and key necessary, replacing key executives and overseeing PUBLIC DISCLOSURES:
management? succession planning. 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re
In two tier board systems the supervisory board is succession planning, Sec. A.3, p. 11 PDF
also responsible for appointing the management 2. ANNUAL REPORTS FOR 2013, re succession planning
board which will normally comprise most of the key - ANNUAL REPORT, pp. 33, 37 PDF
executives. - ANNUAL REPORT IN 20-F, p. 155 PDF
3. PLDT WEBSITE
- Governance Structures>Board Activities>Annual board
assessment
- Policies, Processes and Practices>Monitoring and Evaluation
E.5.4 Does the board of directors/commissioners conduct OECD PRINCIPLE VI (D) Yes PLDT's Board of Directors conducts an annual performance
an annual performance assessment of the CEO/ (2) Monitoring the effectiveness of the companys assessment of the President & CEO.
Managing Director/President? governance practices and making changes as PUBLIC DISCLOSURES:
needed. 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board,
Monitoring of governance by the board also includes Director, Committee and CEO Appraisal, Sec. M, p. 71 PDF
continuous review of the internal structure of the 2. Annual Reports for 2013, Board Responsibilities and
company to ensure that there are clear lines of Monitoring and Evaluation
accountability for management throughout the - ANNUAL REPORT, pp. 33, 43 PDF PDF
organisation. In addition to requiring the monitoring - ANNUAL REPORT IN 20-F, p. 153 PDF
and disclosure of corporate governance practices on 3. PLDT'S WEBSITE
a regular basis, a number of countries have moved - Governance Structures>Board Activities>Annual board
to recommend or indeed mandate self-assessment assessment
by boards of their performance as well as - Policies, Processes and Practices>Monitoring and Evaluation
performance reviews of individual board members
and the CEO/Chairman.
Board Appraisal
E.5.5 Is an annual performance assessment conducted of OECD PRINCIPLE VI (D) (2) Yes PLDT conducts an annual performance assessment of its Board
the board of directors/commissioners? of Directors.
PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board,
Director, Committee and CEO Appraisal, Sec. M, p. 71 PDF
2. PLDT'S ANNUAL REPORTS FOR 2013, Board Responsibilities and
Monitoring and Evaluation
- ANNUAL REPORT, pp. 33, 43 PDF PDF
- ANNUAL REPORT IN 20-F, p. 155 PDF
3. PLDT WEBSITE
assessment
E.5.6 Does the company disclose the process followed in Yes PLDT discloses the process followed in conducting its board
conducting the board assessment? assessment.
PUBLIC DISCLOSURES:
Director, Committee and CEO Appraisal, Sec. M, pp. 71 PDF
2. ANNUAL REPORTS FOR 2013, Board Responsibilities and
3. PLDT WEBSITE
assessment
E.5.7 Does the company disclose the criteria used in the Yes PLDT discloses the criteria used in its board assessment.
board assessment? PUBLIC DISCLOSURES:
Director, Committee and CEO Appraisal, Sec. M, pp. 71 PDF
- ANNUAL REPORT, p. 43 PDF
- ANNUAL REPORT IN 20-F, pp. 153 PDF
3. PLDT WEBSITE
assessment
Director Appraisal
E.5.8 Is an annual performance assessment conducted of OECD PRINCIPLE VI (D) (2) Yes PLDT conducts an annual performance assessment of its
individual director/commissioner? individual directors.
PUBLIC DISCLOSURES:
3. PLDT WEBSITE
assessment
E.5.9 Does the company disclose the process followed in Yes PLDT discloses the process followed in conducting its directors
conducting the director/commissioner assessment? assessment.
PUBLIC DISCLOSURES:
- ANNUAL REPORT in 20-F, p. 153 PDF
3. PLDT WEBSITE
assessment
E.5.10 Does the company disclose the criteria used in the Yes PLDT discloses the criteria used in its directors assessment.
director/commissioner assessment? PUBLIC DISCLOSURES:
- ANNUAL REPORT, p. 43 PDF
3. PLDT'S WEBSITE
assessment
Committee Appraisal
E.5.11 Is an annual performance assessment conducted of UK CODE (JUNE 2010) Yes PLDT conducts an annual performance assessment of the
the board of directors/commissioners committees? B.6 Evaluation: The board should undertake a formal committees of the Board of Directors.
and rigorous annual evaluation of its own PUBLIC DISCLOSURES:
performance and that of its committees and 1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board,
individual directors. Director, Committee and CEO Appraisal, Sec. M, p. 71 PDF
3. PLDT WEBSITE
- Governance Structures>Board Activities>Annual board assessment
LEVEL 2
BONUS
A Rights of shareholders
A.1 Right to participate effectively in and vote in general

