PLDT is the leading telecommunications service provider in the
Philippines. Through its three principal business segments—
wireless, fixed line and business process outsourcing (BPO)
—PLDT offers the largest and most diversified range of
telecommunications services across the Philippines’ most
extensive fiber optic backbone and wireless, fixed line, broadband
and satellite networks.
PLDT is listed on the Philippine Stock Exchange (PSE:TEL) and its
American Depositary Shares are listed on the New York Stock
Exchange (NYSE:PHI). In 2011, PLDT was one of the largest
Philippine-listed companies in terms of market capitalization.
MISSION/VISION
PLDT will be the preferred full service provider of voice, video
and data at the most attractive levels of price, service quality,
content and coverage, thereby bringing maximum benefit to the
Company’s stakeholders.
VALUES
Accountability
We take full responsibility for our actions and decisions.
Integrity
We do the right thing.
Fairness
We uphold justice and fair play.
Transparency
We disclose accurate and prompt information.
SUBSIDIARIES
Wireless
Smart Communications, Inc. and Subsidiaries
Digital Mobile Philippines, Inc.
Smart Broadband, Inc. and Subsidiaries
Chikka Holdings Limited and Subsidiaries
Fixed Line
PLDT Clark Telecom, Inc.
PLDT Subic Telecom, Inc.
PLDT Global Corporation and Subsidiaries
PLDT-Philcom, Inc. and Subsidiaries
PLDT-Maratel, Inc.
Digital Telecommunications Philippines, Inc.
ePLDT, Inc.
BPO
SPi Technologies, Inc. and Subsidiaries
SPi CRM, Inc. (formerly ePLDT Ventus, Inc.)
ABOUT THE COVER
The PLDT 2011 Annual Report cover captures
the changing face of telecommunications as
represented by the various screens — PCs, laptops,
tablets, smart phones, and smart TVs — that people
use to connect with each other and the rapidly
growing world of information and other services
in the internet. PLDT is leading the shift to this
emerging ecosystem of pervasive multimedia
services by investing strategically in its networks,
technologies and people.
PLDT AR 2011 FINAL.indd 1
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COMPARATIVE HIGHLIGHTS
2007
2008
2009
2010
2011
FINANCIAL INFORMATION (in millions, except
cash dividends declared per common share)
Revenues
Service Revenues Php149,682
Php157,528
Php159,597 Php156,170
Php153,958
Non-Service Revenues 2,480 2,709 2,426 2,217
152,162 160,237 162,023 158,387
Expenses
Depreciation and Amortization 28,613 24,709 25,607 26,277
Compensation and Employee Benefits 20,470 20,709 23,100 24,070
Interconnection Cost 14,204 14,655 14,030 13,928
Repairs and Maintenance 7,310 8,569 8,631 9,434
Asset Impairment 1,317 4,180 5,061 2,438
Selling and Promotions 5,541 5,695 5,749 5,284
Professional and Other Contracted Services 5,588 4,591 4,361 4,853
Cost of Sales 5,127 5,252 5,432 4,771
Others 10,490 12,081 12,170 11,776
2,645
156,603
27,957
20,151
12,586
10,391
10,209
7,847
5,668
5,443
13,130
Net Income Attributable to Equity Holders of PLDT
Php36,004 Php34,635 Php39,781
Php40,217
EBITDA
Core Income
Php83,162 Php87,741 Php86,194 Php83,717
Php35,151 Php38,079 Php41,138 Php42,028
Php31,697
Php79,959
Php39,035
Php98,660 Php100,441
Php104,141
Php102,831
Php113,382
Property, Plant and Equipment
Php364,972
Php377,220 Php390,692 Php416,390
Php479,236
Accumulated Depreciation, Amortization and Impairment 205,558 216,894 229,436 253,206
281,505
Carrying Value
Capital Expenditures
Short and Long-Term Debts
Net Debt
Php159,414 Php160,326 Php161,256 Php163,184
Php197,731
Php24,824
Php25,203 Php28,069 Php28,766
Php31,207
Php60,640 Php73,911 Php98,729 Php89,646
Php117,275
Php29,778 Php33,557 Php56,586
Php52,299
Php70,660
Equity Attributable to Equity Holders of PLDT
Php111,113 Php105,531 Php98,575 Php97,069
Php151,833
Cash Dividends Declared Per Common Share
Out of the Earnings for the Year
Php184 Php200 Php218 Php222
Php189
OPERATING INFORMATION
Number of Cellular Subscribers 30,041,030 35,224,604
41,328,641 45,636,008
63,696,629
Number of Fixed Line Subscribers 1,724,702 1,782,356 1,816,541 1,822,105
Number of Broadband Subscribers 579,095 995,916 1,614,407 2,021,004
Wireless 314,804 563,333 1,054,743 1,377,956
Fixed Line 264,291 432,583 559,664 643,048
Number of Stockholders 2,185,395 2,183,666 2,183,194 2,182,391
Number of Employees 30,255 29,904 29,035 28,770
Wireless 5,415 5,602 5,507 5,165
Fixed Line 8,080 7,813 7,947 9,572
BPO
16,760 16,489 15,581 14,033
2,166,295
2,928,369
2,086,096
842,273
2,181,823
34,116
8,043
11,409
14,664
The 2007-2010 results have been restated to reflect the change in the presentation of outbound revenues and the implementation of the reorganization of our business segments.
2 COMPARATIVE HIGHLIGHTS
PLDT AR 2011 FINAL.indd 2
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CONSOLIDATED FINANCIAL
PERFORMANCE HIGHLIGHTS
Service Revenues
(Php in billions)
EBITDA
(Php in billions)
Core Income
(Php in billions)
87.7
86.2
83.2
83.7
80.0
149.7
157.5 159.6 156.2 153.9
200
150
9.6
9.4
7.9
7.6
8.1
46.9
47.3
50.2
46.1 49.3
100
50
0
93.2
100.8 101.5 102.5 96.5
100
80
60
40
20
0
41.1
42.0
39.0
38.1
35.2
50
40
30
20
10
0
2007 2008 2009 2010 2011
2007 2008 2009 2010 2011
2007 2008 2009 2010 2011
Wireless Fixed Line BPO
Subscriber Base
(in millions)
Cash Flow from Operations
(Php in billions)
Market Capitalization
(Year-end, Php in billions)
77.4
78.3
74.4
77.3
79.2
32.3
38.0
44.7
49.4
68.8
2.2
2.9
1.8
2.0
1.8
1.6
1.8
1.0
1.7
0.6
30.0
35.2
41.3
45.6 63.7
70
60
50
40
30
20
10
0
80
70
60
50
40
30
20
10
0
599.3
396.5
545.1
489.4
477.0
600
500
400
300
200
100
0
2007 2008 2009 2010 2011
2007 2008 2009 2010 2011
2007 2008 2009 2010 2011
Wireless Broadband Fixed Line
PLDT AR 2011 FINAL.indd 3
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CONSOLIDATED FINANCIAL PERFORMANCE HIGHLIGHTS 3
A MESSAGE FROM THE
CHAIRMAN
By taking the forward
view and making
strategic investments in
2011, we have placed
PLDT in the best
possible position to
enhance its leadership
far into the future.
PLDT AR 2011 FINAL.indd 4
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F aced with unprecedented challenges, your Company took bold,
game-changing moves in 2011.
We invested in Digital Telecommunications Philippines, Inc. (Digitel)
in a Php74.1 billion share swap transaction and thus fortified our
position in an intensely competitive market.
We also accelerated the Php67.1 billion modernization program of
our fixed and mobile networks. Within 2012, we will have a 4G-
ready mobile phone network and a fixed line infrastructure that
delivers ultra-fast fiber-to-the-home (FTTH) broadband services on
top of DSL internet services and, yes, high-quality voice as well.
Moreover, PLDT completed the re-organization of its business
units designated to serve the segmented individual, home and
enterprise markets. This enables us to maintain a single-minded
focus on providing better quality and affordable services tailored to
our customers – whether these are large corporations or ordinary
Filipinos living in remote parts of the country or overseas.
Through these and other initiatives, we have made the necessary
investments that arm us well for future growth, and provide PLDT
with the assets with which to maintain its undisputed leadership
in a competitive contest.
Profiting from Disruptive Forces
We undertook these measures to address the threats – and profit
from the opportunities – posed by a profoundly disruptive global
and domestic industry environment. As I said in my message on
the 2010 Annual Report, the dynamics of our business have been
changing radically in recent years. Old business models are being
displaced by new ones, traditional revenue sources are declining
and new internet-based businesses are rising in the context of a
fiercely competitive market.
Those trends became even more manifest in 2011 and impacted
more tangibly our revenues and margins.
Consolidated service revenues (inclusive of a prorated share of
Digitel revenues during the year) dipped 1% to Php153.9 billion.
Core net income declined 7% to Php39.0 billion, while reported
income slipped to Php31.7 billion in 2011 from Php40.2 billion in
2010 due to exceptional, one-time provisioning.
These numbers reflect both the indubitable effects of the evolving
industry environment and the cost of our efforts to adapt to these
changes. On the one hand, revenues and margins have been
affected by the continuing shift to unlimited and bucket pricing
packages and tough competition in the domestic cellular business
as well as the migration to internet-based services in international
voice services. On the other hand, the reduction in reported
income stemmed in large part from a one-time Php8.4 billion
asset impairment charge arising from the decommissioning of old
network equipment as part of our ongoing network modernization
program.
On the plus side, we grew our subscriber base in all our businesses,
as a result of both organic growth within PLDT plus the acquisition
of Digitel. Our wireless subscriber base reached 63.7 million by
the end of 2011, establishing our leadership in both postpaid and
prepaid segments. Our combined broadband subscriber base
increased by 45% to just over 2.9 million. Our fixed line subscribers
grew to over 2.2 million from 1.8 million in the previous year,
inclusive of new PLDT subscribers and existing Digitel subscribers.
Moreover, our statements of financial position remain solid, our
debts maintained within prudential limits and our cash flows
strong. Indeed, consolidated free cash flow increased by 8% to
Php47.2 billion, enabling us to support our massive capex program
as well as paying out dividends equivalent to 100% of core
earnings for the fifth year in a row.
Our Priorities for 2012
Despite our transformative initiatives in the past, we expect
2012 to remain a difficult year. Given the delay in closing the
Digitel transaction, more time will be needed to realize its benefits
in full. The good news is that the transformation process has
started. Meantime, competition is likely to remain intense even
as disruptive market and technology trends continue to affect our
various businesses.
I refer to 2012 as the Year of Alignment. Our guidance for core
income in 2012 is Php37.0 billion, lower than last year as we
digest Digitel and focus on the fluid market dynamics. That said,
our expectation is that we shall return to previous levels of core
income in 2013 and 2014. It is fully our intention to put PLDT back
on an upward income trajectory starting 2013.
To get PLDT back on the growth path, we are focused on
accomplishing several key tasks this year:
First, it is imperative that the synergies among PLDT, Smart, Digitel,
and Digitel Mobile Philippines, Inc. (DMPI) be maximized. Some
progress has already been made in this regard. We have for example
reduced capital expenditures by some Php8 billion by rationalizing
our network roll-out. More challenging but also potentially more
A MESSAGE FROM THE CHAIRMAN 5
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The Group is leading the way into the emerging
era of cloud-based multimedia services and
solutions where ’smart’ devices connected via
pervasive broadband connections enable people
to live more productive, enriching and fun-filled
lives.
rewarding is the task of getting the different companies within the
Group to offer the right mix of products and services to address
the specific needs of different market segments.
Second, we shall complete our network modernization program
within the year. By mid-2012, we shall have replaced the facilities
in all cell sites of the Smart cellular network with new equipment
that provide improved voice and text services and are also easily
upgradeable to high-speed wireless broadband technologies such
as Long-Term Evolution (LTE) and HSPA+. We are also deploying
more FTTH facilities to complement our Next Generation Network
(NGN) and DSL lines on our copper network. Further, we are
installing greater intelligence in our backroom operations. This
massive, simultaneous upgrade of our fixed and mobile networks
— including our domestic fiber optic backbone and international
cable connections – equips PLDT with unmatched capabilities to
meet the needs of our customers for communications services and
solutions.
Third, we are reconfiguring our organization to address key market
segments, and bring compelling new IP multimedia services and
solutions to complement our enhanced mainstream services such
as voice and text. With our vastly improved and most extensive
networks nationwide, PLDT is in the best position to offer
customers a wide-range of relevant and compelling multimedia
and traditional services. We shall deliver these services using
both wired and wireless channels, increasingly tapping ”cloud”
technologies, to a growing variety of intelligent fixed and mobile
devices. This vision includes serving the needs of power, water,
tollways and healthcare companies of the Metro Pacific Group.
Record-setting Awards
We are most gratified that our efforts have again won recognition
from prestigious award-giving bodies here and abroad.
6 A MESSAGE FROM THE CHAIRMAN
PLDT was cited as the Best Managed Company by Finance Asia, a
regional financial magazine. Smart was chosen Operator of the Year
at the Asia Communications Award. SPi Global was recognized as
the BPO Company of the Year at the 5th International ICT Awards.
Also satisfying were the awards for corporate governance, investor
relations, and strong dividend policy given to PLDT by Finance
Asia, Euromoney and Institutional Investor – all prestigious
international publications.
Smart won a record-setting 31 trophies at the 47th Anvil Awards
from the Public Relations Society of the Philippines for its
communications and public service programs while PLDT and
PLDT-Smart Foundation Inc. (PSF) added four more excellence and
merit awards.
Pursuing Our Social Commitment
The floods that hit the cities of Cagayan de Oro and Iligan in
Northern Mindanao and the earthquake that jolted Oriental
Mindoro in late 2011 and early 2012 were vivid reminders of the
critical role that telecommunications play in people’s lives.
The networks of PLDT and Smart stayed on air and online during
those critical times and kept the affected communities in touch
with disaster relief agencies, and with their loved ones. Smart
immediately set up Libreng Tawag stations in the affected areas
while PLDT, Smart and TV5 volunteers distributed relief goods to
the affected communities.
Aside from responding to emergencies, we are also stepping up
our efforts to help improve the country’s disaster preparedness.
Under a program of the Philippine Disaster Recovery Foundation
(PDRF), Philippine Atmospheric, Geophysical and Astronomical
Services Administration (PAGASA), the country’s weather agency,
PLDT AR 2011 FINAL.indd 6
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Outlook
By taking the forward view and making strategic investments in
2011, we have placed PLDT in the best possible position to enhance
its leadership far into the future. The Group is leading the way
into the emerging era of cloud-based multimedia services and
solutions where ’smart’ devices connected via pervasive broadband
connections enable people to live more productive, enriching and
fun-fi lled lives.
It will take much hard work and sacrifi ce to make these investments
bear fruit. But we all can take comfort from the fact that the
people of PLDT are fully committed to realizing the benefi ts of this
vision for your Company and for our country.
