EDC 2014 SR (UPDATED)

EDC 2014 Performance Report
• Assessment of Performance. The AGC assessed its performance for the year 2014 based on the guidelines and parameters set in SEC
Memorandum Circular No. 4 series of 2012 which specified the required provisions or contents of an audit committee charter and the
assessment of the audit committee’s compliance therewith. Based on the required provisions of the SEC, the Audit and Governance
Committee’s self assessment scores add up to 97.06% which is equivalent to “Outstanding”.
b)
Nomination and Compensation Committee (NCC). Our NCC is responsible for evaluating the qualifications of all persons nominated to the
Board and those to other positions requiring appointment by the Board. It also establishes a formal and transparent procedure for developing a
policy on executive compensation and fixing the compensation packages of corporate officers and directors. Detailed enumeration of our NCC’s
responsibilities are provided in our Corporate Governance Manual and NCC Charter.
In 2014, the NCC had three (3) meetings, wherein all the NCC members are in attendance. Details of the NCC meeting attendance are as follows:
Name of Directors Who Attended No. of Meetings Attended
Federico R. Lopez, Chairman 3
Elpidio L. Ibañez, Member 3
Francis Giles B. Puno, Member 3
Arturo T. Valdez, Member, Independent Director 3
Peter D. Garrucho, Jr., Member 3
For 2014, the NCC reviewed the qualifications, credentials and disqualifications of nominees for Regular and Independent Directors in the 2014
Annual Stockholders Meeting, as well as the qualifications and disqualifications of the new Compliance Officer and the new EDC Vice President
for Strategic Contracting. The NCC also reviewed the pay structure of Assistant Managers and higher positions, the long-term retention program
for Executives, Managers and other individuals selected by the Board and the grant of the 2014 Variable Incentive and Gratuity Pay.
c)
Risk Management Committee (RMC). The duties and responsibilities of the RMC, as indicated in its Charter, are as follows:
1. Conduct a yearly evaluation of the Company’s risk assessment and risk management program and ensure that appropriate controls are in
place.
2. Recommend to the Board the Company’s strategic risks, including the risk mitigation and control measures that require immediate or
urgent implementation.
3. Meet periodically with the Audit and Governance Committee, key management, and internal and external auditors to understand and
discuss the control environment.
4. Review the Company’s risk tolerance, financial exposures, and investment guidelines, including the mitigating strategies, insurance, and
other risk financing schemes being undertaken.
5. Review periodically the security, safety, physical loss control measures, and the specific Emergency Response Plan adopted by the Company
to ensure that all risks are adequately covered.
The RMC conducted two (2) meetings in 2014. Funds priority risk, cultural alignment risk, 2014 Risk Management Projects, BGBU Risk Review,
Approval of EDC’s Hedging Policy and Disaster Preparedness and Recovery Risk are several items discussed during RMC’s meetings in 2014.
Directors who are non-committee members also attended the RMC meetings. On the average, eighty-three percent (83%) of our RMC members
are in attendance in every committee meeting in 2014. Details of the RMC meeting attendance are as follows:
Name of Directors Who Attended*
No. of Meetings Attended
Francis Giles B. Puno, Chairman 2
Jonathan C. Russell, Member 2
Peter D. Garrucho, Jr., Member 1
*Other non-member directors attended at least one committee meeting, namely, Federico R.
Lopez, Ernesto B. Pantangco, Francisco Ed. Lim (ID) and Arturo T. Valdez (ID)
The following are the activities of our RMC in 2014:
• Business Continuity Management. Business Continuity Management (BCM) was launched in our Leyte Geothermal Business Unit (LGBU)
and Bacman Geothermal Business Unit (BGBU). Plans for emergency response, crisis management, and business recovery have been
developed in LGBU while these are ongoing for BGBU.
To further strengthen the BCM capabilities of the organization, desktop simulations covering various emergency and crisis management
scenarios were also conducted.
• Strategic Business Unit Risk Reviews. Risk reviews were conducted as part of their annual planning and strategy execution process by
the following business units: (a) BGBU; (b) Mount Apo Geothermal Business Unit (MAGBU); (c) LGBU and (d) Northern Island Geothermal
Business Unit.
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This page contains the following GRI indicator(s):
G4-38.