ASEAN Corporate Governance Scorecard

Level 1 PRIMARY CGS SECTIONS
A.3.2

Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?

Response

YES. Article III, Sec. 1 (par. 1) of the Amended By-Laws provide that the Board of Directors shall be "elected from among the holders of common stock." The second paragraph of the same provision further provides that "Every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at record date, in his own name in the stock book of the Corporation.

The last paragraph of Article III, Sec. 3 of the Amended By-Laws also indicates that "all nominations for the election of directors by the stockholders shall be submitted in writing to the Board of Directors, with the consent of the nominees, at least 10 days before the scheduled date of the annual stockholders' meeting. 

In the 2016 Annual Stockholders' Meeting, the stockholders nominated and elected nine directors. 

 

References:

1. Amended By-Laws - Article III Section 1, Paragraph 1 and last Paragraph

2. Minutes of the Annual Meeting dated July 27, 2016 (Item 9)

3. Definitive Information Statement filed on June 1, 2016 - Item 5 (d) Independent Directors (The candidates for independent directors were nominated as such by Mr. Jose L. Merin, who has no family and/ or business relationships or affiliations with the two (2) nominees).

4. PSE EDGE Disclosure - Definitive Information Statement SEC Form 20-IS (posted on June 1, 2016).

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