In closing, allow me to thank most sincerely the Management and
Staff for their efforts in the face of diffi cult circumstances. As well,
I wish to express my gratitude to the Board of Directors for their
guidance and to our shareholders for their continued support.
MANUEL V. PANGILINAN
Chairman of the Board
installed in 2011 some 63 automatic rain gauges in Smart cell
sites all over the country to upgrade its monitoring and fl ood
forecasting systems. In March 2012, Smart and DMPI agreed to
co-locate another 600 rain gauges in the 18 major river basins
of the country under an agreement with the Department of
Science and Technology (DOST). This project promises to improve
signifi cantly the country’s ability to anticipate and prepare for
destructive fl oods caused by increasingly volatile weather in
various parts of the country.
In education, the Group continued its efforts to help teachers
enhance their knowledge and skills through various programs.
Under the Gabay Guro program of the PLDT Managers Club,
Inc. (MCI) of PLDT, 350 teachers in 20 provinces were granted
scholarships while teachers who did well in the computer training
course under the PLDT Infoteach Outreach Program were given
online scholarships at the University of the Philippines Open
University (UPOU).
its yearly engineering
innovation
Smart further enhanced
competition by introducing a mobile applications contest as
part of its program to support the growth of an applications
developers’ community in the country. PSF and Smart are working
with Ramon Magsaysay awardees Dr. Christopher Bernido and
Dr. Maria Vitoria Carpio-Bernido to promote their Dynamic Learning
Program (DLP) in different parts of the country. Developed by the
two outstanding physicists from Bohol, DLP raises the quality of
education through an innovative and very cost-effective student-
focused learning system.
We have also expanded our programs in health following the
successful introduction of Smart’s electronic referral system in
Iloilo. The system has been brought to Quezon City and Malabon,
and will soon be offered in other provinces in Visayas and
Mindanao.
The Group has maintained its strong support for Philippine sports
by staging national events such as the “All-Star NBA Exhibition
Games” and the “Smart MVP Best of the Best Taekwondo
Championships” or assisting national teams compete overseas
such as the Philippine Cycling Team joining the Asian Cycling
Championships in 2012. We are now busy preparing for
international basketball competition with a newly-reorganized
Smart Gilas basketball team, in the run up to the FIBA World
Cup in Spain in 2014. We are also a signifi cant supporter of the
Amateur Boxing Association of the Philippines (ABAP) and of the
Azkals National Football team.
PLDT AR 2011 FINAL.indd 7
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A MESSAGE FROM THE CHAIRMAN 7
A LETTER FROM THE
PRESIDENT
& CEO
Our pursuit
of undisputed
market leadership
is strengthened
by our network
modernization
program which
we embarked on
in 2011 and which
we expect to
complete in 2012.
PLDT AR 2011 FINAL.indd 8
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Dear Fellow Shareholders:
2011 was a milestone year for the PLDT group as
we undertook a game changing move with
the acquisition of Digitel. It was a year marked by heightened
competition in cellular and the explosive growth of broadband
and data. We also embarked on a massive network modernization
program to underscore PLDT’s undisputed market leadership.
Our 2011 results reflect the interplay of all these efforts.
Financial Highlights
Consolidated service revenues for the year dipped by 1% to Php153.9
billion. Our broadband and BPO businesses registered strong
increases, though not enough to offset the continued declines in
our international long distance and wireless businesses, the latter
impacted by intense industry competition. The strength of the peso
also contributed to the year-on-year decline in revenues.
EBITDA for 2011 decreased by 4% year-on-year to Php80.0 billion
as a result of lower service revenues and higher operating costs
primarily wireless selling and promotion expenses and subsidies as
part of PLDT’s response to the competitive situation. EBITDA margin
declined to 52% from 54% in 2010.
Consequently, core income for 2011 was lower by 7% year-on-year
at Php39.0 billion.
Reported net income of Php31.7 billion is lower by Php8.5 billion
vis-à-vis 2010 reflecting the one-time charge related to the asset
impairment arising from the two-year network modernization
program that completes in 2010.
Free cash flow for 2011 remained robust at Php47.2 billion, reflecting
an 8% or Php3.5 billion increase over the 2010 level. Higher cash
from operations and lower net interest payments offset the higher
level of capital expenditures.
In line with our dividend policy, the Board approved the payment of
a final dividend for 2011 of Php63 per share, which in addition to
the interim dividend of Php78 per share paid in September, brings
total regular dividends per share for the year to Php141, or a 70%
dividend payout. Following the “look back” approach, the Board also
authorized the payment of an additional 30% special dividend of
Php48 per share, for a total dividend of Php189 or 100% payout for
2011. The lower amount compared with Php222 per share in 2010
reflects the lower core income as well as the dilution in earnings per
share arising from the issuance of shares in connection with the
acquisition of Digitel. Nonetheless, this is the fifth consecutive year
that the Company has paid 100% of its core earnings as dividends.
PLDT paid Php457 million in preferred dividends in 2011. However,
on January 19, 2012, PLDT redeemed 405 million of Series A to FF
preferred shares issued under our Subscriber Investment Plan or SIP.
With the reduced number of preferred shares outstanding, preferred
dividend payments would henceforth be very minimal.
The peso closed at Php43.92 vis-à-vis the U. S. dollar at the end of
2011 compared with Php43.81 at the end of 2010. The average peso-
dollar exchange rate for the year was Php43.31, a 4% appreciation
vis-à-vis Php45.12 in 2010.
Network Modernization Program
Our pursuit of undisputed market leadership is strengthened by our
network modernization program which we embarked on in 2011
and which we expect to complete in 2012.
As part of our two-year program, we invested Php31.2 billion in
capital expenditures for 2011, an 8% increase over 2010. Capex for
2012 is estimated at Php38.8 billion.
By the end of 2012, the PLDT Group network will deliver additional
capacity that is flexible and scalable to allow future business
growth and allow seamless transition to cutting edge broadband
multimedia service provider.
In concrete terms, our access network would have been upgraded
such that 100% of our base stations would be single RAN (radio
access network); 3G coverage would be at 90%; migration to NGN
for our fixed line would be near-completion, and our network would
be ready for LTE.
Our transport network would have about 54,000 kilometers of fiber
assets, while for our core network, installation of new switches and
packet core would have been completed.
We would have further strengthened our international capacity
with four cable landing stations, alliances with 12 international
cable systems, and one Terabit capacity.
Clearly, we would have a superior network that would ensure that
our subscribers enjoy quality service delivered cost efficiently.
Subscriber Base
Our customer base continued to grow strongly in 2011, with leading
market shares in all segments.
The PLDT Group had close to 69 million subscribers at the end of
2011 consisting of about 63.7 million cellular subscribers, 2.9 million
A LETTER FROM THE PRESIDENT AND CEO 9
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We believe that there is a bright future for
PLDT, and we are investing in that future.
Our network modernization program and
the acquisition of Digitel are major and bold
investments we made this year. We have
embarked on a major reorganization to give
greater focus to the customer.
broadband subscribers, and 2.2 million fixed line subscribers. These
numbers include close to 15 million cellular subscribers, over 551,000
broadband subscribers, and close to 300,000 fixed line subscribers of
Digitel.
Broadband
Momentum in our broadband business continued with combined
broadband and internet service revenues of Php18.8 billion, an
18% increase over 2010. DSL revenues rose 17% to Php7 billion
following a 31% increase in subscribers, while wireless broadband
revenues improved by 8% to Php6.8 billion buoyed by a 53% rise
in subscribers. Mobile internet revenues climbed by 91% to Php1.6
billion reflecting the increasing popularity of the service.
We remain excited by the potentials of the broadband business
where PLDT has taken an early lead in the market, enabled by the
strength of our integrated network and our focus on providing
quality experience to the customer.
As the price of smartphones comes within reach of the mass
market, we expect to see greater use of mobile internet as more
customers opt for the convenience of browsing using their phones
over internet cafes.
We anticipate making available more tiered or differentiated
services that offer varying speeds and price points to our
customers, including FTTH, as well as bundled products such as
WiFi service outside the home for DSL subscribers, direct-to-home
or DTH/content packages in addition to our fixed line service, among
many others.
Wireless Business
Despite growth in call minutes and SMS volumes, the proliferation
of competitive bucket and unlimited offers resulted in lower yields
and consequently, lower wireless service revenues. Revenues from
our wireless business registered a 2% year-on-year decrease to
Php102.1 billion in 2011, which included Php3.1 billion from Digitel,
and Php99.0 billion from Smart. Revenues from voice and SMS
were lower by 4% and 2% compared with 2010, respectively, which
declines were not fully compensated by the growth in wireless
broadband and mobile internet revenues.
Wireless EBITDA was 6% lower versus 2010 at Php55.4 billion due
to lower revenues and higher cash operating expenses, particularly
selling and promotions and subsidies, in response to the competitive
situation. EBITDA margin dipped to 54%, in part due to the lower
margin of Digitel.
The prospects of our wireless business remain encouraging. With
the acquisition of Digitel, we believe that we have created a platform
that should eventually lead to improved yields and profitability.
In addition, the potential upside from wireless broadband and
mobile internet browsing is significant, and should be unlocked as
smartphone penetration increases. Finally, investments in network
modernization are expected to result in cost efficiencies leading to
improvements in EBITDA.
Fixed Line
Fixed line service revenues for 2011 dipped by 1% to Php58.8 billion,
reflecting in part the impact of the peso’s strength on 30% of our
fixed line revenues which are dollar-denominated. In addition, the
changing revenue mix in our fixed line business continued, with
revenues from international long distance, national long distance
and local exchange carrier lower by 3% versus 2010, although
offset by the 5% rise in corporate data and DSL revenues.
Fixed line EBITDA decreased by 2% to Php22.7 billion in 2011 due
to lower service revenues and higher cash operating expenses.
EBITDA margin, however, remained stable year-on-year at 39%.
Opportunities abound for our fixed line business with the
momentum in DSL subscriber growth, as well as opportunities for
upselling higher valued services such as FTTH, made possible by
our NGN upgrade. We see opportunities to offer more services
to Digitel customers as we make the PLDT network accessible to
them.
10 A LETTER FROM THE PRESIDENT AND CEO
PLDT AR 2011 FINAL.indd 10
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The unabated expansion of the offshoring and outsourcing industry
in the Philippines as well as the greater adoption of data center
and other cloud-based solutions will also support the growth of
our fi xed line business.
BPO
Service revenues from our BPO business climbed 6% to Php8.6
billion in 2011 refl ecting the benefi ts from investment in our sales
and marketing organization for the business, acquisition of a high-
margin business in education, publishing, and the divestment of
underperforming verticals.
BPO EBITDA rose by 23% to Php1.6 billion driven by better seat
utilization, higher revenues per full-time equivalent, the use
of more automation, and focus on cost cutting. EBITDA margin
improved to 18%.
The future of our BPO business remains bright, mirroring that of the
entire Philippine BPO industry. This potential, coupled with a focused
approach of generating sales, managing costs, and delivering world-
class quality services, should ensure the growing contribution of our
BPO business to overall PLDT performance.
Meralco
Our strategic investment in Meralco through PLDT Communications
and Energy Ventures (PCEV, formerly Piltel) is continually signifi cant
to the PLDT Group. 2011 was another record year for Meralco with
core income of Php14.9 billion, 22% higher than 2010, due to the
combined effect of higher electricity sales, an increase in customer
count, higher pass-through charges, as well as greater operating
effi ciencies.
debt to EBITDA of 0.9x still suffi ciently below optimum gearing levels.
PLDT’s debt profi le remains healthy with maturities well spread out.
2012: Investing in the Future
We believe that there is a bright future for PLDT, and we are
investing in that future. Our network modernization program
and the acquisition of Digitel are major and bold investments we
made this year. We have embarked on a major reorganization to
give greater focus to the customer. Our fi xed line and wireless
business units are looking for new ways to tap the synergies from
working more closely together. In addition, we are expanding our
reach to tap the potentials that may be available from the bigger
group PLDT belongs to.
All these efforts will entail unavoidable integration and alignment,
and will negatively impact our fi nancial performance in the short-
term. However, we are confi dent that we will fi nd ourselves back
on an upward growth curve starting 2013, returning to 2010
levels by 2014.
As the telecommunications industry evolves into a more complex,
multimedia environment, rest assured that your team at PLDT,
Smart and Digitel has already started the grueling process of
transforming the PLDT Group into a stronger organization ready
to do battle and lead in this new arena.
Beacon Electric Asset Holdings, Inc., owned equally by PCEV and
Metro Pacifi c Investments Corporation (MPIC), now owns the largest
stake in Meralco at 48%.
NAPOLEON L. NAZARENO
President and CEO
Dividends amounting to Php9.25 per share, or 70% of core earnings,
were paid out by Meralco for 2011.
Meralco’s prospects remain bright as it continues to explore
investments in power generation to supplement its current
distribution business. Meralco will undertake a prepaid electricity
pilot, one of the areas of mutual cooperation with the PLDT Group.
Financial Position
PLDT’s consolidated fi nancial position remained strong in 2011.
Consolidated debt increased to US$2.7 billion, including US$0.5
billion of Digitel debt. Net debt was higher at US$1.7 billion with net
PLDT AR 2011 FINAL.indd 11
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A LETTER FROM THE PRESIDENT AND CEO 11
PLDT GROUP 2011
MILESTONES
PLDT successfully completed the acquisition of a majority interest in Digitel from JG Summit and other shareholders of
Digitel, in a landmark share swap transaction valued at about Php69.2 billion. Shown here during the contract signing
rites are, from left: Lance Y. Gokongwei, President and Chief Operating Officer, JG Summit; Napoleon L. Nazareno,
President and CEO of PLDT and Smart; John L. Gokongwei, Jr., Chairman Emeritus, JG Summit; Manuel V. Pangilinan,
Chairman of PLDT ; and James L. Go, Chairman, JG Summit. At right is a typical Sun shop.
In 2011, PLDT embarked on a two-year, Php67-billion modernization
program designed to further improve its network performance and enable
subscribers to enjoy a significantly enhanced customer experience.
Highlights of this program include, for its fixed network: the continuing
migration to NGN, upgrading of the transport network with over 54,000
kilometers of fiber assets rolled out and able to carry up to ten times more
data on the DFON network, modernizing core network and building a third
cable landing station; for its mobile network: increasing 3G population
coverage to 70%, completing 40% of access modernization, completing
core network upgrade and upgrading transport network covering up to
82% of Metro Manila sites; for IT modernization: conducting technology
refreshment and group-wide optimization of IT systems and platforms for
customer relations management, operations and billing support, business
intelligences, enterprise resources and settlements.
Upon its completion by the end of 2012, the PLDT network would have
additional capacity that would allow future business growth and seamless
transition to cutting-edge broadband multimedia provider.
These include opportunities for savings in capital expenditure, increase
in Sun Cellular’s coverage, service quality upgrade of Digitel’s fixed line
subscribers, and increased reliability and service continuity of the PLDT
Group’s network.
During the last quarter of 2011, PLDT completed the acquisition of Digitel.
