ASEAN CORPORATE GOVERNANCE SCORECARD SELF-ASSESSMENT (2024-2025)
PART A: RIGHTS AND EQUITABLE TREATMENT OF SHAREHOLDERSLEVEL 1 | ||||
PART A: RIGHTS OF SHAREHOLDERS | ||||
SCORECARD ITEM | GUIDING REFERENCE | RESPONSE (Yes/No) | COMPANY REMARKS | |
A.1 | Basic Shareholder Rights | |||
A.1.1 | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. | G20/OECD Principles of Corporate Governance (2023): II.A. Basic shareholder rights should include the right to: 6) share in the profits of the corporation. | The Exchange declared for dividends on April 28, 2025 and paid dividends on May 27, 2025. Dividend History - Investor Relations The PSE adopts a policy for the declaration of regular cash dividend out of the unrestricted retained earnings equivalent to fifty percent (50%) of the PSE's net income. However, the PSE can also declare special dividends, which it has done so for the past few years, in addition to the regular dividend policy. | |
Yes | The declaration of regular and special dividends is dependent on the cash flows, business plan, and financial condition of the PSE and in compliance with Section 6.2 of the Consolidated Listing and Disclosure Rules requiring listed companies to fix the record date for dividends at no later than 10 trading days from declaration and payment date at no later than 18 trading days from the record date. | |||
PSE's Manual on Corporate Governance Page 51, Article VII, 1.5. Right to Dividends | ||||
SEC Form 17-A 2024 Page 11, Dividend Policy | ||||
2024 Integrated Annual Corporate Governance Report Page 77, Supplement to Recommendation 13.1 (7) Page 81, Recommendation 14.2 (1) | ||||
LEVEL 1 | ||||
PART A: RIGHTS OF SHAREHOLDERS | ||||
SCORECARD ITEM | GUIDING REFERENCE | RESPONSE (Yes/No) | COMPANY REMARKS | |
PSE's Company Website on Rights of Shareholders | ||||
A.2 | 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.2.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? | G20/OECD Principles of Corporate Governance (2023): II.C.5. Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known, including through votes at shareholder meetings, on the remuneration of board members and/or key executives, as applicable. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. | Yes | |
A.2.2 | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? | Yes | All PSE stockholders, both majority and minority stockholders, are informed of the nomination and election process through the PSE website and correspondences with Corporate Secretary. The company does not discriminate between a majority and minority stockholder; hence, all nominations from both majority and minority stockholders are accepted and processed, in accordance with the 2024 NOMELEC Rules (Pages 7-10, Rule VIII, The Nomination Process). | |
LEVEL 1 | ||||
PART A: RIGHTS OF SHAREHOLDERS | ||||
SCORECARD ITEM | GUIDING REFERENCE | RESPONSE (Yes/No) | COMPANY REMARKS | |
The right of minority shareholders to nominate directors is likewise explicitly stated in the PSE's Company Website on Rights of Shareholders. Manual on Corporate Governance Page 49, Article VII, 1.2 Right to Nominate and Elect Directors | ||||
A.2.3 | Does the company allow shareholders to elect directors/commissioners individually? | Yes | The company respects the rights of shareholders to elect directors as provided in page 49 of the Manual on Corporate Governance. Said right is also provided in the PSE's Company Website on Rights of Shareholders. | |
A.2.4 | Does the company disclose the voting procedures used before the start of meeting? | G20/OECD Principles of Corporate Governance (2023): II.C. Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings, and should be informed of the rules, including voting procedures, that govern general shareholder meetings. ICGN (2021) PRINCIPLE 10: 10.4 Meeting procedures Companies should publish meeting procedures (either in person, by proxy or by virtual electronic means) alongside the publication of the AGM Notice. This should include information on the meeting format, registration, access, participant identification, shareholding verification, voting | Yes | The company informs its shareholders of the voting procedures to be used in the meeting. Annex C (Voting Guidelines) of the SEC-Approved 2024 NOMELEC Rules (Pages 19-23) prescribes the rules which will govern the voting process. Likewise, in addition to the inclusion of the voting guidelines in PSE's Definitive Information Statement 2024, pages 108 to 110, (Annex "E") also provide for the rules on in absentia voting. 2024 Integrated Annual Corporate Governance Report Pages 17-18, Recommendation 2.6 Pages 75-76, Supplement to Recommendation 13.1 (1) (3) (4) |
A.2.5 | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? | Yes | The company has consistently provided shareholders the opportunity to ask questions to the Board of Directors during Annual Shareholders' Meetings. The company's minutes provides information on the questions asked by | |
LEVEL 1 | ||||
PART A: RIGHTS OF SHAREHOLDERS | ||||
SCORECARD ITEM | GUIDING REFERENCE | RESPONSE (Yes/No) | COMPANY REMARKS | |
options and the approach to asking/ answering questions. All matters on the ballot should be voted by poll and voting by a 'show of hands' should not be permitted. G20/OECD Principles of Corporate Governance (2023): II.C.4. Shareholders should have the opportunity to ask questions to the board, including on the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations. ICGN (2021) PRINCIPLE 10: 10.10 Vote disclosure The board should ensure that equal effect is given to votes whether cast in person or in absentia and all votes should be properly counted and recorded via ballot. The outcome of the vote, the vote instruction (reported separately for, against or abstain) and voting levels for each resolution should be published promptly after the meeting on the company website. If a board-endorsed resolution has been opposed by a significant proportion of votes (e.g., 20% or more), the company should explain subsequently what actions were taken to understand and respond to the concerns that led | shareholders and the corresponding response from the Board of Directors. PSE's 2024 ASM Minutes PSE's 2023 ASM Minutes PSE's 2022 ASM Minutes PSE's 2021 ASM Minutes PSE's 2020 ASM Minutes PSE's 2019 ASM Minutes PSE's 2018 ASM Minutes 2024 Integrated Annual Corporate Governance Report Page 69, Supplemental to Principle 11, 1 (e) Page 78, Recommendation 13.3 Page 78-79, Supplement to Recommendation 13.3 | |||
A.2.6 | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? | Yes | The company's minutes records the voting results, which includes the approving, dissenting and abstaining votes, of each agenda item. PSE's 2024 ASM Minutes PSE's 2023 ASM Minutes PSE's 2022 ASM Minutes PSE's 2021 ASM Minutes PSE's 2020 ASM Minutes PSE's 2019 ASM Minutes PSE's 2018 ASM Minutes | |
