The Manual on Corporate Governance (Manual) is the corporate governance charter of the Company. It is a clear statement by the Company, the Board of Directors, Management, Employees, and Shareholders, that corporate governance is a necessary component of what constitutes sound strategic business management. The Manual was approved by the Board at its regular meeting on August 14, 2002, and was submitted and received by the SEC on September 3, 2002. The Manual has since been reviewed, revised, updated and amended by subsequent Board actions in keeping with evolving best practices in the Philippines and the ASEAN Region.

The Company’s governance framework and practices are codified in the Amended Manual of Corporate Governance.  These contain the Company’s plan to comply with the Organization for Economic Cooperation and Development (OECD) principles on corporate governance, and are regularly reviewed and updated to ensure that these are at par with the best corporate governance practices in the Philippines and the ASEAN Region. Please click here for a copy of the Amended Manual on Corporate Governance

The Code of Ethics and Business Conduct (Code), adopted by the Company in 2002 and updated in 2016, outlines how Executive Management, team leaders, and team members are expected to uphold ethical standards in the Company’s day-to-day operations. It also summarizes the Company’s fundamental policies and directives.  

Since the approval of the Amended Code, the Board of Directors, Team Leaders, and Members have received training and affirmed their commitment by signing the Personal Commitment Form.



In 2021, the Company revised the Code of Ethics and Business Conduct to reflect the Group’s commitment to conducting business sustainably; preventing bribery, corruption, and money laundering; and complying with relevant international trade and data privacy laws. Read here for a copy of the Code.   

The Company’s Manual is supported by various company policies that are regularly reviewed and issued by the Board of Directors.  These include the Code of Ethics and Business Conduct, Revised General Trading Policy, Whistleblowing Policy, Conflict of Interest Policy, Data Privacy Policy and RPT Policy.    

AboitizPower ensures that its Code of Ethics is cascaded to new team members as part of their onboarding processes.  Team members are also required to sign an affirmation that they have read the Code of Ethics. They are expected to act professionally, fairly and with integrity in all of their business dealings, and to comply with all applicable laws and regulations, including those against bribery and corruption.

The Board of Directors of the Company believes that it can usefully supplement its ability to make audit decisions effectively and in a timely manner if it can delegate to an Audit Committee the tasks of (1) preparing a strategic audit agenda for the Company and (2) providing oversight over the Company’s financial reporting policies, practices and control, and internal and external audit functions.

Company Policies and Protocols 

Board & Board Committee Charters

As a publicly listed company, the Company is subject to numerous stringent laws and regulations. All Company employees are made aware of their responsibility to know and understand the laws applicable to their respective job responsibilities and are directed to comply with both the letter and the spirit of these laws. All employees are expected to behave properly within the bounds of law and are also cautioned to avoid any appearance of impropriety. The Company ensures that all stakeholders are aware of these various laws operating within its own environment, and adopts policies to encourage participation and prevent any violation of these laws. One such policy is the non-acceptance of gifts from persons who have a beneficial relationship with the Company. The Company makes it a point that employees know that gifts and special favors may create an inappropriate expectation or feeling of obligation. It is a policy of the Company that business gifts to, and entertainment of, non-government employees in connection with business discussions or the development of business relationships are only appropriate if they are in the ordinary course of business and their value is modest. (See Code of Ethics and Business Conduct).

In dealings with suppliers and other business partners, the Company likewise ensures that they are compliant with the laws, for example, requiring appropriate registration from the Bureau of Internal Revenue, the local government units, the ERC, SEC and PSE, and other regulatory bodies. Another example is the withdrawal of the members of the Board, management and employees from transactions with potential conflict of interests as mandated. All directors are prohibited from participating in any Board discussion or decision affecting their personal, business or professional interests. All employees, officers and directors have an obligation to act in the best interests of the Company.

The Company’s Code of Ethics and Business Conduct, as well as internal policies not only require a disclosure of conflict of interest but also require a behavior to refrain from entering into transactions of the Company. At the Board level, directors are encouraged to disclose and refrain from participating or voting matters that affect their personal, business or professional interests that are likely to give rise to conflicts of interest situation. All employees, officers and directors have an obligation to act in the best interests of the Company. 

In dealings with its customers, suppliers and business partners, the Company abides by the Fair Dealing Policy found in its Code of Ethics and Business Conduct. The basis of the policy is the Company’s objective to out-perform its competition fairly and honestly through superior performance. Every employee, officer and director therefore always prioritizes the best interests of the Company’s clients and endeavours to deal fairly with suppliers, competitors, the public and one another. No one should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.