This would enable PLDT to expand and enhance its product offerings and
pass on the benefits of group synergies to the customers.
Pictorial highlights of PLDT’s achievements in 2011 are shown on this page
and the following pages.
12 PLDT GROUP 2011 MILESTONES
Smart won the “Operator of the Year”, the highest honors at the Asia Communication Awards,
which is given to the mobile operator that best exhibited how to address customer needs
in terms of quality, reliability, and customer service, provide strong and innovative service
offerings, show sound management, clear strategic direction and strong performance and
demonstrate revenue generation or growth.
MVP Bossing Awards – PLDT’s annual search for top entrepreneurs in the country – aims
to inspire aspiring and existing entrepreneurs to become Bossings and be successful in their
businesses through PLDT SME Nation’s solutions such as PLDT myDSL Biz, Negosyo Boost, and
CheckOut.
PLDT AR 2011 FINAL.indd 12
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PLDT launched its new business group brand – ALPHA Enterprise – during the ALPHA Track
Day event participated in by more than 100 C-level guests.
Smart’s new logo, unveiled during the highly successful Black Eyed Peas Manila concert
featuring Filipino-American singer, education advocate and Smart’s newest ambassador,
apl.de.ap., refl ects the evolving digital lifestyle of Filipinos. Smart’s corporate name in blue
remains, but its signature rays have been replaced with eight dots in various vibrant colors,
refl ecting the freedom and empowerment that Smart’s broader range of products and services
make possible.
The Negosyo Boost bundles – Connect, Launch, On-the-Go, and Internet Anywhere – which
are tailor-fi t for the needs of growing small businesses were launched during the Negosyo
Boost press conference.
PLDT and Smart’s Jump Experience Center showcases
the
latest technology, converged services, and
innovations that encourage Filipinos to adopt a fully
connected digital lifestyle.
Sun Cellular makes Philippine
telecommunications history
by being the fi rst service
provider to achieve the one
millionth mark in its postpaid
subscribers count
its
reliability and affordability.
for
PLDT’s promo on myDSL subscription
upgrade into a Telpad plan enables
subscribers to get the world’s fi rst tablet
landline, the new Telpad S7 Slim.
PLDT GROUP 2011 MILESTONES 13
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Smart unveiled the Netphone™ – its own line of Android-powered, path-breaking Smartphones designed for
emerging markets – during the GSMA Mobile World Congress.
The pilot launch of PLDT WiFi Zone, a premium WiFi service that uses a
dedicated line for fast and reliable WiFi internet, was held in over 500
establishments. The list has grown to over 3,000 WiFi zones in coffee
shops, restaurants, buildings, malls and hospitals. Through this service,
subscribers are able to enjoy free trial use of unlimited WiFi internet
connection by registering at www.pldtwifizone.com.
SPi Global bested seven other finalists and 500 BPO companies in the
Philippines to win the “BPO Company of the Year” award in the 5th
International ICT Awards which recognizes success in organizations and
individuals that contribute to the Philippine BPO industry with world-
beating levels of performance.
PLDT launched CheckOut, an online point-of-sales solutions designed for the retailing and franchising industry.
VITRO Data Center received its first certification for the ISO 14001:2004 Environmental Management System
standard from AJA Registrars, Inc., the first data center in the country to receive this certification. AJA Registrars,
Inc. also awarded VITRO’s third ISO 9001:2008 Quality Management System standard and ISO 27001:2005
Information Management System standard certifications.
14 PLDT GROUP 2011 MILESTONES
PLDT partnered with Microsoft and Dimension Data to offer Private Cloud
services to the Philippine enterprise market. This will enable the rapid
expansion of AppFarm, PLDT’s suite of cloud solutions, the first cloud
computing solution launched by a telco in the country.
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PLDT ALPHA NxGN is the ALPHA reiteration of its leading core networking services to the market. It speaks of PLDT’s unmatched network in which all services start, the cutting edge global
technologies that PLDT enables in Philippine shores such as Multi Protocol Label Switching and Metro Ethernet, and the innovative solutions that PLDT ALPHA makes available to meet the
business needs of the enterprise market.
Sun Cellular fortified its prepaid offerings through
better than ever unlimited service offerings and
inclusions as well as best-value bucket load offerings.
In the 2011 Metro Ethernet Forum (MEF) Carrier Ethernet Service Provider Awards for Asia-Pacific held in Singapore, PLDT ALPHA
won the top award for Best Marketing and was one of the three APAC finalists for Regional Service Provider of the Year, becoming the
first and only Philippine telecommunications company to win an award from the MEF.
SmartSun Dual Plan 549 is a
combination of postpaid plan
from wireless leader Smart
and unli services pioneer
Sun. It comes with unlimited
Smart-to-Smart and Sun-
to-Sun text messaging, six
hours of free voice calls, and a
stylish Nokia C2-03 dual SIM
smartphone.
PLDT GROUP 2011 MILESTONES 15
PLDT and Smart Unli All plan offers unlimited landline
and mobile calls include Smart Sun 549 all in one free
dual SIM phone. For Php849 a month, subscribers
can call anyone from the largest landline and mobile
networks in the country.
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Smart deployed the Philippines’ first LTE
network, the world’s fastest mobile broadband
technology, in the world-famous Boracay
Island, delivering download and upload
speeds of up to 50 Mbps.
PLDT held Awesome Hunt, an online program that chronicled the adventures of some of the country’s most influential personalities as they raced their way through PLDT myDSL’s priority
areas in search of the area’s best hidden gems. In partnership with the Department of Tourism, the locations for each team’s journey was set in eight chosen cities where some 200,000 additional
myDSL lines have been installed to get more households hooked on broadband internet.
ePLDT was tapped by the Department of Health (DoH) to provide contact center solutions for its DoH Call Center. CallDoH is a 24/7 communications channel that enables the agency to provide
immediate aid and accurate information on urgent medical concerns and other inquiries to the general public.
16 PLDT GROUP 2011 MILESTONES
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SPi Global was ranked among the top 100 outsourcing service providers in the world,
according to the Global Services’ 2011 GS100 list. SPi Global was cited due to its
demonstrated capabilities in the areas of document management, customer relationship
management, and transaction processing.
The Talk ‘N Text Tropang Texters,
representing the PLDT Group of
Companies, displayed resiliency
and resolve to win the 2011 PBA
Commissioner’s Cup.
In an unprecedented move,
Smart shut down the Rockwell
Powerplant Mall for an entire
night for the Smart Holiday
Camp Out, to officially unveil the
most anticipated iPhone 4S –
now on the best network. At the
event, thousands ‘camped out’
waiting for the release of the
iPhone 4S with the most flexible
postpaid plans from Smart.
Smart Bro expanded its portfolio
of broadband sticks with the
Power Plug-It – sporting a new
user interface, and providing a
better and easier internet surfing
experience. The new Power Plug-
It also allows subscribers to send
text messages and make phone
calls via the revamped services
menu.
ePLDT signed an agreement with Ensogo to provide the social shopping site with co-location services as well as continuous
connectivity via VITRO Internet Exchange connection.
PLDT GROUP 2011 MILESTONES 17
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PLDT continued its annual tradition of giving
back to its clients with two most awaited
events of the year – the MVP Pasasalamat Golf
Tournament and the Pasasalamat Night. PLDT
has established rewarding relationships with
clients in practically every active industry and
Pasasalamat Night is a perfect venue to celebrate
and give thanks for PLDT’s eventful year.
PLDT signed a partnership agreement with Telstra to jointly offer Ethernet IPL services. The Philippines now joins
15 other Ethernet-enabled countries for Telstra International.
Smart made it easier for Filipinos to move up to postpaid by launching
its most affordable postpaid plans ever. For only Php299 a month, UNLI
Text Plan 299 offered UNLI on-net SMS which came with a free Samsung
E1080, while UNLI Call & Text Plan 599 offered unli on-net calls and SMS,
with a Nokia C1-01 handset.
ePLDT gained membership in the Open Data Center Alliance (ODCA), an
independent IT consortium led by global organizations who have come
together to provide a unified vision for long-term data center and cloud
infrastructure requirements through development of a vendor-agnostic
Open Data Center Usage Models and industry collaborations on cloud
standards development.
18 PLDT GROUP 2011 MILESTONES
PLDT KaAsenso’s Enabling Ecosystem addresses the needs of every Pinoy
minigosyante for his connectivity, financing, education, networking, and extra
income requirements.
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Smart sponsored a friendly match between the Philippine Azkals and the L.A. Galaxy, newly-crowned champions of the Major League Soccer Cup, at the Rizal Memorial Stadium.
With PLDT myDSL, families can enjoy the strongest connections at home with plans as
fast as 10 Mbps or as affordable as Plan 990. Every plan comes with Triple play service
of Unlimited Internet + Landline and 17 free TV channels from Watchpad.
SPi Global launched its SPi Innovation Lab,
a platform for developing and testing new
innovations for clients. The SPi Innovation
Lab involves a formal standardized process
undertaken with strategic customers to help
develop innovations in the BPO content space.
Smart enhanced its postpaid lineup by
launching its suite of All-In plans. Touted as
the “ultimate in consumable,” All-in gave
Smart postpaid subscribers the flexibility
to sign up for popular services like UnliTalk,
UnliText, and UnliSurf whenever they want
and package their plan as they please, as if
they are filling a box.
PLDT signed an agreement with Verizon to offer international disaster recovery solutions to enterprises in the
Philippines. The offering is enabled by Verizon’s Computing-as-a-Service through various Data Centers in Asia.
With the myDSL speed increase, myDSL Biz is now offered with speeds
of up to 10 Mbps, plus security solutions and Online Office Suites that
come with Anti-Virus software, Web-blocker, Anti-Spyware softwares to
help in business productivity.
PLDT GROUP 2011 MILESTONES 19
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For the sixth consecutive year, SPi Global ranked in the top 50 of the Global Outsourcing 100 List by the International Association of Outsourcing Professionals (IAOP). The 2011
Global Outsourcing 100 and The World’s Best Outsourcing Advisors recognize the world’s best outsourcing service providers and advisors based on applications received and evaluated by an
independent judging panel organized by the IAOP.
launched
Smart
the country’s
lowest priced prepaid handset
bundle – the Php499 Talk ‘N Text
Panalo phone – in a fresh drive
to help put a cellphone in the
hands of the last one million or
so Filipinos who still don’t have or
can’t afford a cellphone.
PLDT Fibr, the future of broadband, is the country’s fi rst fastest fi ber optic
broadband with speeds of up to 100 Mbps. With PLDT Fibr, the whole family
can enjoy crystal clear high-defi nition content in their HDTV as well as
simultaneous high-speed browsing without experiencing any speed lags.
20 PLDT GROUP 2011 MILESTONES
PLDT launched its “My Home, My Passion” campaign to communicate the transformation of
the broadband business with myDSL’s triple play service and to usher in the Digital Home.
Whatever one’s passion is – music, social networking, watching videos and sharing these with
family and friends – PLDT myDSL makes one’s home more awesome with its triple play-plans
for as low as Php990 and as fast as 3 Mbps.
PLDT AR 2011 FINAL.indd 20
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PLDT GROUP
CSR REPORT
PLDT, headed by Chairman Manuel V. Pangilinan, and partner organizations mobilized disaster relief efforts during the onslaught of typhoons in various regions in the country last year.
W orking with various partners, the PLDT Group continued
its efforts in 2011 to build sustainable communities, uplift
the lives of Filipinos, and protect the environment.
“We believe in working with partners because promoting
development requires the skills and resources of different
groups. With the right partners, we can maximize the impact
of our technologies, services, and solutions to help improve
people’s lives,” said PLDT and Smart President and CEO Napoleon
L. Nazareno.
materials in Mindanao and in warehouses were removed and
converted to makeshift tents for affected residents.
With the help of the Philippine Business for Social Progress
(PBSP), Smart brand ambassador apl.de.ap of the world-famous
Black Eyed Peas brought Christmas cheer to Sendong evacuees
in Cagayan de Oro via an impromptu mini concert. Smart also
donated Php1.285 million through the PSF and Php1 million
through PBSP, to set up livelihood programs for the typhoon
victims.
Bayanihan in Times of Disaster
Though 2011 ended on a dark note as Typhoon Sendong
brought death and destruction to parts of Northern Mindanao
and Central Visayas, the spirit of bayanihan and an effective
emergency preparedness system enabled the PLDT Group to
quickly respond and extend assistance to affected residents.
Throughout the year, the PLDT Group was among the first to
respond in times of disaster. PLDT conducted relief operations
and medical missions for typhoon victims in Palo, Leyte; Ilocos
Norte, through the office of Governor Imee Marcos, Asikasong
Bongbong; Macabebe and Masantol, Pampanga; Tuguegarao
City; and Hagonoy, Bulacan.
The morning after Sendong struck, Smart set up Libreng
Tawag stations in key locations in Cagayan De Oro, Iligan and
Dumaguete. PLDT and Smart employee-volunteers, along with
TV5 news crews, distributed relief goods to Sendong survivors in
evacuation centers. Talk ‘N Text turned over Php1 million worth
of goods including more than 2,600 water containers, 10,000
slippers, and hundreds of T-shirts and tents. Billboard tarpaulin
Flood Forecasting via Rain Gauges in Cell Sites
To help upgrade the country’s flood forecasting system, Smart
agreed to host in its cell sites in various parts of the country
63 automated rain gauges (ARGs) of the PAGASA. As part of
a 2010 agreement sponsored by the PDRF, the solar-powered rain
gauges will use Smart’s nationwide network to transmit rainfall
data to the weather bureau’s head office. This public-private
PLDT GROUP CSR REPORT 21
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For the first time, Smart awarded a one-year scholarship grant
to qualified students from its 13 SWEEP partner state colleges
and universities. The scholarship, which applies to full-time
graduating students enrolled in Engineering or IT courses of
partner state colleges and universities, includes the payment
of assessed school fees and book allowance per semester and a
monthly stipend.
The PLDT Infoteach Outreach Program, a free computer training
course for public high school students and elementary/high
school teachers, has benefited 7,416 to date. In 2009, PLDT
partnered with Microsoft in order to offer for the Infoteach
Computer Advance Course to provide scholars with more
advanced computer know-how. To showcase their IT learnings,
students and teachers join the PLDT myDSL Broadband Quiz, an
online competition on computer and internet skills.
To enable Infoteach graduates to further raise their professional
skills, PLDT partnered with the UPOU for the PLDT-UP Online
Teachers Development Program. This program provides teachers
scholarship grants to take an online diploma course in various
fields.
PLDT also partnered with UPOU, Department of Education
(DepEd) and LGU for its Teacher Development Program in Quezon
province, which enhances teachers’ skills in Science, Math and
Language. PLDT donated computers and provided training to
teachers in 44 schools in the province.
Working with UPOU, the DOST, LGUs and barangays, PLDT’s
eLearningVille Program in Mauban, Quezon and Carmen, Cebu
likewise brings digital literacy trainings and internet access to the
remote parts of the municipalities through the mobile eCenter.
