Governance: Integrating Sustainability
We believe that adherence to good corporate governance principles is essential for the achievement of our strategic goals. We are committed in doing business ethically, with integrity and in full compliance with laws and regulations.
We continue to improve our internal systems and to be transparent about the ways we manage environmental, social and governance topics across our business and our stakeholders.
Our leadership and governance structure is crucial in the execution of our strategies and delivering our vision, assuring that the long-term interests of stakeholders are being served.
(From L to R) First row: John Philip Orbeta, Eric Francia; Second row: Cezar Consing, Ma. Aurora Geotina-Garcia;
Third row: Melinda Ocampo
Board Oversight
Our Corporate Governance System is a combination of clear organizational structure guided by an active Board of Directors, visionary management, strong core values and adequate policies and controls.
To aid in good governance, several committees assist the Board in oversight of various areas of the business. ACEN’s Board has a standing Audit Committee, Executive Committee, Personnel and Compensation Committee, Corporate Governance and Nomination Committee, Board Risk Management and Related Party Transactions Committee, and a Sustainability Committee.
Our governance framework is constantly evolving to align with best practices and to satisfy the changing expectations of regulators, investors, and other stakeholders. By continuously evaluating and improving our governance structures, systems, and procedures, we can ensure that proper and adequate controls are in place to sustain the business. Recently, the Board approved the creation of a Sustainability Committee, which is responsible for the oversight of sustainability issues and climate-related risks and opportunities. Dedicating a committee to sustainability reinforces the commitment of the Board towards climate governance, and oversight over the business as we move towards a low carbon portfolio.
As part of the Board's commitment to climate governance, directors and key officers are provided with training specific to sustainability and climate change.
Board Diversity
As mentioned in its Corporate Governance Manual, ACEN is committed to having our Board comprised of qualified and dedicated Directors with a diverse mix of expertise, experience, skills and backgrounds. Diversity includes business experience, age, gender, and ethnicity. Nominees shall be selected based on merit. With respect to gender, the Board shall commit to ensure appropriate representation of women in the Board to the greatest extent possible.
Our Board has a diverse group of highly qualified and experienced leaders in their respective fields. Among our 11 Board members, 45 percent are women, while 36 percent are independent directors.
As of 31 December 2021, more than 80 percent of the Board is composed of non-executive and/or independent directors. Independent directors do not have any interest or relationship with the Company that may hinder their independence, or which could reasonably be perceived to interfere with the exercise of their independent judgment while carrying out their responsibilities as Directors.
are women
positions
Management Oversight
Our environmental and social initiatives are embedded across our organization to drive forward initiatives that are important to us and our aspiration to be a Net Zero GHG emissions company by 2050.
Responsibility for furthering the sustainability agenda and for addressing the various challenges posed by climate change to business, the communities that ACEN operates in, and the wider world is shared across ACEN. At the corporate level, the Sustainability team performs sustainability and climate oversight function. This is headed up by the VP for Corporate Communications and Sustainability who has oversight in terms of managing sustainability initiatives, and the company’s climate-related risks and opportunities, as well as climate-related disclosures.
At the project level, project development leads proactively mitigate physical effects of climate change in the planning and design of new projects. The Sustainability team works closely with the project development teams to ensure that any environmental issues are adequately addressed. For operating plants, plant managers, HSSE leads and pollution control officers work closely with the Sustainability team to address any environmental issues and manage physical risks of climate change.
Good governance
(From L to R) First row: Fernando Zobel de Ayala, Nicole Goh Phaik Khim, Jose Rene Gregory
Almendras; Second Row: Sherisa Nuesa, Solomon Hermosura;
Third row: Consuelo Garcia
Beyond the oversight of sustainability and climate issues, ACEN upholds good governance and ethics on every aspect of the business, and respect for human rights guides all our interactions with stakeholders, counterparties and communities.
Ethics, compliance, and respect for human rights are at the core of our Code of Conduct and Ethics. We aspire to achieve our position of leadership by being values-driven and by committing to conduct our business with the highest ethical standards. ACEN and its directors, officers and employees are fully committed to promote a culture of good corporate governance anchored on core values of integrity, long-term vision, empowering leadership and commitment to national development.
ACEN’s Code of Conduct and Ethics include guidelines on the following:
- Fair dealing with customers, suppliers and business partners
- Confidentiality of information
- Conflicts of interest
- Insider trading
- Safety in the workplace, including anti-harassment, and
- Anti-bribery and anti-corruption
As part of our commitment to adhere to the highest ethical standards, we conduct regular trainings on anti-bribery and corruption which covers all employees of the ACEN group, whether regular or part time.
ACEN’s Code of Conduct and Ethics and other related policies may be found here:
Code of ConductBoard Charter
Internal Audit Charter
Manual on Corporate Governance
Policy on Related Party Transactions
Whistleblower Policy
Environment & Social Policy
More information on ACEN’s governance structure and policies may be found on page 64.
Corporate Governance Structure