shareholders meeting and should be informed of the
rules, including voting procedures that govern
general shareholders meeting.
A.1.1(B) Does the company allow the use of secure electronic OECD Principle II (C) Yes PLDT allows the use of secure electronic voting in absentia at
voting in absentia at the general meetings of (4) Shareholders should be able to vote in person or general meetings of shareholders, as disclosed in its website and
shareholders? in absentia, and equal effect should be given to evidenced by the Voting Proxy Card which allowed the use of
votes whether cast in person or in absentia. electronic voting at the general meeting of shareholders.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- Our Stakeholders>Shareholders re: Electronic Voting
- Voting Proxy Card
B Equitable treatment of shareholders
B.1 Notice of AGM
B.1.1(B) Does the company release its notice of AGM (with OECD Principle II (C) Yes PLDTs AGM Notices for 2014 and 2013 were released/
detailed agendas and explanatory circulars), as (1) Shareholders should be furnished with sufficient disclosed:
announced to the Exchange, at least 28 days before and timely information concerning the date, - at least 28 days before the date of the AGM;
the date of the meeting? location and agenda of general meetings, as well as - together with the Agenda and Information Statement,
full and timely information regarding the issues to which contained the detailed agenda, explanatory circulars
be decided at the meeting. and other relevant information about the AGM; and
(3) Effective shareholder participation in key - together with the Agenda and Information Statement, to
corporate governance decisions, such as the the Philippine Stock Exchange at least 28 days before the
nomination and election of board members, should date of the AGM.
be facilitated. PUBLIC DISCLOSURES:
OECD Principle III (A) 1. PLDT WEBSITE Latest Shareholder News
(cont.) which contains the following postings:
ICGN 8.3.2 Shareholder participation in governance For the 2014 AGM (June 10, 2014):
Shareholders should have the right to participate in Notice, Agenda and Information Statement
key corporate governance decisions, such as the (Posted: May 6, 2014)
right to nominate, appoint and remove directors on For the 2013 AGM (14 June 2013):
an individual basis and also the right to appoint Notice, Agenda and Information Statement
(Posted: May 14, 2013)
external auditors.
(Notice released at least 28 days prior to the 2013 AGM.)
ICGN 8.4.1 Shareholder ownership rights
The exercise of ownership rights by all shareholders 2. Philippine Stock Exchange website
should be facilitated, including giving shareholders http://edge.pse.com.ph/> Listed Company Directory>
timely and adequate notice of all matters proposed Philippine Long Distance Telephone Company> TEL> Corporate
for shareholder vote. Disclosures
CLSA-ACGA (2010) CG Watch 2010 - Appendix 2 - See PLDTs Definitive Information Statement for 2014 and 2013
AGMs, which include the respective Notices and Agenda.
(I) CG rules and practices
(25) Do companies release their AGM notices (with
detailed agendas and explanatory circulars) at least
28 days before the date of the meeting?
C Role of Stakeholders
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.
C.1.1 (B) Does the company practice integrated report on its International <IR> Framework - DRAFT, IIRC Council Yes PLDTs annual reports are prepared in accordance with
annual reports? Item 3b Meeting of 5 December 2013 applicable law and regulations. The 2013 Annual Report presents
Integrated Reporting <IR> promotes a more an integrated coverage of the Companys business, corporate
cohesive and efficient approach to corporate governance and corporate social responsibility (CSR) program.
reporting and aims to improve the quality of The annual report is supplemented by the Annual CG Report and
information available to providers of financial its updates.
capital to enable a more efficient and productive PUBLIC DISCLOSURES:
allocation of capital. The IIRCs vision is a world in 1. 2013 ANNUAL REPORT PDF
which integrated thinking is embedded within 2. ANNUAL CG REPORT
mainstream business practice in the public and - UPDATES FOR 2014 PDF
private sectors, facilitated by <IR> as the corporate - CONSOLIDATED UPDATES FOR 2013 PDF
reporting norm.
D Disclosure and transparency
D.1 Quality of Annual Report
D.1.1 (B) Is the audited annual financial report/statement OECD Principle V (C) __ The audited annual financial statement is timely released in
released within 60 days from the financial year end? OECD Principle V (E) accordance with the cited Guiding Reference.
ICGN 7.2 Timely disclosure Financial Year End: December 31, 2013
Release of 2013 Audited Financial Report: March 4, 2014
ICGN 7.3 Affirmation of financial statements
PUBLIC DISCLOSURES:
The board of directors and the corporate officers of
the company should affirm at least annually the
and Transparency, Sec. I.5, p. 56 PDF
accuracy of the company's financial statements or
2. PLDT WEBSITE
financial accounts.
- Investor Relations>Press Releases and Disclosures>Financial
Results
- Press Release
E Responsibilities of the Board
E.1 Board Competencies and Diversity