PLDT also donates computer units and facilitates for internet
connection for the set up of a community eCenter.
Funds generated from the PLDT-Motolite-PBSP Balik Baterya
Program, where used lead-acid batteries (ULABs) donated by
PLDT for proper recycling, were used to support the company’s
various CSR projects. Using these funds, PLDT built learning
resource centers in 23 public schools in the remote areas of the
Visayas from 2010 to 2011. In Balungao, Pangasinan, typhoon-
damaged classrooms of Mabini and Esmeralda Elementary
Schools were repaired. At least two school buildings were built
in Samar.
To support information technology (IT) education, PLDT established
computer laboratories in Barobaybay Academy Mission School
in Samar and Malabon National High School-Longos Annex in
The PSF unceasingly supports the country’s teachers and mentors through various MCI
activities under the Gabay Guro program.
Smart continues to install multiple rain gauges in various Smart cell sites in the country for
proper rainfall monitoring.
collaboration was further expanded in early 2012 when Smart
and Sun Cellular agreed to co-locate in their cell sites some 600
ARGs of the DOST. The initiative is part of a DOST program to
develop flood warning systems in 18 of the country’s major river
basins.
Mobile Solutions for a Disaster Alert Project
In 2011, 10 towns and a city in Southern Leyte successfully
implemented a disaster preparedness program using a Web and
SMS-based emergency communications service of Smart called
Infoboard. Funded by a US$200,000 grant from the World Bank
(WB) and implemented by PBSP, the project enabled provincial
authorities to effectively respond to several emergencies. Smart
and PBSP are currently planning to replicate the service in other
vulnerable areas of the country.
Education
Education continued to be a high priority in the PLDT Group’s
CSR efforts.
A project of the MCI, the Gabay Guro (Guide Teachers) Program
provided scholarship grants in various education courses to 350
public school teachers in 20 provinces, 25 schools, and 7 local
government units (LGUs). Of the 28 teachers who finished their
courses, 7 graduated cum laude.
As part of its efforts to expand the Android developer community
in the country, Smart introduced a mobile applications category
at the 8th SWEEP Innovation and Excellence Awards, its annual
search for innovative wireless applications developed by partner
schools under the Smart Wireless Engineering and Education
Program (SWEEP). Smart trained over 170 ECE and IT teachers
on mobile apps development using the Android platform, which
enabled several SWEEP schools to offer Android apps development
as an elective. Over 1,000 students enrolled in these courses.
22 PLDT GROUP CSR REPORT
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For
time,
the first
Smart awarded a one-
year scholarship for
the school year 2011-
qualified
2012
to
students
its
from
13 SWEEP partner
schools.
Malabon. The funds also constructed roads, drainage and alleys
in flood-prone areas in Malabon, benefitting a total of 1,000
residents.
In 2011, Smart forged agreements with the Municipal
Government of Cordova in Mactan Island, General Santos City,
and the Holy Name University in Tagbilaran City, Bohol to set up
its CommuniTeach program in their areas. This raised the total
number of program sites to 10. CommuniTeach aims to improve
learning among the lowest performing public elementary school
students through the active participation of the parents and the
community in the mentoring of their children.
PSF, together with Smart signed a memorandum of cooperation
with 2010 Ramon Magsaysay awardees Dr. Christopher and Dr.
Maria Victoria Carpio-Bernido to bring the Dynamic Learning
Program (DLP) in more schools across the country. Developed
by the Bernidos in Bohol, DLP is a proven learning strategy that
encourages students to learn independently through student-
focused class activities aided by learning plans and performance
tracking tools. After successfully implementing DLP in Cagayan
de Oro, Smart is bringing the program to other interested
provinces and cities such Negros Oriental and the Autonomous
Region of Muslim Mindanao.
Environment
To minimize the adverse impact of its outdoor advertising and
promotional materials, Smart embarked on a green merchandising
campaign in 2011. It began testing earth-friendly outdoor
advertising, starting with Talk ‘N Text’s store awnings made of
oxo-degradable material. Smart also piloted the use of reusable
eco-bags at its Smart Store in PowerPlant Mall, Rockwell, and
aims to make it a staple in all outlets nationwide.
Smart’s “Alternative Power for Cell Sites” program won
international recognition twice in 2011, bringing to five its total
More than 7,000 public elementary and high school teachers, high school students have since
benefitted from PLDT’s free computer training course, the Infoteach Outreach Program.
number of awards. Smart received the Green Technology Award
during the first Asia Communication Awards in June, followed
by the Green Award at the World Communications Awards in
November. Smart installed the country’s first wind-powered cell
site in 2006 in Malapascua, an island off northern Cebu to make
operations viable in off-grid or remote areas where a great part
of the cost goes to diesel consumption and hauling costs. Smart
has since successfully used wind and solar energy to power some
114 cell sites nationwide.
Smart’s Search for Sustainable Schools supported the National
Search for Sustainable and Eco-friendly Schools of the Department
of Environment and Natural Resources – Environmental
Management Bureau (DENR-EMB), DepEd and Commission on
Higher Education. The search was launched in 2009 to recognize
educational institutions from the elementary, high school and
tertiary levels with the best sustainable and environment-friendly
programs and activities.
PLDT GROUP CSR REPORT 23
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5/9/12 12:04 PM
More than 48,000 seedlings have been planted since PLDT’s TELEpuno tree planting project
was launched in 2008.
PLDT actively supports environmental causes such as the 26th International Coastal Clean-up
Day participated in by the Company’s employee-volunteers shown here removing unsightly
trash in the Las Piñas-Parañaque critical habitat eco-tourism area.
Since PLDT’s five-year “TELEpuno” tree planting project was
launched during PLDT’s 80th anniversary in 2008, 48,921 seedlings
have already been planted. The project aims to plant 80,000
seedlings in the 80-hectare Infanta-Real Quezon Watershed
Forest Reserve. The program is in partnership with DENR, PBSP,
the Multi-Sectoral Watershed Management Council, Inc. and the
local governments of Real and Infanta, Quezon.
Health
In 2011, the PLDT Group undertook major initiatives to help bring
healthcare services to more remote communities nationwide.
With Physicians for Peace and Ateneo Java Wireless Competency
Center, Smart has assisted in the treatment of indigent amputees
by providing a mobile patient profiling for prosthesis care that
caters to far-flung communities. The service is called ASCENT or
the Amputee Screening via CEllphone NeTworking program. Via
its 3G service, Smart also supports the Wireless Access for Health
initiative in Tarlac that enables electronic medical records for
rural clinics. It also helps promote universal healthcare access
through convenient payment of health insurance via mobile
phones through the Philhealth Remittance-by-Air service.
In Iloilo, Smart and the DoH launched Secured Health
Information Network and Exchange (SHINE) in cooperation
with the local governments of the city and province. SHINE is an
Electronic Medical Records (EMR) and Electronic Inter-Facility
Health Referral System that Smart developed in consultation
with the DoH and the health care community. Under an
agreement with the Iloilo government units, Smart and its
partners provide free training for Iloilo health workers on the
use of the system, free wireless broadband connectivity for six
months and free use of the SHINE system for one year. After
Iloilo, SHINE was brought to Quezon City in cooperation with
TBLinc, a program to stop the spread of multi-drug resistant
strains of tuberculosis.
Smart’s efforts to deploy its wireless technologies for the delivery
of better healthcare services were recognized during the very first
Galing Likha-Kalusugan Awards. These included Wireless Access
PLDT’s medical and dental missions have benefited over 17,000 indigent patients from far-flung areas during the year.
24 PLDT GROUP CSR REPORT
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Smart partnered with an international designer to train Gawad Kalinga residents of Sooc, Iloilo in designing and creating products from Smart’s old tarpaulin merchandising materials.
The community is now earning from selling products like bags, lampshades, trays, mats, small furniture, and fashion accessories in stalls, boutiques and even online.
for Health, which received an Excellence award, ASCENT and
Philhealth Remittance-by-Air.
PLDT’s medical and dental missions, meanwhile, has
benefitted a total of 17,768 patients during the year. Regular
blood donations were also conducted in partnership with
the Philippine Children Medical Center and the Philippine
National Red Cross.
Livelihood and Community
PLDT supported inmates’ bag- and decor-making livelihood
projects by donating its old directories to the inmates of
female dormitories in Camp Karingal, Quezon City as well as
to the Inmates Welfare and Development in Quezon City Jail.
In July, PLDT Chairman Manuel V. Pangilinan’s 65th birthday
was celebrated in his hometown Apalit, Pampanga through a
series of activities that benefited the community. Funds raised
by the PSF, MCI, and PLDT employees went to the construction
of an NBA-standard basketball court for the children of
Northville in Apalit, who also received basketball uniforms.
The Well-Family Midwife Clinic, Maglalang Birthing Clinic in
San Vicente, Apalit, and a mobile clinic were also inaugurated.
Other activities included donations of wheelchairs, walkers,
crutches, canes and prosthetics; and financial assistance to
midwives.
The PSF Project Center Court, launched during MVP’s 65th birthday, aims to foster the love for
sports of children in Apalit, Pampanga.
PLDT GROUP CSR REPORT 25
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CORPORATE GOVERNANCE
REPORT
The PLDT Board of Directors plays a pivotal role in the effectiveness of the Company’s corporate governance structures. Critical and central to the structure’s effectiveness is the quality of service
and oustanding stewardship rendered by the Board.
PLDT
has long committed itself to very high standards of
corporate performance in order to achieve sustained
growth and profitability and create value for its shareholders and
stakeholders. It is a commitment that, in turn, demands adherence
to the highest corporate governance standards and practices. Since
PLDT is a public company and its common shares are listed in the
Philippine Stock Exchange (PSE), and its American Depositary Shares
are listed in the New York Stock Exchange (NYSE), PLDT finds itself in
the unique position of being the only telecommunication company
in the Philippines that is subject to, and must comply with, the
corporate governance requirements of both the Philippines and the
United States. These requirements are set forth under various laws,
rules, and regulatory issuances, including the Philippine Revised Code
of Corporate Governance, the PSE Corporate Governance Guidelines,
the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, and the NYSE
Listing Rules. In addition, PLDT as an associated company of First
Pacific Company Limited (First Pacific), which is listed in the Hong
Kong Stock Exchange, also looks at the corporate governance
standards of Hong Kong for guidance and benchmarking purposes.
PLDT continues to benchmark against recognized international best
practices and monitor developments in corporate governance in order
to elevate PLDT’s CG structures, processes, and practices to global
standards. Most importantly, it is endeavoring to venture beyond
compliance and promote an ethical corporate culture guided by the
principles of accountability, integrity, fairness and transparency.
Authority and Responsibility
structure clearly establishes
PLDT’s corporate governance
responsibilities, confers the necessary authority and provides
adequate resources for the execution of such responsibilities.
Critical and central to the structure’s effectiveness is the quality of
service and stewardship rendered by the PLDT Board of Directors. In
our Board, as well as in the individual directors, is lodged the principal
responsibility for good governance and principled performance
26 CORPORATE GOVERNANCE REPORT
as leaders, enablers and enforcers of good corporate governance
practices.
Our Board of Directors is composed of 13 qualified and competent
individuals, each highly regarded in his own field, who bring together
complementary skills and expertise, and the requisite independence,
probity and diligence in the exercise of their fiduciary duties. Our Board
has three independent directors in Rev. Fr. Bienvenido F. Nebres, S.J.,
Mr. Pedro E. Roxas and Mr. Alfred V. Ty who have been selected on the
basis of specific independence criteria set out under applicable laws
and rules, and in our By-Laws and Corporate Governance Manual1. A
majority of the directors are non-executive directors and only three
directors are at the same time company executives.
The position of Chairman of the Board is separate from that of the
Chief Executive Officer (CEO), not only as a matter of compliance, but
also because of the indubitable benefits such a separation creates
from a commercial and governance perspective. PLDT Chairman
Manuel V. Pangilinan and PLDT President and CEO Napoleon L.
Nazareno nonetheless share the responsibility of elevating good
governance and principled performance to a high strategic priority
for PLDT.
Our Board met 15 times in 2011. Of this number, 11 were regular
meetings (including the organizational meeting) and four were
special meetings. The Chairman of the Board, the President and CEO,
and one of the three independent directors attended all of these
Board meetings. The two other independent directors attended 14
of the 15 meetings. A majority of the independent directors was
present in all the Board meetings. Collective attendance by directors
in all of the meetings is more than 75%. In the annual stockholders’
meeting, 11 directors were present. In 2011, the total amount of per
diem provided for the Board of Directors was Php31.6 million.
1
The number of independent directors in the PLDT Board exceeds that required
under the Securities Regulation Code and its Implementing Rules and
Regulations, which is at least two independent directors or such number of
independent directors which constitutes at least 20% of the total number of
directors, whichever is lesser.
PLDT AR 2011 FINAL.indd 26
5/9/12 11:05 PM
BOARD OF DIRECTORS 2011 MEETINGS
ATTENDANCE PERFORMANCE
Name of Director
Manuel V. Pangilinan
Napoleon L. Nazareno
Helen Y. Dee
Ray C. Espinosa
James L. Go1
Setsuya Kimura2
Tatsu Kono3
Bienvenido F. Nebres*
Takashi Ooi4
Hideaki Ozaki5
Ma. Lourdes C. Rausa-Chan
Oscar S. Reyes7
Albert F. Del Rosario8
Pedro E. Roxas*
Juan B. Santos
Tony Tan CakTiong
Alfred V. Ty*
Jan 25
Feb 24
Mar 1
Mar 29 May 10
Jun 149
Jun 1410
Jun 1411
Jul 5
Aug 2
Aug 30
Sep 27
Oct 6
Nov 3
Dec 6
Dec 8
-
-
-
-
x
x
-
-
-
-
x
-
-
-
-
x
-
-
-
-
-
-
-
-
x
-
-
-
-
x
-
-
x
-
-
x
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
x
-
x
-
-
-
x
-
x
-
-
x
-
-
x
x
-
x
-
-
-
-
-
-
-
x
-
-
x
x
-
-
* Independent Director
1 Elected effective November 3, 2011
2 Elected effective July 5, 2011
3 Resigned effective July 5, 2011
4
Resigned effective December 6, 2011
5 Elected effective December 6, 2011
6 Elected effective March 29, 2011
7
Resigned effective November 3, 2011
8 Resigned effective March 25, 2011
9
Regular Meeting
10 Annual Stockholders’ Meeting
11 Organizational Meeting
Above is a chart showing the attendance performance of the
individual directors for 2011.
Our directors take part in an annual assessment process whereby
they are able to review and evaluate the performance of the whole
Board, the Board Committees and the individuals that comprise
these bodies. The assessment includes an opportunity to evaluate
the performance of the CEO. This process has proven to be useful
in identifying the Board’s strengths and areas for improvement and
eliciting individual directors’ feedback and views on PLDT’s strategies,
performance, and future direction.