In dealings with suppliers and other business partners, the Company likewise ensures that they are compliant with the laws. All directors are prohibited from participating in any Board discussion or decision affecting their personal, business or professional interests in a transaction involving the Company as a party. All employees, officers and directors have an obligation to act in the best interests of the Company. 

The Company’s power generation and distribution operations are subject to stringent safety, health, environmental and other regulatory standards. For the year 2016, the Company, its subsidiaries and affiliates were fully compliant with the legal standards. AboitizPower and all its generation companies and distribution utilities were granted Certificates of Compliance from the relevant governmental agencies and bureaus requiring certification. The business units of the Company are committed to the needed expenditure and compliance requirements on occupational health and a clear demonstration of how the Company values health and safety measures in the work environment. 

The Board of Directors conduct an annual performance assessment of the Board members and key officers. The Board members conduct a self assessment of their individual and collective performance, and also evaluate the performance of the CEO, the Internal Audit Head, Chief Risk and Reputation Officer, and the Compliance Officer.

Each director conducts a self-assessment on the individual and the collective performance of each member of the Board and Board committees. In addition, each director evaluates the performance of their respective Chairman, Chief Executive Officer, Internal Audit Head, Risk Officer, and Compliance Officer. In turn, select key officers of AboitizPower are anonymously asked to evaluate the performance of each of their respective companies’ Board directors.

The assessment forms are prepared and regularly reviewed by the Compliance Officers to elicit relevant and valuable insights on the following assessment criteria: (1) compliance with best governance practices and principles; (2) participation and contribution to the Board and committee meetings; and (3) performance of their duties and responsibilities as provided in the company’s Revised Manuals, Charters, Amended Articles, and Amended By Laws. In addition, AboitizPower directors are evaluated by their respective key officers based on the following criteria: (1) business acumen, (2) independent judgment, (3) familiarity with the business, (4) active participation and effective challenge, (5) professional expertise and network, (6) value contribution, (7) embodiment of Aboitiz core values, and (8) reputation. Assessment results are presented to the respective ESCG Committees as part of the nomination and selection process of incumbent Board members. The Corporate Governance Code and the Revised Manuals requires that at least once in every three years, the conduct of the Board performance assessment must be supported by an independent third party facilitator.

In 2023, AboitizPower engaged the Institute of Corporate Directors (ICD), a non-stock, not-for-profit national association of corporate directors and other stakeholders engaged in corporate governance, to support its Board performance assessment exercise. The results of the assessment, as well as the recommendations from ICD, were presented and discussed at the ESCG Committee meeting.

Consistent with our core values, including respect for individuals and cultures, the Company is committed to a workplace in which all individuals are treated with dignity and respect. Each individual should have the ability to work in an environment that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, the Company expects that all relationships among persons in the workplace will be professional and free of bias, harassment or violence. 

To this end, the Company has adopted, among other initiatives, an Anti-Sexual Harassment Policy, in accordance with the provisions of Republic Act No. 7877 or the Anti-Sexual Harassment Act of 1995.

The Company regards its people as its most significant and valuable asset. Regardless of position, all employees contribute to the Company’s growth as an organization by striving for quality performance. As such, the Company fosters an environment where all team members are encouraged to excel and grow through training, values orientation, and motivation to achieve their aspirations, in line with corporate goals and objectives.   

To encourage team members to develop their leadership behaviors and apply their creative talents in pursuit of excellence, the Company has established a Human Resources (HR) Policy that caters to the diverse needs of employees and serves as a guide to maximize employee contribution.

The Company’s HR Policy is accessible through the Company portal and covers the following:

Code of Ethics and Business Conduct

Diversity, Equity, and Inclusion Policy

Anti-Corruption Policy

Data Privacy and Protection Policy

HR Governance and Compliance Policy

Recruitment and Selection Policy

Onboarding and Offboarding Policy

Whistleblowing Policy

Anti-Sexual Harassment and Safe Spaces Act Policy

Government-mandated Policies

Time and Attendance Policy

Leave and Time-off Policy

Flexible Work Arrangements Policy

Rewards and Recognition Policy

Compensation and Benefits Policy

Annual Adjustment and Incentives Policy

Loans and Advances Policy

Performance Management Policy

Rewards and Recognition

Learning  and Development Policy

Employee Transfers and Promotions Policy

Employee Discipline Policy

Separation Policy

Retirement Policy

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Sustainability

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Corporate Governance

AboitizPower upholds the highest ethical standards, safeguarding the integrity of our initiatives and developments as a business enterprise and a partner for environmental protection.

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