At the Energy Development Corporation, we do not look at corporate governance as the end in sight. Rather, we look at governance as a way of living, a way of properly conducting our business in a highly professional and sustainable manner to ensure continued success in furtherance of the interest of our various stakeholders, fueling the nation’s pride.
Below are EDC’s governance initiatives for 2012:
Sustainability is the Key. In 2012, EDC became the first Philippine Company to publish a GRI-Certified sustainability report with a GRI-checked B+ rating. The report consists of an integration of the financial and sustainability reports of the Company for 2011 which adhered to the stringent EUSS (Electric Utilities Sector Supplement) reporting standards of the GRI, and duly-checked by the GRI organization in Netherlands.
Change Management. For the year, initiated several strategic changes to boost competitiveness, resilience and growth-capability. The company began implementation of the SBU (Strategic Business Unit) set-up at the forefront and as the cornerstone of the change agenda. With the organization undergoing the change, the Board and Management ensured that the change initiatives will be actualized and carried out to all levels in all project sites.
Anti-Sexual Harassment Policy.This policy prescribes the rules and regulations of the Company towards the promotion of a work environment which values human dignity, and prescribes the administrative process and disciplinary action for sexual harassment cases. The policy was circulated, discussed and dissected in various labor-management council meetings, and finally signed and made effective on December 7, 2012.
Institutionalization of Employee Consultation and Expanded Labor-Management Councils. In view of the successful run of the EC/ELMC in 2011, the Company has decided to institutionalize this feedback and interaction program for increased participation of employees on company concerns, programs and developments. In 2012, the Company, through the HR Management Services (HRMS) Sector, conducted a total of twenty-two (22) EC/ELMC sessions for every quarter in EDC’s Head Office and Project Sites.
Strategy Management. Part of improving the company’s governance framework is the furtherance of the strategy initiatives begun in the previous year. EDC’s drive towards a highly professional and world-class company in 2012 focused on the establishment of improved internal systems and business processes. To this end, the Company undertook the establishment and maintenance of management systems, e.g. ISO-based management systems, as well as the establishment and implementation of an improved business process management framework. For 2012, EDC boasts the following accomplishments in improving its management systems and management frameworks:
Also in support of its governance activities are the following CG policies:
Code of Conduct and Business Ethics. EDC’s Code of Conduct and Business Ethics was launched on September 13, 2004 when EDC was still a government-owned and controlled corporation. Even then, EDC constantly keeps itself agile and flexible, striving to be at par – or even better than – the world’s best, in the face of rapidly-changing rules of business engagement brought about by globalization, the impact of information technology, the increased demand for accountability and transparency by the company’s stakeholders and stockholders alike.
The Code provides the policy guidelines and key principles to help EDC and its employees and officers re-align their personal values, actions and concepts of business behavior and governance based on enduring moral values. The Code likewise encourages the right actions through sometimes difficult choices and to act with unflinching integrity when faced with situations involving ethical issues.
The Code states the values that motivate the Company and its workforce to persevere and aim for excellence while maintaining favorable relations with co-workers as well as with other stakeholders.
Likewise, the Code lays down the key principles which guide in dealing with investors, principal stakeholders and critical issues and concerns facing the Company, such as the Government, the Employees, EDC’s Business Partners, the Environment, the Communities around the Company, Company Books and Records, Confidential Information, a Healthy and Safe Workplace, and the Media, among others.
Code of Conduct and Discipline. On the other side of the coin is EDC’s employee Code of Conduct and Discipline which became effective September 16, 2011. The Code of Conduct and Discipline prescribes the norms of conduct and standards of behavior to instill a strong sense of discipline among its employees. These standards of behavior will serve as guideposts in ensuring that our employees embrace and live the Company’s core values.
Conflict of Interest Policy. EDC’s Conflict of Interest Policy is generally covered under EDC’s Personnel Manual and as such serves as a guide to all EDC personnel in the conduct of their day-to-day transactions in EDC. Recently revised in order to address the ever-changing needs of a private corporation, the policy provides the guidelines and directives for all Directors, officers and all other employees, as well as their relatives within a certain degree of affinity or consanguinity, in order to avoid any conflict of interest between their personal interest and that of the Company in dealing with suppliers, customers, and all other organizations or individuals doing or seeking to do business with the Company.
Instances identified under Conflict of Interest include, but are not limited to, the following: (a) interest in any group or organization which has, or is seeking to have, business or financial dealings with the Company or where there is an opportunity for preferential treatment to be given or received; (b) sale or lease any kind of property, facilities or equipment to the Company; (c) participation or involvement, direct or indirect, in any transaction involving any person, firm, corporation or any business enterprise with which the Company, directly or indirectly, has a commercial relationship, where such participation or involvement is improper or undesirable in the interest of the Company; (d) accepting commissions, share in profits, gifts in cash, gift certificates, etc. from an organization, firm or individual doing or seeking to do business with the Company; (e) accepting appointments in the national or local government in any capacity, run for elective office, or actively engaged in partisan political activities, when it may tend to prejudice the Company.
In addition to the instances covered by the definition of “Conflict of Interest”, the policy provides the accepted exceptions thereto, as well the guidelines on the procedure for actions against involved personalities charged with having Conflicts of Interest, emphasizing the need for due process.
Guidelines on Trading Rules and Restrictions. Since EDC’s listing in the Philippine Stock Exchange in December 13, 2006, the Company has continued to observe strict compliance with the Exchange’s Trading Rules and Restrictions, emphasizing the need for transparency and fairness in its transactions in order to fully apprise its investors of its current activities.
One of the matters which were given much importance is the principle of transparency, wherein directors and officers are required to disclose their stock transactions involving company security, using SEC Forms 23-A and 23-B whenever necessary.
Another matter given much importance is the manner by which the Company, its Directors and officers treat material information which they may come by in the Company. Management has advised time and again that material information should be treated delicately so as to comply with the PSE and SEC Rules on Disclosure.
At present, a consolidated Company Manual on the Guidelines on Disclosure Rules and Trading Restrictions is under review for future implementation in EDC.
Fraud Policy. The corporate fraud policy is established to facilitate the development of controls which will aid in the detection and prevention of fraud against the Company and promotion of consistent organizational behaviour by providing guidelines and assigning responsibility for the development of controls.
The policy defines fraud and enumerates the instances wherein fraud is committed, and designates the office primarily responsible for investigating corporate fraud cases. It emphasizes that in the process of investigating corporate fraud cases, the Company shall, at all times, accord all indivuals concerned with all the rights and privileges emanating from due process.
Whistleblower Policy (”Protected Disclosures Policy”). EDC’s Whistleblower policy is intended to encourage and enable employees and others to raise serious concerns within the company prior to seeking resolution outside the company. The EDC whistleblower policy is a guarantee that no person who reports a violation of company policies shall suffer harassment, retaliation, or adverse employment consequence.
The EDC Whistleblower Policy identifies who could be whistleblowers, laying down the matters which are reportable thereunder, the procedures for whistleblowing, as well as their rights and responsibilities under the said policy.
In furtherance of EDC’s good governance initiatives and in consonance with its internal Fraud Policy and the Code of Conduct and Discipline, the Company’s Internal Audit Department (IAD) has assigned new hotlines to enable employees to report serious concerns of irregularities and wrongdoings. Employees are encouraged to raise complaints at hotline nos. +63 2 982-2202 or +63 917 863-4260 . All reports will be acted upon and treated with strict confidentiality in accordance with the provisions of EDC’s Protected Disclosure Policy.