E.1.1(B) Does the company have at least one female ICGN 2.4.1 Skills and experience __ Alternative Standard: The Board of Directors has 2 female
independent director/commissioner? The board should consist of directors with the directors, consistent with the cited Guiding Reference and the
requisite range of skills, competence, knowledge, Companys diversity policy.
experience and approach, as well as a diversity of PUBLIC DISCLOSURES:
perspectives, to set the context for appropriate 1. 2013 ANNUAL REPORT, Board of Directors, pp. 48-50 PDF
board behaviours and to enable it to discharge its 2. PLDT WEBSITE
duties and responsibilities effectively. - Governance Structures>Our Board of Directors
- Company Leadership
- Governance Structure>Our Board of Directors> Pre-
screening of nominees for directors and appointment of
officers
E.2 Nominating Committee
E.2.1(B) Does the Nominating Committee comprise entirely of ICGN 2.4.4 Composition of board committees __ Alternative Standard: The Governance and Nomination
independent directors/commissioners? The members of these key board committees Committee has independent directors constituting a majority of
should be solely non-executive directors, and in the voting members, with non-executive directors constituting the
case of the audit and remuneration committees, balance, consistent with the cited Guiding Reference. This is
solely independent directors. All members of the compliant with applicable regulations and is an effective,
nominations committee should be independent balanced composition.
from management and at least a majority should be PUBLIC DISCLOSURES:
independent from dominant owners. 1. ANNUAL REPORTS FOR 2013:
- 2013 ANNUAL REPORT IN 17-A, p. 112 PDF
- 2013 ANNUAL REPORT IN 20-F, p. 123 PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Sec. E.2(c),
pp. 37-38 PDF
3. PLDT'S WEBSITE - Governance Structures>Our Board of Directors
See also related Item E.4.1.B.
E.2.2.(B) Does the Nominating Committee undertake the Yes The Governance and Nomination Committee undertakes the
process of identifying the quality of directors aligned process of identifying the quality of directors aligned with the
with the company's strategic directions? Companys strategic directions.
PUBLIC DISCLOSURES:
1. PLDT WEBSITE
- Governance Structure>Our Board of Directors> Pre-
screening of nominees for directors and appointment of
officers
(re director selection in order to establish a balanced and
diverse Board composition that is aligned and consistent with
the Companys Mission/ Vision and strategic direction)
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re director
selection, Sec. A.5(b), pp. 11, 13-15 PDF PDF
3. ANNUAL REPORTS FOR 2013, re director selection
- 2013 ANNUAL REPORT, pp. 36 PDF
E.3 Board Appointments and Re-Election
E.3.1(B) Does the company use professional search firms or WORLDBANK PRINCIPLE 6 Yes The Company uses professional search firms or other external
other external sources of candidates (such as director (VI.I.21) Are boards known to hire professional sources of candidates when searching for candidates to the
databases set up by director or shareholder bodies) search firms when proposing candidates to the board of directors.
when searching for candidates to the board of board? PUBLIC DISCLOSURE:
directors/commissioners? 1. PLDT WEBSITE
- Governance Structure>Our Board of Directors>
Pre-screening of nominees for directors and appointment of
officers
(re use of professional search firms and other external sources
of candidates)
E.4 Board Structure & Composition

E.4.1(B) Do independent non-executive directors/ Yes Alternative Standard: The Boards independent, balanced and
commissioners make up more than 50% of the board effective oversight over Management is ensured by:
of directors/commissioners? - 3 independent directors (IDs);
- 7 non-executive directors out of a total of 13 directors;
- an Audit Committee composed entirely of IDs;
- a Governance and Nomination Committee with IDs
constituting a majority of voting members; and
- an Executive Compensation Committee with IDs
constituting a majority of voting members, with the
aforementioned Board committees having only IDs or
non-executive directors as voting members.
Please see Item E.2.27 re: OECD on functional equivalence.
PUBLIC DISCLOSURES:
1. 2013 ANNUAL REPORT, Board of Directors, pp. 48-50 PDF
2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Board of
Directors, Sec. A.1(a), p. 4 PDF
3. MANUAL ON CORPORATE GOVERNANCE, Board of Directors, Secs.
2.1.1(b) and 2.2.1(b), pp. 3-4, 8-9 PDF PDF
4. CHARTERS OF THE BOARD COMMITTEES PDF
E.5 Board Performance