Corporate Governance is a field that is dynamic and full of new
ideas. Our directors stay abreast with the latest developments
relevant to their fiduciary duties by, among other means, attending
an annual corporate governance enhancement session, facilitated
by known international experts on the subject. For 2011, the Board
of Directors had a lively discussion with Mr. Steven John Priest2 on
the topic Performance, Principles, and People. Mr. Priest talked about
Board responsibilities particularly in the areas of governance and
compliance risks, culture and leadership. Importance was also given
to recent developments in global legislation and regulations as well
as emerging best practices on governance, ethics and compliance,
with focus on directors’ qualifications and independence, executive
compensation, and succession planning. All of the PLDT directors
except one newly appointed director, have attended at least one
corporate governance enhancement session.
Finally, our Board is mindful of and puts equal importance to PLDT’s
corporate social responsibilities. Consistent with PLDT Group’s
Corporate Social Responsibility Statement, it strives to partner
PLDT’s resources, expertise, and business objectives with pressing
societal issues. The PLDT Group and PSF have continuing projects
2 Mr. Priest is the founder of the Ethical Leadership Group and is now Senior
Advisor of Global Compliance Services, Inc., a leading ethics and corporate
compliance consultancy based in Charlotte, North Carolina, USA.
ADVISORY COMMITTEE 2011 MEETINGS
ATTENDANCE PERFORMANCE
in the areas of environment and education. The PLDT Group also
continues to leverage on its business expertise to develop and
implement innovative projects in health, community and livelihood
development, and youth development and sports. All these in the
spirit of the principle that “doing well” as a business entity means
“doing good” as a corporate citizen.
Board Committees
Active and functional Board Committees are crucial to the effective
performance of the Board as a whole. Our Board is ably assisted
by the Advisory Committee. The Advisory Committee is composed
of former Chief Justice Artemio V. Panganiban, as an independent
member, Mr. Roberto R. Romulo, Mr. Benny S. Santoso, Mr. Orlando B.
Vea, Mr. Christopher H. Young, Mr. Oscar S. Reyes, and Mr. Washington
Z. Sycip. The total per diem given to the members of the Advisory
Committee in 2011 was Php15.8 million. Please see table indicating
the attendance of the members of the Advisory Committee in Board
meetings.
In addition, our Board is supported by four standing committees
namely, the Audit Committee, Governance and Nomination
Committee, Executive Compensation Committee and Technology
Strategy Committee. All the Board Committees have their respective
charters that have been approved by the Board. The charters set the
general objectives, define the functions, establish the composition,
and outline the procedures of the said committees. These charters
were amended in 2010 in order to align each Board Committee’s
purposes to those established in the CG Manual. Furthermore,
sections in the CG Manual pertaining to the: independence criteria
for independent directors, qualifications for directorship, and grounds
for disqualification from directorship, were incorporated as Annexes
to the revised charters. All of the members of the Audit Committee
Name of Director
Artemio V. Panganiban
Roberto R. Romulo
Benny S. Santoso
Orlando B. Vea
Christopher H. Young
Oscar S. Reyes1
Washington Z. Sycip
1 Appointed on November 3, 2011
2 Regular Meeting of the Board of Directors
3 Organizational Meeting of the Board of Directors
Jan 25
Feb 24
Mar 1 Mar 29 May 10
Jun 142
Jun 143
Jul 5
Aug 2
Sep 19
Sep 23
Oct 6
Nov 3
Dec 8
Dec 8
-
-
-
-
-
x
-
-
-
-
-
x
-
x
-
x
x
CORPORATE GOVERNANCE REPORT 27
PLDT AR 2011 FINAL.indd 27
5/9/12 12:04 PM
are independent directors while majority of the voting members
of the Governance and Nomination and Executive Compensation
Committees are independent directors.
Audit Committee
The primary purpose of the Audit Committee (AC) is to assist the
Board in fulfilling its oversight responsibilities for: the integrity of
PLDT’s accounting and financial reporting principles and policies and
system of internal controls, including the integrity of PLDT’s financial
statements and the independent audit thereof; PLDT’s compliance
with legal and regulatory requirements; PLDT’s assessment and
management of enterprise risks; PLDT’s audit process, and the
performance of PLDT’s internal audit organization and external auditor,
including the external auditor’s qualifications and independence. The
AC is composed of three independent directors and four advisors.
Each of the members of the AC is financially literate and one of the
advisors is a certified public accountant with financial management
expertise. The revised charter of the Audit Committee may be viewed
and downloaded from the PLDT website through the following link:
http://www.pldt.com.ph/about/management/Documents/Audit%20
Committee%20Charter.pdf
The AC’s activities with respect to the external auditor, Sycip, Gorres
and Velayo (SGV & Co.), included: discussions on SGV & Co.’s report
on the results of the integrated audit of 2010 financial statements
prepared in accordance with the Philippine Financial Reporting
Standards (PFRS) and International Financial Reporting Standards
(IFRS) and of the internal controls over financial reporting (ICFR), as
well as the results of internal and external quality reviews required
on SGV & Co.; review and approval of the engagements of SGV &
Co. to conduct a special audit of netGames Inc. and SAS 70 Type II
audit of ePLDT’s VITRO Data Center, to perform advisory services
regarding sustainability reporting in relation to PLDT’s preparation
of a sustainability report for 2011, and to conduct a tax review of
Pilipinas Global Network, Ltd. (PGN) in relation to PGN’s international
programming operations in the Middle East, Europe and the United
States of America; evaluation of SGV & Co.’s performance for 2010,
with the AC resolving to re-appoint SGV & Co. as PLDT’s external
auditor for year 2011; review of SGV & Co.’s integrated plan for the
audit of the 2011 financial statements and review of the ICFR of PLDT
and its subsidiaries; and discussion on SGV & Co.’s status report on
the integrated audit of the 2011 financial statements and ICFR.
With respect to the internal audit organization, the AC reviewed and
noted or approved the Internal Audit and Fraud Risk Management
Group’s (IAFRMG) performance report for 2010, PLDT’s internal
audit plan for 2011 (original and updated), the revised PLDT Internal
Charter (subsequently endorsed to and approved by the Board), and
the IAFRMG head’s confirmation of the organizational independence
of the PLDT internal audit organization. It discussed the periodic
status reports submitted by internal audit regarding the PLDT Group’s
Sarbanes-Oxley – Section 404 (SOX 404) compliance readiness as of
yearend 2010 and as of yearend 2011, the major internal audit and
fraud risk management activities and accomplishments and updates
regarding the internal audit organization.
As for as financial reporting and controls are concerned, the AC,
together with PLDT Finance Officers and the external auditor,
reviewed PLDT’s audited financial statements for 2010 prepared
in accordance with PFRS and IFRS and the final results and report
of SGV & Co.’s integrated audit of 2010 PFRS and IFRS financial
statements and ICFR. It also reviewed with Finance Officers PLDT’s
unaudited consolidated financial results and reports for the first
quarter of 2011, the six months ended June 30, 2011, and the nine
months ended September 30, 2011.
The AC also reviewed and approved the following: Fourth quarter
2010 report (SEC Form 17-C) with PFRS consolidated financial
28 CORPORATE GOVERNANCE REPORT
statements, 2010 PLDT-Parent Annual Report to the National
Telecommunications Commission (NTC), 2010 PLDT-Parent BIR
Financial Statements; and PLDT Group’s Annual Report in Form 17-A
(for Philippine filing) and Form 20-F (for U.S. filing).
Relative to governance, general
internal controls and risk
management, the AC reviewed the status report on whistleblowing
complaints submitted by the Corporate Governance Office and
discussed with the General Counsel the status of PLDT’s compliance
with applicable laws and updates on significant legal matters. The
AC had discussions with the relevant business and operational
units on matters concerning information and business systems, tax
management and regulatory developments. It also conferred with
the Enterprise Risk Management Officer regarding PLDT Group’s
enterprise risk management processes and activities, including
identified risks and responses for 2011.
The AC had eight meetings for the year 2011 and a total of Php3.6
million was paid as per diem to its members and advisors who
attended the said meetings.
Number of
Voting Members
Rev. Fr. Bienvenido F. Nebres (Chairman)*
Pedro E. Roxas*
Alfred V. Ty*
Meetings Attended
8/8
7/8
8/8
Advisors
Setsuya Kimura1
Tatsu Kono2
James L. Go3
Corazon S. dela Paz-Bernardo
Roberto R. Romulo
* Independent Director
1 Effective July 5, 2011
2 Member until July 5, 2011
3 Member beginning November 3, 2011
4/4
4/4
1/1
8/8
8/8
Governance and Nomination Committee
The primary purposes of the Governance and Nomination Committee
(GNC) are to: oversee the development and implementation of
corporate governance principles and policies; review and evaluate
the qualifications of the persons nominated to the Board as well as
those nominated to other positions requiring appointment by the
Board; identify persons believed to be qualified to become members
of the Board and/or the Board Committees; assist the Board in
making an assessment of the Board’s effectiveness in the process
of replacing or appointing new members of the Board and/or Board
Committees; and assist the Board in developing and implementing
the Board’s performance evaluation process. The GNC is composed
of five voting members, three of whom are independent directors
and the other two are non-executive directors. The GNC also has
three non-voting members composed of an independent member of
the Advisory Committee, the Human Resources Group Head and the
Chief Governance Officer (CG Officer) of the Company. The revised
charter of the GNC may be accessed and downloaded from the PLDT
website through the following link: http://www.pldt.com.ph/about/
management/Documents/Governance%20and%20Nomination%20
Committee%20Charter.pdf
In the performance of its governance function, the GNC discussed and
evaluated the results of the Board Assessment for 2010 and the GNC
Evaluation/Self-Assessment. The consolidated results of the Board
Assessment, along with the GNC’s recommended actions, the GNC
Assessment results and Report on Activities for 2010 were submitted
to and noted by the Board. The GNC also provided assistance to the
Board in conducting the Board Performance Assessment for 2011.
PLDT AR 2011 FINAL.indd 28
5/9/12 12:04 PM
In compliance with the requirement to conduct a periodic review
of CG Policies, the GNC reviewed and assessed the PLDT Manual
on Corporate Governance (CG Manual), Expanded Whistleblowing
Policy, Policy on Gifts, Entertainment and Sponsored Travel, and
Supplier/Contractor Relations Policy. The review showed that
these policies remain to be adequate and compliant and required
no amendments. However, the GNC noted that certain guidelines
were necessary to ensure conformance with newly-enacted
legislation and regulations from both the Philippines and the United
States. Measures were likewise approved by the GNC to enhance
awareness of and compliance with these policies, particularly the
Expanded Whistleblowing Policy, by PLDT’s personnel. The GNC also
reviewed and noted the conflict of interest disclosures of certain key
personnel.
The GNC gave directives pertaining to proposed corporate
governance-related rules and guidelines issued by regulators, as
well as reports of corporate governance rating agencies and other
organizations interested in corporate governance. It also determined
the content of the PLDT’s annual corporate governance enhancement
session for the PLDT Board and officers and selected the speaker/
resource person for said session. It also selected the over-all theme
for 2012 corporate governance communication materials.
In the performance of its nomination function, the GNC screened
persons nominated as directors or independent directors and
determined and recommended the final list of director/independent
director nominees for election in the 2011 annual meeting of
stockholders. It also screened nominees for appointment in
the vacancies in the Board and the Advisory Board/Committee
which arose during 2011. In screening the nominees, the GNC takes
into account the nominee’s ability to perform the roles of a director
diligently and efficiently, the nominee’s judgment, skills and
experience with other business organizations of the size and
complexity comparable to that of the Company, the interplay of a
nominee’s experience with the experience of other directors, and any
conflict of interest.
The GNC also reviewed the composition of Board Committees
and made the appropriate recommendations to ensure that the
same are in conformity with applicable laws, rules and regulations.
Furthermore, the GNC reviewed the list and qualifications of
officers and recommended the re-appointment of said officers at
the organizational meeting of the Board. Finally, it reviewed the
qualifications and recommended the appointment of new hires and
promotions to various officer ranks.
The GNC held five meetings in 2011 and a total of Php2.8 million was
paid as per diem to its members who attended the said meetings.
Number of
Meetings Attended
5/5
3/4
5/5
5/5
3/3
2/2
1/1
5/5
4/5
4/5
Voting Members
Manuel V. Pangilinan (Chairman)
Pedro E. Roxas* 1
Alfred V. Ty*
Bienvenido F. Nebres*
Setsuya Kimura2
Tatsu Kono3
Oscar S. Reyes4
Non-Voting Members
Artemio V. Panganiban
Menardo G. Jimenez, Jr.
Ma. Lourdes C. Rausa-Chan
* Independent Director
1 Member beginning January 25, 2011
2 Member beginning July 5, 2011
3 Member until July 5, 2011
4 Member until January 25, 2011
Executive Compensation Committee
The primary purposes of the Executive Compensation Committee
(ECC) are to: provide guidance and assistance to the Board with
respect to the development of a compensation philosophy
consistent with the culture, strategy, and control environment
of PLDT; oversee the development and administration of PLDT’s
executive compensation programs; and assist the Board in the
areas of performance evaluation, succession planning and the
professional development programs for officers and executives.
The ECC is composed of five voting members, three of whom
are independent directors, and the other two are non-executive
directors. The ECC also has one non-voting member, who is the
Human Resources Group Head of PLDT. The revised charter of the
ECC may be viewed and downloaded from the PLDT website through
the following
link:http://www.pldt.com.ph/about/management/
Documents/Executive%20Compensation%20Committee%20
Charter.pdf
For its major accomplishments in 2011, the ECC discussed and
approved the 2010 Variable Pay Payout corresponding to the level
of core income target that was achieved and the 2011 Variable Pay
Targets. It also discussed and approved the 2011 Merit Increase of
officers and executives and directed that increases for officers and
executives and the application of compensation policies discussed
and approved by the ECC should be the same for PLDT, Smart and
SPi Global. Finally, the ECC discussed and approved the increase in
per diem for board members of the fixed line subsidiaries.
The ECC held two meetings in 2011 and a total of Php0.75 million
was paid as per diem to its members who attended the said
meetings.
Number of
Voting Members
Manuel V. Pangilinan (Chairman)1
Albert F. Del Rosario2
Rev. Fr. Bienvenido F. Nebres*3
Tatsu Kono4
Pedro E. Roxas*
Setsuya Kimura5
Alfred V. Ty*
Meetings Attended
1/1
1/1
1/2
1/1
2/2
1/1
1/2
Non-Voting Member
Menardo G. Jimenez, Jr.
