Corporate Governance

The EDC Compliance Office

“Corporate Governance is the system by which companies are directed and controlled…” Cadbury Report (UK), 1992

“…to do with Power and Accountability: who exercises power, on behalf of whom, how the exercise of power is controlled.” Sir Adrian Cadbury, in Reflections on Corporate Governance, Ernest Sykes Memorial Lecture, 1993

The Compliance Office shall be primarily tasked to represent the Company before the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE) and ensure that the Company is compliant with its rules and regulations.

  1. Compliance Monitoring (Item 1, Section 2, Subject 2, EDC CG Manual)
    • Oversees and manages compliance with the provisions and requirements of the Manual on Corporate Governance, the Code and such other laws, circulars, rules and regulations issued in relation to corporate governance; In accomplishing this function, the Compliance Office shall seek the assistance of the concerned officers to monitor CG compliance in their respective areas of expertise.
    • Assist the proper Board Committee in ensuring that the Corporation complies with the CG Manual, Code of Conduct and Business Ethics, and related laws, rules and regulations as well as with company policies and procedures relevant to corporate governance
    • Act as an independent review and evaluation body to ensure that compliance issues/concerns within the organization are being appropriately evaluated, investigated and resolved.
    • Monitor, and as necessary, coordinate compliance activities of other departments to remain abreast of the status of all compliance activities and to identify trends.
    • Identify compliance risks and validate potential areas identified as compliance vulnerability and risk; develop/implement corrective action plans for resolution of problematic issues, and provide general guidance on how to avoid or deal with similar situations in the future.
    • Monitor any internal investigation or fact-finding ordered by the Board of Directors and any resulting corrective action to address regulatory compliance issues;
    • Together with the Internal Audit Department, evaluates reports of violation(s) of the provisions of the CG Manual, and validates recommended penalty for such violation(s), subject to further review and approval by the Board through the AGC;
  2. SEC Submissions
    • Issues a certification every January 30 of each year on the extent of the Company’s compliance with the provisions of this Manual for the immediately preceding fiscal year of the Company, explaining if necessary the reason(s) for the latter’s deviation from the same (Item 4, Section 2, Subject 2, EDC Manual on Corporate Governance). Once filed with the SEC, copies thereof shall be furnished the Investor Relations Office/Company Information Office for proper disclosure with the PSE, and with the Office of the Corporate Secretary.
    • Filing of the Corporate Governance Scorecard, as may be required by the Securities and Exchange Commission
    • The reports or disclosure required under this Manual shall be prepared and submitted to the Commission by the responsible Board Committee or Officer through the Company’s Compliance Officer (Section 7, Subject 10, PNOC EDC CG Manual)
  3. SEC and/or PSE Disclosures
    • The Compliance Office shall assist the Investor Relations/Company Information Officers in ensuring that critical disclosures, whether structured or unstructured, to be filed with the PSE or the SEC, shall be timely, adequate, and compliant with laws and policies on corporate governance
  4. Compliance with other laws
    • In consultation with other departments and divisions of the Company, the Compliance Office shall, as far as practicable, maintain a record of all reportorial obligations with different government agencies, offices, and instrumentalities which may be required by law, rules, and issuances, and monitor compliance thereof by the responsible department.

The Compliance Officer for the Energy Development Corporation is Senior Vice-President Agnes C. de Jesus.

For questions concerning EDC’s Corporate Governance activities, policies and programs, our contact details are edc@energy.com.ph (email), +632 755-2332 local 2198/2204 (trunkline & local) or +632 982-2198.