Governance Practices

SPC Corporate Governance

At SPC Power Corporation, we uphold the highest standards of corporate governance to ensure transparency, accountability, and ethical conduct across all aspects of our operations. Guided by our core values of Integrity, Mindset, Purpose, Accountability, Courage, and Teamwork, governance is not just a requirement—it is a cornerstone of our corporate culture.

With more than 25 years of service in the Philippine energy sector, we recognize that strong governance is essential to sustaining long-term growth, strengthening stakeholder trust, and supporting national development. Our governance framework, aligned with regulatory requirements and industry best practices, reflects our commitment to fairness, responsibility, and ethical leadership.

This page provides an overview of our governance structure, policies, and practices. We invite you to learn more about how SPC Power Corporation continues to build value and positive impact for our shareholders, employees, customers, and communities through principled and transparent leadership.

Corporate Governance Framework

At SPC Power Corporation, our corporate governance framework is built on the foundation of our core values - Integrity, Mindset, Purpose, Accountability, Courage, and Teamwork. This framework is clearly defined through our Manual on Corporate Governance, Codes of Business Conduct and Ethics, and a comprehensive set of governance policies and protocols that guide decision-making across the organization.

Our governance practices reflect a collaborative approach, where the Board of Directors and its Committees work closely with management and employees to uphold ethical standards, ensure accountability, and drive sustainable growth. Together, these bodies create a culture of responsibility and transparency that aligns corporate objectives with the best interests of our stakeholders.

Manual on Corporate Governance
Codes of Business Conduct and Ethics

Annual Shareholders Meeting

SPC Power Corporation actively promotes shareholder engagement by issuing notices and agendas for Annual Stockholders' Meetings (ASMs) at least 28 days prior to the event. These documents, along with rationale for agenda items, sample proxies, and meeting venue details, are readily accessible on the company's website. Comprehensive profiles of director nominees are provided well in advance, allowing shareholders ample time for evaluation before the ASM.

The Definitive Information Statement (SEC Form 20-IS) is distributed to shareholders at least 15 business days ahead of the ASM. Additionally, copies of the Integrated Annual Report are available during the meeting, with downloadable versions accessible on the company's website. Shareholder registration processes have transitioned to digital platforms, simplifying the process by requiring only valid identification for database retrieval and allowing for updates to personal information as needed.

Key stakeholders, including Board members, the CEO, independent auditors, and other key officers, attend the ASM to engage with shareholders and address inquiries. Shareholder questions are welcomed by the Chairman during the meeting, fostering open dialogue and transparency. Feedback from shareholders and stakeholders regarding meeting conduct and improvements are diligently reviewed and discussed by ASM working teams during post-mortem meetings.

Enterprise Risk Management

The Company is cognizant that enterprise risk management is integral to an effective corporate governance process.

Its size, risk profile and complexity of operations however, does not necessitate the establishment of a separate Board Risk Oversight Committee which is generally for conglomerates and companies with a high risk profile.

The Company’s Audit Committee performs the duties and responsibilities of a Board Risk Oversight Committee.

Enterprise Risk Management