* Independent Director
1 Member beginning June 14, 2011
2 Member until March 25, 2011
2/2
3 Member effective January 25, 2011
4 Member until July 5, 2011
5 Member beginning July 5, 2011
Technology Strategy Committee
The primary purpose of the Technology Strategy Committee (TSC)
is to assist the Board to review and approve the strategic vision
for the role of technology in PLDT’s overall business strategy;
fulfill its oversight responsibilities for PLDT’s effective execution
of its technology-related strategies; and ensure the optimized use
and contribution of technology to PLDT’s strategic objectives and
growth targets. The TSC is composed of six voting members and
one non-voting member. Under the revised TSC charter, at least
one member of the TSC must have at least a general knowledge
or understanding of the technologies relevant to PLDT’s line of
business. A copy of the revised charter of the TSC may be viewed
and downloaded from the PLDT website through the following
link:dhttp://www.pldt.com.ph/about/management/Documents/
Technology%20Strategy%20Committee%20Charter.pdf
The TSC had one meeting in 2011 wherein the network and
technology teams presented and discussed with the TSC a
comprehensive update on the PLDT Technology Roadmap,
possible synergies with Digitel and Digitel Mobile Philippines, Inc.,
and developments regarding new technologies affecting PLDT’s
competitiveness and efficiency. A total of Php0.53 million was
given as per diem to its members who attended the said meeting.
CORPORATE GOVERNANCE REPORT 29
PLDT AR 2011 FINAL.indd 29
5/9/12 6:06 PM
Voting Members
Manuel V. Pangilinan (Chairman)
Napoleon L. Nazareno
Ray C. Espinosa
Setsuya Kimura1
Oscar S. Reyes
James L. Go2
Non-voting Member
Orlando B. Vea
1 Member beginning July 5, 2011
2 Member beginning November 3, 2011
Number of
Meetings Attended
1/1
1/1
1/1
1/1
1/1
1/1
1/1
Management and Support Practices
President and CEO
It is from the tone at the top and example of the Board that the rest
of the structure draws momentum to implement PLDT’s corporate
governance efforts. The President and CEO provides leadership for
management in developing and implementing business strategies,
plans and budgets. More importantly, however, he ensures that the
business and affairs of PLDT are managed in a sound and prudent
manner and operational, financial, and internal controls are adequate
and effective to ensure reliability, and integrity of financial and
operational information, effectiveness and efficiency of operations,
safeguarding of assets, and compliance with laws, rules, regulations
and contracts. The President and CEO, with the assistance of the
rest of PLDT’s Management, also has the responsibility to provide
the Board with a balanced, understandable and accurate account
of PLDT’s performance, financial condition, results of operations and
prospects, on a regular basis.
Internal Audit Organization
The structure also relies heavily on the contributions of PLDT’s
internal audit organization whose head reports functionally to the
Audit Committee and administratively to the President and CEO. It
is responsible for conducting, in accordance with the International
Standards for the Professional Practice of Internal Auditing, internal
audit activities which include, among others, the evaluation of the
adequacy and effectiveness of controls covering PLDT’s financial
reporting, governance, operations and information systems.
External Audit
The external auditor is appointed by the Audit Committee who reviews
their qualifications, performance and independence. The external
auditor undertakes independent audit and provides an objective
assurance on the manner by which PLDT’s financial statements
have been prepared and presented. To ensure objectivity in the
performance of its duties, the external auditor is subject to the rules
on rotation (every five years); general prohibitions on hiring of staff
of the external auditor; and full and appropriate disclosure and prior
approval by the Audit Committee of all audit and non-audit services
and related fees for such services.
Financial Reporting
PLDT’s financial reports comply with the PFRS and IFRS. The integrity
of our financial reports is safeguarded by our accounting and financial
principles and policies, system of internal controls, and audit process
comprised of regular audits conducted by an independent external
auditor and an internal audit organization. Management is responsible
for the integrity of PLDT’s financial reports and the Board, through
the Audit Committee which is composed entirely of independent
directors, exercises oversight responsibility.
level, so as to enhance opportunities, reduce threats, and thus sustain
competitive advantage. It works in coordination with PLDT’s internal
audit organization.
Corporate Governance Office
PLDT has an independent Corporate Governance Office, under the
leadership of a CG Officer who reports to the Chairman of the Board
and the GNC. The primary responsibilities of the CG Officer include
monitoring compliance with the provisions and requirements of
corporate governance laws, rules and regulations, reporting violations,
and recommending the imposition of disciplinary actions, and
adopting measures to prevent the repetition of such violations. The
Corporate Governance Office is responsible as well for the continuing
development, drafting, issuance and review of appropriate corporate
governance policies, attending to reports received through the
whistleblowing facility, addressing queries and providing opinions or
guidance on corporate governance matters to operating units, initiating
enforcement actions to ensure compliance with corporate governance
policies, and maintaining a corporate governance education and
communication program that sees to the development of the proper
knowledge, skills, attitudes and habits that would promote voluntary
observance of corporate governance policies.
Below is a table on the corporate governance structures in PLDT.
Promoting the Right Behavior
Setting up structures, allocating responsibilities and apportioning
authority and resources are meant to kick off the process of eventually
creating the desired self-regulating culture. Establishing that culture
requires well-defined starting points or baselines to serve as beacons
to PLDT personnel. These starting points are established through
PLDT’s corporate governance policies.
PLDT’s CG Manual and Code of Business Conduct and Ethics (Code
of Ethics) are PLDT’s fundamental policies on corporate governance.
Both incorporate the various standards required under the relevant
Philippine and US laws and regulations.
The PLDT CG Manual was approved and adopted by the Board of
Directors on March 26, 2010 pursuant to SEC Memorandum Circular
No. 6 Series of 2009 or the Revised Code of Corporate Governance.
It supersedes the CG Manual approved and adopted on September
24, 2002, as amended on March 30, 2004 and January 30, 2007. The
structures discussed in the preceding section are all laid down in the
CG Manual. The key areas covered by the CG Manual are summarized
in the box.
Enterprise Risk Management
The Enterprise Risk Management Department is in charge of
managing an integrated risk management program with the goal
of identifying, analyzing and managing PLDT’s risks to an acceptable
PLDT’s Code of Ethics was adopted to strengthen the implementation of
the CG Manual. It was approved by the Board on March 30, 2004 and
subsequently updated on July 11, 2006. The Code of Ethics sets out PLDT’s
core values of accountability, integrity, fairness and transparency.
30 CORPORATE GOVERNANCE REPORT
PLDT AR 2011 FINAL.indd 30
5/9/12 12:04 PM
KEY AREAS OF COVERAGE – PLDT CG MANUAL
• The composition of our Board of Directors as well as the qualifications and
grounds for disqualification for directorship;
• The requirement that at least 20% of the membership of the Board of
Directors, and in no case less than two members, must be independent
directors, and the standards/criteria for the determination of independent
directors;
• The duties and responsibilities of our board of directors and the individual
directors;
• The manner of conduct of Board meetings including the requirement
to have an independent director present in every meeting to promote
transparency and the need to have an executive session for non-executive
and independent directors;
• The establishment of board committees, specifically, the audit committee,
executive compensation committee and governance and nomination
committee, including the composition and the principal duties and
responsibilities of such committees, as well as the requirement for each
board committee to have its own charter;
• The role of the Chairman as the leader of the Board and as the prime mover
in ensuring compliance with; and the performance of corporate governance
policies and practices;
• The role of the President/CEO in ensuring that PLDT’s business affairs are
managed in a sound and prudent manner and that operational, financial
and internal controls are adequate and effective to ensure reliability and
integrity of financial and operational information, effectiveness and
efficiency of operations, safeguarding of assets and compliance with laws,
rules, regulations, and contracts;
• The duties and responsibilities of the head of internal audit organization that
would provide the Board, Management and shareholders with reasonable
assurance that PLDT’s key organizational and procedural controls are
appropriate, adequate, effective and reasonably complied with;
• The functions of the independent auditor that would reasonably ensure
an environment of sound corporate governance as reflected in PLDT’s
financial records and reports; the requirement that non-audit work
of the independent auditors should not conflict with its function as
independent auditors; the requirement to rotate, at least once every five
years, the independent auditors or the lead partner assigned to handle the
independent audit of financial statements;
• The requirement to appoint a CG Officer and the duties and responsibilities
of such CG Officer including the establishment of an evaluation system
to determine and measure compliance with the provisions of our CG
Manual;
• The duty of the Board of Directors to promote and uphold stockholders’
rights such as the right to vote, pre-emptive right, the right to inspect
corporate books and records, the right to timely receive relevant
information, the right to dividends, and the appraisal right;
• The requirement for the Board to explore and implement steps to reduce
excessive or unnecessary costs that impede stockholders’ participation
and to act with transparency and fairness at the annual and special
stockholders’ meetings;
• PLDT’s undertaking to disclose material information promptly and accurately
as well as the imposition of reasonable rules regarding the treatment and
handling of material non-public information; and
• The duties and responsibilities of the Corporate Secretary/Assistant Corporate
Secretary in terms of the support services that they need to provide the
Board in upholding sound corporate governance;
• The establishment of an appropriate evaluation system for purposes
of monitoring and assessing compliance with the CG Manual and other
applicable laws and administrative issuances.
It aims to promote a culture of good corporate governance and to
provide guidance in all business relationships of PLDT, its directors,
officers, and employees. Please refer to the box for the specific areas
of coverage of the Code of Ethics.
AREAS OF COVERAGE – PLDT CODE OF ETHICS
• Compliance with applicable laws, rules and regulations;
• Ethical handling of conflicts of interest, corporate opportunities, and
confidential information;
• Protection and proper use of company assets;
• Fair dealing with employees, customers, service providers, suppliers, and
competitors;
• Compliance with reporting and disclosure obligations to the relevant
regulators and to investors;
• Compliance with disclosure and financial reporting controls and procedures;
• Assessment and management of risks involved in business endeavors; and
• Adoption of international best practices of good corporate governance in the
conduct of PLDT’s business.
Enabling policies have also been issued to provide guidance on:
the custody and care of information and the avoidance of conflicts
of interest (Conflict of Interest Policy); proper handling of gifts,
entertainment, and sponsored travel (Policy on Gifts, Entertainment
and Sponsored Travel); maintenance of appropriate relations with
suppliers, contractors and other third party business partners
(Supplier/Contractor Relations Policy); and anonymous reporting
of possible violations of corporate governance policies, accounting
and auditing rules and regulations or PLDT Personnel Manual and
protection against retaliation on reporting employees (Expanded
Whistleblowing Policy).
Pursuant to the Conflict of Interest Policy, PLDT officers, executives and
employees are required to submit Conflict of Interest Disclosures. If a
transaction is affected by conflict of interest, it is subject to approval by
the appropriate approving authorities and the conflicted director, officer,
executive or employee is prohibited from participating in any
activity related to the said transaction. PLDT is progressively
institutionalizing the practice of timely and transparent disclosures
down to the level of rank and file employees. Our suppliers, vendors
and contractors are also required to make disclosures with respect to
relationships and affiliations that they or their personnel may have
with any of our directors, officers, executives, and employees.
With respect to the Expanded Whistleblowing Policy, PLDT maintains
a Whistleblowing Hotline and other reporting facilities, such as
a dedicated electronic mailbox, post office box, and facsimile
transmission system. All employees and stakeholders who come
forward in good faith, regardless of rank or status, to report any of the
violations described in said policy or any act that may be considered
as contrary to PLDT’s values of accountability, integrity, fairness and
transparency may submit a complaint or disclosure on such violations.
Upon receipt by the CG Officer or the Corporate Governance Office
of a complaint/disclosure, a preliminary evaluation is conducted to
determine the appropriate investigating unit to which the case shall
be assigned for further action. The Corporate Governance Office
monitors the cases reported and ensures appropriate reporting
to the AC, GNC, or any other relevant committee or body on the
results of the investigations and the prompt referrals of findings
to the units concerned. PLDT’s committees on officer or employee
discipline, as the case may be, are responsible for evaluating
and approving the appropriate disciplinary action against erring
officers and employees. In all processes and activities related to
a whistleblowing complaint or disclosure, utmost confidentiality
is observed in order to ensure the integrity of the process and/or
protect the parties or offices who are allegedly involved.
In line with all of these, PLDT has incorporated corporate
governance standards in performance evaluation of personnel and
has included corporate governance policy violations as a cause
for disqualification from incentives and rewards in its Policy on
Employee Qualification for Incentives and Rewards.
Our CG policies undergo a mandatory review every two years but
may be reviewed on a more frequent basis as necessary. In 2011,
the Expanded Whistleblowing Policy, Policy on Gifts, Entertainment
and Sponsored Travel, and the Supplier/Contractor Relations Policy
went through the review process and were found to be adequate
and compliant and did not require any amendment. Implementing
guidelines, as may be necessary and appropriate, are issued to fill in
the details of the corporate governance policies.
CORPORATE GOVERNANCE REPORT 31
PLDT AR 2011 FINAL.indd 31
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Reinforcements
PLDT’s corporate governance education and communication activities
aim to reinforce our aspiration to establish the right culture and
promote the right behavior.
As part of its education and communication program, PLDT provides
continuous training for its Board and senior management. PLDT has
organized and conducted five corporate governance enhancement
sessions since 2007 and has invited internationally-known experts
to share their insights and interact with PLDT’s Board and senior
management.
As earlier mentioned, PLDT conducted its 2011 corporate governance
enhancement session for its Board3, through Mr. Steven John Priest.
Mr. Priest also conducted a briefing for PLDT’s senior management
entitled Performance, Principles and People A Discussion with PLDT
Group Leaders4. It delved on the environment that businesses
face nowadays, the risks that confront business organizations,
the appropriate culture that companies need to adopt and
establish, and the leadership demanded from people in positions
of responsibility. Forty six out of the sixty one active PLDT officers
attended the session. All in all, fifty seven out of the sixty one
active members of PLDT’s senior management have attended at
least one corporate governance enhancement session.
PLDT also pays close attention to the educational needs of its middle
management. In 2011, a special session for its executives was
conducted through Mr. Keith Darcy, Executive Director of the Ethics
and Compliance Officer Association (ECOA) based in Waltham,
Massachusetts, USA. Mr. Darcy discussed The Role of Middle
Management in Ethical Culture Building. Sixty one executives and
officers of PLDT attended the session. On the other hand, newly
promoted and hired executives are required to undergo a half day
workshop on Ethical Decision Making as part of their competency
development as managers. The highly interactive course provides
personnel in the middle manager category an opportunity to
discuss and develop approaches to ethical dilemmas that confront
them at the workplace.
For its supervisory and rank and file employees, PLDT conducted
a Corporate Governance Refresher Course for selected divisions.
A total of eight Corporate Governance Refresher Sessions were
conducted for the Information Systems Sector5. The whole day
seminar, entitled Educational Intervention on Ethical Compliance
and Procurement Management, was a joint effort of the Corporate
Governance Office together with the Procurement Management and
Vendor Management Divisions of the Supply Chain, Asset Protection
and Management Group.
PLDT also carried out a seminar especially developed for field service
personnel entitled Values at Work. The module shows how the values
of accountability, integrity, fairness and transparency can be employed
as effective tools in the performance of duties and functions in PLDT.
The workshop at the same time seeks to affirm the participants’
commitment to PLDT’s core values.
Finally, PLDT requires newly-hired employees and executives
to undergo a Corporate Governance Orientation.