E.5.1(B) Does the company have a separate level Risk International Financial Corporations Global Yes PLDT has a separate level Risk Committee, referred to as the
Committee? Corporate Governance Forum Publication: When Do Group Enterprise Risk Management Department (GRMD). The
Companies Need a Board-level Risk Management GRMD is a committee/task force at the management level which
Committee? (Volume 31, pp.11, March 2013) reports to the Audit Committee and the Board of Directors
Benefits of a Board Level Risk Committee: regarding matters pertaining to risk management.
1. elevate risk oversight to the highest level in the PLDTs risk management structure consists of the:
company; (a) Board having the responsibility of providing oversight;
2. strengthen the quality of risk management; (b) Audit Committee, the Board-level committee which assists
3. inculcate a risk culture and risk-management the Board in its oversight responsibility on enterprise risks
environment to mitigate and manage risks management; and
effectively across the organization; (c) GRMD which performs risk management at the executive
4. establish a platform for continuous assessment level with reporting responsibilities towards the Audit
of risks in light of the changing internal and Committee and the Board of Directors,
external environments;
5. improve communication among the board, This risk management structure is recognized as functionally
management, and other stakeholders about risk equivalent to having a Board-level Risk Management Committee
management; and (RMC) by the cited Guiding Reference. See link at page 14, para. 4:
http://www.gcgf.org/wps/wcm/connect/444c0e804ef2b9df9e1bdf
6. demonstrate to internal and external
3eac88a2f8/PSO+31.pdf?MOD=AJPERES#page=14
stakeholders the companys commitment to risk
management. PUBLIC DISCLOSURES:
1. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, Internal
Audit and Control, Sec. F.3(c), p. 45 PDF
2. PLDT WEBSITE
- Governance Structures>Enterprise Risk Management
3. ANNUAL REPORTS FOR 2013, re the GRMD (see note above)
- 2013 ANNUAL REPORT, pp. 39, 47 PDF PDF
4. MANUAL ON CORPORATE GOVERNANCE, Board Committees and
Audit Committee, Sec. 2.2 and Annex D, pp. 8, 27 PDF PDF
5. AUDIT COMMITTEE CHARTER PDF

PLDT Asean Corporate Governance Scorecard 2014

Diunggah oleh

Informasi Dokumen

Judul Asli

Hak Cipta

Format Tersedia

Bagikan dokumen Ini

Bagikan atau Tanam Dokumen

Opsi Berbagi

Apakah menurut Anda dokumen ini bermanfaat?

Apakah konten ini tidak pantas?

Hak Cipta:

Format Tersedia

PLDT Asean Corporate Governance Scorecard 2014

Diunggah oleh

Hak Cipta:

Format Tersedia

PLDT ASEAN CORPORATE GOVERNANCE SCORECARD 2014: SELF-ASSESSMENT

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

PART A RIGHTS OF SHAREHOLDERS

A.1 Basic Shareholder Rights

A.2 Right to participate in decisions concerning

A.3 Right to participate effectively in and vote in

2. ANNUAL CG REPORT, re publication of voting results

A.4 Markets for corporate control should be allowed to

PART B EQUITABLE TREATMENT OF SHAREHOLDERS

B.1 Shares and voting rights

B.2 Notice of AGM

Does the notice of AGM/circulars have the following

B.3 Insider trading and abusive self-dealing should be

B.4 Related party transactions by directors and key

B.5 Protecting minority shareholders from abusive

PART C ROLE OF STAKEHOLDERS

C.1 The rights of stakeholders that are established by

Does the company disclose a policy that:

Does the company disclose the activities that it has

C.2 Where stakeholder interests are protected by law,

C.3 Performance-enhancing mechanisms for employee

PART D DISCLOSURE AND TRANSPARENCY

D.1 Transparent ownership structure

D.2 Quality of Annual Report

directors. 2. ANNUAL CG REPORT CONSOLIDATED UPDATES FOR 2013, re Annual

Corporate Governance Confirmation Statement

D.4 Directors and commissioners dealings in shares of

D.5 External auditor and Auditor Report

D.6 Medium of communications

D.6.3 Analysts briefing Yes The Company conducts analysts briefings.

D.7 Timely filing/release of annual/financial reports

D.8 Company website

D.8.4 Shareholding structure Yes Up-to-date information on shareholding structure is posted in

D.9 Investor relations

PART E Responsibilities of the Board

E.1 Board Duties and Responsibilities

Clearly defined board responsibilities and corporate governance policies

E.2 Board structure

Board Structure & Composition

Remuneration Committee/ Compensation Committee

E.3 Board Processes

Board meetings and attendance

Board Appointments and Re-Election

E.4 People on the Board

Skills and Competencies

E.5 Board Performance

CEO/Executive Management Appointments and Performance

A.1 Right to participate effectively in and vote in general

B Equitable treatment of shareholders

B.1 Notice of AGM

D Disclosure and transparency

D.1 Quality of Annual Report

E Responsibilities of the Board

E.1 Board Competencies and Diversity

E.4 Board Structure & Composition

E.5 Board Performance

Anda mungkin juga menyukai