Apart from face to face training, PLDT has on-line training modules
for its employees. PLDT executives with the rank of manager,
senior manager and assistant vice president have complied with
the requirement to access and complete an online training course
on the PLDT Expanded Whistleblowing Policy. Supervisory and rank
and file employees, on the other hand, have taken and completed a
module on the PLDT Conflict of Interest Policy.
Education and training is supplemented by the production and
dissemination of relevant corporate governance communication
materials as follows:
a. Thematic posters and calendars – In 2011, the theme was “Values
Instilled in Us as Children” which encouraged all company
personnel to recall how they learned the values of accountability,
integrity, fairness, and transparency as children and to re-apply
these values in their professional and personal lives.
b. Ripples e-newsletter – This is a monthly newsletter distributed
by email and also accessible through the PLDT CG Website,
which features stories, news, and developments that seek to
inspire observance of PLDT’s corporate governance values.
c. Corporate Governance Newsbriefs – These contain summaries
of news articles from global on-line sources and are released
weekly to PLDT directors and select PLDT officers and executives.
d. Periodic advisories on corporate governance policies - The
latest advisory which was released in December 2011 pertained
to the ethical handling and treatment of gifts during and
beyond the Christmas gift-giving season.
PLDT maintains its active membership with the US-based ECOA,
the largest association of ethics and compliance professionals in
the world. PLDT is a sponsoring partner–member of the ECOA and
regularly attends and participates in ECOA activities, particularly
the Annual Ethics and Compliance Conference6. Our membership at
the ECOA gives us access to its vast online library on CG and related
topics, opportunities to interact with other corporate governance
and ethics professionals around the world, and a chance to
benchmark our governance practices against those of leading
companies. Atty. Elmer Nitura, Corporate Governance Officer of
Smart Communications Inc., is on the second year of his three-year
term as a member of the ECOA’s Board of Directors. Atty. Nitura is
one of only three non-Americans in the ECOA Board and is the only
one from Asia.
PLDT is a founding member of the Good Governance Advocates and
Practitioners of the Philippines (GGAPP). GGAPP is an organization
of corporate governance and ethics and compliance officers from
various companies in the Philippines and conducts regular monthly
meetings to discuss collective efforts aimed at improving corporate
governance practices in the country. Finally, PLDT regularly attends
activities organized by the Institute of Corporate Directors such as
Breakfast Roundtables and corporate governance working sessions.
Affirmation
In 2011, PLDT’s corporate governance initiatives and efforts were
recognized by various award-giving bodies such as the Institute of
Corporate Directors, Finance Asia Magazine and Asiamoney Magazine.
The list on the next page summarizes the awards received by PLDT and
its officers.
3 Conducted on December 8, 2011.
4 Conducted on December 7, 2011.
5 Executives of this sector also went through the refresher course.
6 The latest conference was held on September 20-23, 2011
at Seattle, Washington State, U.S.A.
32 CORPORATE GOVERNANCE REPORT
PLDT AR 2011 FINAL.indd 32
5/9/12 11:05 PM
Institute of Corporate Directors
• Platinum Awardee – Corporate Governance Scorecard
Finance Asia Magazine
• Best in Corporate Governance in the Philippines
• Best Managed Company
• Best in Investor Relations
• Company Most Committed to a Strong Dividend Policy
• Best Chief Executive – Napoleon L. Nazareno
• Third Best CSR efforts in the Philippines
Asiamoney Magazine
• Best Over-all for Corporate Governance in the Philippines
• Best for Disclosure and Transparency in the Philippines
• Best for Management and Board of Directors in the Philippines
• Best in Shareholder Rights and Equitable Treatment in the Philippines
• Best in Investor Relations (shared with two others)
The recognition of our efforts reflects PLDT’s commitment to corporate
governance and serves as a reminder of the need to continuously
and steadily improve in order to deliver on our responsibility to our
stakeholders. The well-being of an enterprise, after all, is not measured
solely by the recognition it receives, or by its robust financial reports.
Neither is it discernible by checking if it has structures and policies on
corporate governance and business ethics; certainly not by the sums
of money it dispenses for philanthropy. Rather, a company that has
an honest understanding of its areas for improvement, a full grasp
of its strengths, a realization of its responsibility to its stakeholders,
and a firm commitment by leadership to values and principles, stands
the best chance to flourish in even the most trying times for business.
This is what PLDT aspires to do as its leadership drives all levels of the
company to deliver outstanding results and at the same time live
out and observe the values of accountability, integrity, fairness and
transparency.
ENTERPRISE RISK
MANAGEMENT
In 2011, the Group Enterprise Risk Management Department (GRMD) continued the implementation of the PLDT Group’s standard
risk management process in critical operational units, specifically in the network, and administration and materials management
divisions of both PLDT and Smart.
A risk assessment exercise was also undertaken with the Joint Executive Committee to identify and prioritize the most important risks
affecting the PLDT Group. The results of the assessment showed the following as the top ten risks facing the PLDT Group in 2012:
1. Market dynamics
2. Regulatory challenges
3. People
6. Corporate and capital structure
7. Information security
8. Hazards
4. Fast pace of technological change
9. New investments
5. Potential points of failure in the network and
10. Vendor-related concerns
IT infrastructure
The PLDT Group is currently intently pursuing measures to ensure all these risks are managed appropriately, such as the modernization
and enhancement of the network and IT systems, and the institution of a centralized Business Continuity Committee to address
possible business disruptions due to natural or man-made hazards.
PLDT AR 2011 FINAL.indd 33
5/9/12 12:04 PM
ENTERPRISE RISK MANAGEMENT 33
BOARD OF
DIRECTORS
1
1
2
3
Manuel V. Pangilinan
65, Filipino
Director of the Company since November 24,
1998. He was appointed Chairman of the Board
of PLDT after serving as its President and CEO
from November 1998 to February 2004. He is the
Chairman of the Governance and Nomination,
Executive Compensation and Technology Strategy
Committees of the PLDT Board. He is also a
director and the President and CEO of Meralco.
He also serves as Chairman of Smart, Digitel,
ePLDT, SPi Global Holdings, Inc., SPi Technologies,
Inc., SPi CRM, MPIC, Landco Pacifi c Corporation,
Maynilad Water Services, Inc., Philex Mining
Corporation, Manila North Tollways Corporation,
Medical Doctors, Inc. (Makati Medical Center),
Colinas Verdes, Inc. (Cardinal Santos Medical
Center), Davao Doctors,
Inc. and Our Lady
of Lourdes Hospital. He is also the CEO and
Managing Director of First Pacifi c in HongKong,
and President Commissioner of P.T. Indofood
Sukses Makmur Tbk, the largest food company
in Indonesia. He is the Chairman of the Board
of Trustees of San Beda College, PSF and PBSP,
the Vice Chairman of the Foundation for Crime
Prevention, a private sector group organized to
assist the government with crime prevention,
and a member of the Board of Trustees of Caritas
Manila and Radio Veritas-Global Broadcasting
Systems, Inc. In February 2007, he was named
the President of the Samahang Basketbol
ng Pilipinas, a newly-formed national sport
association for basketball, and effective January
2009, he assumed the chairmanship of ABAP, the
governing body of amateur boxers in the country.
In 2011, he was appointed member of the ASEAN
Business Advisory Council by the Offi ce of the
President of the Philippines.
2 Napoleon L. Nazareno
62, Filipino
Director of the Company since November
24, 1998 and is a member of the Technology
Strategy Committee of the Board of Directors
of PLDT. He has served as President and CEO
since his appointment on February 19, 2004 and
is concurrently the President and CEO of Smart
since January 2000. He also serves as Chairman
of several subsidiaries of Smart including PCEV,
Wolfpac Mobile, Inc., Smart Broadband, Inc. and
I-Contacts Corporation. His other directorships
include Meralco, Digitel, Mabuhay Satellite
Corporation, ACeS Philippines, PLDT Global
Corporation, ePLDT Inc., SPi Technologies, Inc.,
SPi CRM, and Philweb Corporation. He is a non-
executive director of First Pacifi c. He is also a
board member of GSM Association Worldwide
since November 2004. Since 2010, he has been
a board director of the Wireless Applications
international alliance of
Community, an
telecommunications companies. He
is also
the Chairman of the Board of Trustees and
Governors of the Asian Institute of Management
and a Governor of the Management Association
of the Philippines. His business experience
spans several countries
in over 30 years
and his exposure cuts across a broad range
of
industries, namely, packaging, bottling,
petrochemicals, real estate and, in the last 13
years, telecommunications and
information
technology. In 1981, he started a successful
career in the international fi rm Akerlund &
Rausing, occupying senior management to
top level positions and, in 1989, became the
President and CEO of Akerlund & Rausing
(Phils.), Inc. In August 1995, he moved to
Metro Pacific Corporation where he served as
President and CEO until December 1999.
3 Helen Y. Dee
68, Filipino
Director of the Company since June 18, 1986.
She is the Chairperson and/or the President and/
or CEO of House of Investments, Inc., YGC
Corporate Services, Inc., Rizal Commercial
Banking Corporation, Financial Brokers Insurance
Agency,
Inc. and Mijo
Holdings, Inc. She is also the Vice President of A.
T. Yuchengco, Inc., the Treasurer of Business
Harmony Realty, Inc. and a member of the
Mapua Board of Trustees. She is also a director of
several companies engaged in banking, insurance
and real property businesses.
Inc., GPL Holdings,
4 Atty. Ray C. Espinosa
56, Filipino
Director of the Company since November 24,
1998 and is a member of the Technology Strategy
Committee of the Board of Directors. He is the Head
of the Regulatory Affairs and Policies Group of
PLDT since March 2008. He also serves as President
and CEO of MediaQuest Holdings, Inc., ABC
Development Corporation, Mediascape, Inc., Nation
Broadcasting Corporation and other subsidiaries of
MediaQuest Holdings, Inc. and is the Vice Chairman
of Philweb Corporation and the Board of Trustees
of the PLDT Benefi cial Trust Fund. He is a director
of several companies engaged in electricity, mining,
other public utility and media businesses. He also
served as President and CEO of ePLDT from August
21, 2000 until April 15, 2010. Prior to joining PLDT,
he was a partner and member of the Executive
Committee of the law fi rm Sycip Salazar Hernandez
& Gatmaitan until June 2000.
34 BOARD OF DIRECTORS
PLDT AR 2011 FA_BOD.indd 34
5/10/12 3:49 PM
4
7
5
8
6
9
5 James L. Go
73, Filipino
Director of the Company since November 3,
2011. He is a member of the Technology Strategy
Committee and Advisor of the Audit Committee
of the Board of Directors of PLDT. He is currently
the Chairman and CEO of JG Summit Holdings
Inc., Robinson’s
Inc. and Oriental Petroleum
and Minerals Corporation. He is the Chairman
of Universal Robina Corporation, Robinsons
Land Corporation and JG Summit Petrochemical
Corporation and a director of Cebu Air, Inc., CFC
Corporation, Robinsons Holdings, Inc., Singapore
Land, Ltd., Marina Center Holdings Inc., and United
Industrial Corporation. He is also the President and
a Trustee of the Gokongwei Brothers Foundation.
He was the Vice Chairman of the Board of Directors
of Digitel and also held the positions of President
and CEO until October 26, 2011.
6 Setsuya Kimura
55, Japanese
Director of the Company since July 5, 2011. He is
a member of the Governance and Nomination,
Executive Compensation and Technology Strategy
Committees, and Advisor of the Audit Committee of
the Board of Directors of PLDT. He is the Executive
Director of Strategic Investment & Alliance, Global
Division of NTT DoCoMo, Inc. Prior to that, he
served as Director of Network Department of NTT
DoCoMo, Inc. He also served as Regional CEO, Asia
Pacifi c of NTT Communications and President and
CEO of NTT Singapore Pte Ltd. from 2007 to 2009,
and as President and CEO of NTT Communications
(Thailand) Co. Ltd. from 2003 to 2007. Prior to that,
he occupied various management positions in
Nippon Telegraph and Telephone Company (NTT).
7 Rev. Fr. Bienvenido F. Nebres, S.J.
72, Filipino
Independent director of the Company since
November 24, 1998. He is the Chairman of the
Audit Committee and a member of the Governance
and Nomination and Executive Compensation
Committees of the Board of Directors of PLDT.
In October 2011, he was elected as independent
director of Digitel. He is the Chairman of the Board
of Trustees of Center for Leadership and Change,
Inc. and a member of the Board of Trustees of
Sacred Heart School – Jesuit Cebu City, and United
Board for Christian Higher Education in Asia. He
is the Chairman of Synergeia Foundation, Inc.,
and a member of the Board of Trustees of Gawad
Kalinga, Knowledge Channel Foundation, Inc., and
AY Foundation, Inc.
BOARD OF DIRECTORS 35
PLDT AR 2011 FA_BOD.indd 35
5/10/12 2:40 PM
10
11
12
8 Hideaki Ozaki
8
47, Japanese
Director of the Company since December 6,
2011. He is the Vice President of Planning, Global
Sales/Global Business of NTT Communications
Corporation (NTT Com). He served as part-time
Director of NTT Communications Philippines
from July 2009 to February 2012. Prior to that, he
served as Vice President of Global Strategy, Global
Business Division of NTT Com since 2006 and as
Director of Legal and Internal Audit Department
of NTT Com from 2003 to 2006. He also served
as Vice President of Sales and Corporate Planning
of NTT Communications (Thailand) Co., Ltd.
from 1999 to 2003 and as Manager of Overseas
Business Planning, Global Service Division of NTT
from 1995 to 1999.
9 Atty. Ma. Lourdes Rausa-Chan
9
59, Filipino
Director of the Company since March 29, 2011. She
has been serving as Corporate Secretary, Corporate
Affairs and Legal Services Head and Chief
Governance Offi cer of PLDT since November 1998,
January 1999 and March 2008, respectively. She
is a director of PCEV and also serves as Corporate
Secretary of PCEV and several subsidiaries of
PLDT. Prior to joining PLDT, she was the Group
Vice President for Legal Affairs of Metro Pacifi c
Corporation and the Corporate Secretary of some
of its subsidiaries.
10 Pedro E. Roxas
10
55, Filipino
Independent Director of the Company since March
1, 2001. He serves as a member of the Governance
and Nomination, Audit and Executive Compensation
Committees of the Board of Directors of PLDT. He is
the Chairman and/or CEO/President of various business
organizations in the fi elds of agri-business, sugar
manufacturing and real estate development including
Roxas Holdings Inc., Roxas and Company, Inc., Roxaco
Land Corporation, Central Azucarera Don Pedro, Inc.,
Central Azucarera de la Carlota, Inc., Roxol Bioenergy
Corporation, Fuego Land Corporation, Hawaiian
Philippine Sugar Company, Philippine Sugar Millers
Association, Fundacion Santiago, and Club Punta
Fuego, Inc., an independent director of Meralco
and BDO Private Bank, and a director of Brightnote
Assets Corporation.
11 Juan B. Santos
11
73, Filipino
Director of the Company since January 25, 2011.
He is the Chairman of Social Security Commission,
a member of the Board of Directors of Alaska Milk
Corporation, First Philippine Holdings Corporation,
Sun Life Grepa Financials, Inc. Philex Mining
Corporation and Zuellig Group, Inc., a member of
the Board of Advisors of Coca Cola Bottlers Phils.,
Inc. and East-West Seeds Co., Inc., a trustee of
St. Luke’s Medical Center and Ramon Magsaysay
Award Foundation, and a consultant of the
Marsman-Drysdale Group of Companies.
12
12 Tony Tan Caktiong
59, Filipino
Director of the Company since July 8, 2008.
He is the Chairman and CEO of Jollibee Foods
Corporation, a leader in the fastfood business,
which owns and operates a chain of restaurants
nationwide and abroad. He is an independent
director of First Gen Corporation, a member
of the Board of Trustees of St. Luke’s Medical
Center, director of Temasek Foundation, and the
chairman of Jollibee Foundation.
13 Alfred V. Ty
13
44 , Filipino
Independent Director of the Company since June
13, 2006. He serves as a member of the Audit,
Governance and Nomination and Executive
Compensation Committees of the Board of
Directors of PLDT. He is the Vice Chairman of
GT Capital Holdings Inc., Toyota Motor Phils.
Corporation, Chairman of Lexus Manila Inc.,
President of Federal Land Inc., and director of
Global Business Power Corp.
13
36 BOARD OF DIRECTORS
PLDT AR 2011 FA_BOD.indd 36
5/10/12 2:40 PM
14
15
16
17
18
19
ADVISORY BOARD
14 Artemio V. Panganiban
14
15 Oscar S. Reyes
15
16 Roberto R. Romulo
16
17 Benny S. Santoso
17
18 Washington Z. Sycip
18
19 Orlando B. Vea
19
20 Christopher H. Young
20
BOARD OF DIRECTORS 37
20
PLDT AR 2011 FA_BOD.indd 37
5/9/12 11:58 PM
KEY
OFFICERS & ADVISORS
PLDT
Smart
Digitel
PLDT Offi cers and Advisors
Ernesto R. Alberto
51, Filipino
Appointed as Enterprise and International and Carrier Business Head in September
2011. Prior to that, he was the Customer Sales and Marketing Group Head since
February 2008. He leads all revenue generation relationship initiatives of the
Enterprise and International and Carrier Business, including product/market
development, product management, marketing, sales and distribution, and
customer relationship management. He is the Chairman, President or director
of PLDT Subic Telecom, Inc. (SubicTel), PLDT Clark Telecom, Inc. (ClarkTel), PLDT-
Philcom, Inc., PLDT-Maratel, Inc. (Maratel), Telesat, Inc., SBI-Cruztelco, Bonifacio
Communications Corporation (BCC), Mabuhay Satellite Corporation (Mabuhay
Satellite), Smart NTT Multi-Media, Inc. (SNMI), NTT Communications Phils., Acasia
and Asean Telecom Holdings. He has over 20 years of work experience in the
areas of corporate banking, relationship management and business development
and, prior to joining PLDT in 2003, was a Vice President and Head of the National
Corporate Group of Citibank N.A., Manila from 1996 to May 2003. He previously
served as Vice President and Head of the Relationship Management Group of
Citytrust Banking Corporation.
Rene G. Bañez
57, Filipino
Supply Chain, Asset Protection and Management Group Head. He was the Chief
Governance Offi cer of PLDT from October 2004 to March 3, 2008 and the Support
Services and Tax Management Group Head of PLDT from January 1999 to January
2001. He is the President of Pacifi c Global One Aviation Co., Inc. He served as
Commissioner of the Philippine Bureau of Internal Revenue from February 2001
to August 2002. Prior to joining PLDT, he was the Group Vice President for Tax
Affairs of Metro Pacifi c Corporation for 3 years until December 1998. He holds
directorships in some subsidiaries of PLDT.
38 KEY OFFICERS AND ADVISORS
June Cheryl A. Cabal-Revilla
38, Filipino
Controller and Financial Reporting and Controllership Head. She is also a director
and the chief fi nancial offi cer/treasurer of all fi xed line subsidiaries of PLDT,
including the ePLDT Group, Pacifi c Global One Aviation Company, Inc., PGN (TV5
International), and PSF. She is also the Chief Finance Offi cer of the Philippine
Disaster Recovery Foundation and the President of Tahanan Mutual Building
and Loan Association. She is also a director of SubicTel, ClarkTel, Philcom Group,
Maratel, Telesat, Inc., BCC, Mabuhay Satellite and SNMI. Prior to joining PLDT in
June 2000 as an executive trainee in the Finance Group, she was a senior associate
in the business audit and advisory group of SGV & Co. She was the 2008 Young
Achievers Awardee for Commerce and Industry conferred by the Philippine
Institute of Certifi ed Public Accountants. In March 2010, she was appointed as a
member of the Financial Reporting Standards Council of the Philippines.
Alejandro O. Caeg
52, Filipino
President and Chief Executive Offi cer of PLDT Global Corporation and concurrently
the Head of PLDT and Smart International & Carrier Business. He is Smart’s
representative to the Conexus Mobile Alliance (one of Asia’s largest cellular
roaming alliances), where he was also designated as its Deputy Chairman since
2010. Prior to joining PLDT in 2009, he worked in PT Smart Telecom (Indonesia)
as its Chief Commercial Strategy Offi cer from July 2008 to December 2008 and
as Chief Commercial Offi cer from January 2006 to June 2008. He also served
as President and Chief Executive Offi cer of Telecommunications Distributors
Specialist, Inc. in 2002 and as Chief Operations Adviser of I-Contacts Corporation
(Smart’s Call Center subsidiary) from 2001 to 2002.
PLDT AR 2011 FINAL.indd 38
5/10/12 12:00 AM
From left:
Napoleon L. Nazareno, Ernesto R. Alberto, Rene G. Bañez,
Alejandro O. Caeg, Anabelle L. Chua, Ray C. Espinosa,
Jun R. Florencio, Menardo G. Jimenez Jr., George N. Lim,
Christopher H. Young, Ma. Lourdes C. Rausa-Chan,
June Cheryl A. Cabal-Revilla and Ariel P. Fermin*
From left:
Maulik Parekh,
David Bizzaro and
Ma. Isabel Bales
From left:
Beth G. Lui,
June Cheryl A. Cabal-Revilla
and Maria Luisa V. Alvendia
* Hired January 1, 2012
From left:
Napoleon L. Nazareno, Orlando B. Vea,
Emmanuel Ramon C. Lorenzana*,
Charles A. Lim, Rolando G. Peña,
Anabelle L. Chua, Rene G. Bañez,
Mario G. Tamayo, Alejandro O. Caeg,
Jovan Barac and Martin Backstrom
From left:
Orlando B. Vea, Charles A. Lim,
Danny Y. Yu, Ricky Peña, Richard Zawila,
Rudi Frey, Michele P. Curran,
Susana O. Ligeralde, Joan C. Duenas
and Bill Pamintuan
SPi Global
Anabelle L. Chua
51, Filipino
Treasurer and Corporate Finance and Treasury Head, concurrently holds the
position of Chief Financial Offi cer of Smart since 2006. She holds directorships
in Philippine Telecommunications Investment Corporation, Smart and several
subsidiaries of PLDT and Smart including ePLDT, Digitel, SPi Global Holdings, Inc.,
SPi Technologies, Inc., SPi CRM, Inc., ACeS Philippines Cellular Satellite Corp., PCEV,
Wolfpac Mobile, Inc., Smart Broadband, Inc., Connectivity Unlimited Resources,
Inc., Airborne Access Corporation, Smart Hub, Inc. and Chikka Holdings Limited.
She is a member of the Board of Directors of Philippine Stock Exchange, Board
of Trustees of the PLDT Benefi cial Trust Fund and PSF. She has over 20 years of
experience in the areas of corporate fi nance, treasury, fi nancial control and credit
risk management and was a Vice President at Citibank, N.A. where she worked for
10 years prior to joining PLDT in 1998.
Ariel P. Fermin
44, Filipino
Designated on January 1, 2012 as the Head for Home Business segment. He
has over 20 years of solid marketing, sales and entrepreneurial experience gained
from leading Fast Moving Consumer Group companies locally and globally. Prior
to joining the PLDT Group, he was the President of Greenwich Food Corporation
and Chowking Food Corporation of the Jollibee Food Corporation from 2008
to 2011. He also served as Country Director of Nike Philippines from 2006 to
2008 and handled various posts in Unilever-Bestfoods California Manufacturing
Company from 1998 to 2005 and senior executive for sales, marketing, media and
innovation process management.
Jun R. Florencio
56, Filipino
As Internal Audit and Fraud Risk Management Head, he handles the overall
coordination of the internal audit function of the PLDT group of companies
and is in-charge of the fraud risk management function of the PLDT fi xed line
business. He has over 25 years of work experience in the areas of external and
internal audit, revenue assurance, credit management, information technology,
fi nancial management, and controllership. He was the Financial Controller of
Smart for four years before he joined PLDT in April 1999 as Head of Financial
ePLDT
KEY OFFICERS & ADVISORS
Management Sector. He held various positions in the fi nance organization of
another telecommunications company prior to joining Smart.
Menardo G. Jimenez, Jr.
49, Filipino
Human Resources Group Head and concurrently Business Transformation
Offi ce Head. He was Revenue Team Head of the Business Transformation Offi ce
from January 2008 to July 2010, the Retail Business Head of PLDT from June
2004 to December 31, 2007 and, prior to that, the Corporate Communications
and Public Affairs Head. He had a stint at GMA Network, Inc., where he served
as head of creative services and network promotions. He won the fi rst CEO
Excel Awards (Communications Excellence in Organizations) given by the
International Association of Business Communicators mainly for effectively using
communications strategies in managing the PLDT retail business team to meet
its targets and achieve new heights in the landline business. In 2006, his further
achievements in handling the retail business of PLDT and his stint in Smart as
offi cer-in-charge for marketing were recognized by the Agora Awards which
chose him as its Marketing Man of the Year.
George N. Lim
59, Filipino
Network Services Assurance Head and concurrently Network Team Head of
Business Transformation Offi ce. He has over 30 years of work experience in
telecommunications management. He was the Network Services Head from
February 2003 to December 2007, Network Development and Provisioning Head
from February 1999 to January 2003 and Marketing Head from December 1993 to
February 1999. He holds directorships in some subsidiaries of PLDT.
Christopher H. Young
54, British
PLDT’s Chief Financial Advisor. He worked in PricewaterhouseCoopers in
London and Hong Kong from 1979 until 1987, at which time he joined First
Pacific in Hong Kong as Group Financial Controller. He joined Metro Pacific
Corporation in 1995 as Finance Director, a position he held until he joined
PLDT in November 1998.
KEY OFFICERS AND ADVISORS 39
PLDT AR 2011 FINAL.indd 39
5/10/12 12:00 AM
PLDT OFFICERS
Manuel V. Pangilinan
Chairman of the Board
Napoleon L. Nazareno
President and CEO
Danny Y. Yu4
FVP, Chief Financial Officer - Digitel
Joseph Nelson M. Ladaban
VP, Consumer Credit and Collection Management
Katrina L. Abelarde
VP, Small and Medium Enterprise
Javier C. Lagdameo
VP, Corporate Relationship Management A
Albert Mitchele L. Locsin
VP, Corporate Relationship Management B
Luis Ignacio A. Lopa
VP, Enterprise Subsidiaries Account Management
Joseph Homer A. Macapagal
VP, Property and Facilities Management
Oliver Carlos G. Odulio
VP, Asset Protection Center
Lilibeth F. Pasa
VP, Retail Market Development
Jose Lauro G. Pelayo
VP, GMM South/West Customer Service District
Gerardo C. Peña
VP, GMM North/East Customer Service District
Ricardo C. Rodriguez
VP, Compensation and Rewards Planning and
Management
Genaro C. Sanchez
VP, Network Planning and Engineering
Ana Maria A. Sotto
VP, Business Transformation Office
(Project Manager)
Julieta S. Tañeca
VP, Consumer Business System Management
Jesus M. Tañedo
VP, VisMin Customer Service District
Patrick S. Tang
VP, Retail Voice Acquisition - Postpaid
Victor Y. Tria
VP, Corporate Business Solutions
Melissa V. Vergel de Dios
VP, Investor Relations
Fe M. Vidar
VP, Organization, Policies and Procedures
Development
Ernesto R. Alberto1
EVP, Enterprise, International and Carrier Business
Ariel P. Fermin1
EVP, Home Segment
René G. Bañez
SVP, Supply Chain, Asset Protection and
Management
Alejandro O. Caeg2
SVP, International and Carrier Business
Anabelle L. Chua
SVP, Corporate Finance and Treasury
Corporate Treasurer
Ray C. Espinosa
SVP, Regulatory Affairs and Policies Office
Jose A. Apelo
VP, Operations Engineering
Network Support
Rafael M. Bejar
VP, Medical Services
Marco Alejandro T. Borlongan
VP, Customer Service Management
Renato L. Castañeda
VP, Corporate Relationship Management C
Arnel S. Crisostomo
VP, Simple Services Provisioning and Restoration
Amihan E. Crooc
VP, IS - Application Development and Management
Officer-in-Charge, Information Systems
Jun R. Florencio
SVP, Internal Audit and Fraud Risk Management
Rebecca Jeanine R. De Guzman
VP, Retail Sales and Distribution
Alona S. Dingle
VP, Financial Reporting
Margarito G. Dujali, Jr.
VP, Retail Data Acquisition
Mario C. Encarnacion
VP, Business Transformation Office Customer
Services Team
Alejandro C. Fabian
VP, Industrial and Employee Relations
Gil Samson D. Garcia
VP, Revenue and Cash Accounting
Elisa B. Gesalta
VP, Network Services Project Management
Ma. Josefina T. Gorres
VP, Corporate Billing and Credit Management
Ma. Criselda B. Guhit
VP, Tax Management
Emeraldo L. Hernandez
VP, Core Network Operations
Juan Victor I. Hernandez
VP, Corporate Business
Menardo G. Jimenez, Jr.
SVP, Human Resources
Business Transformation Office
George N. Lim
SVP, Network Services Assurance
Business Transformation Network Team
Ma. Lourdes C. Rausa-Chan
SVP, Corporate Affairs and Legal Services
Chief Governance Officer
Corporate Secretary
Alfredo B. Carrera
FVP, Regulatory Strategy and Support
Cesar M. Enriquez
FVP, EICB Revenue and Operations Support
Florentino D. Mabasa, Jr.
FVP, Legal Services
Leo I. Posadas
FVP, Treasury
June Cheryl A. Cabal-Revilla3
FVP, Financial Reporting and Controllership
Ricardo M. Sison
FVP, Consumer Credit and Business System
Management
Emiliano R. Tanchico, Jr.
FVP, Human Resources Management and
Development
Miguela F. Villanueva
FVP, Cost and Valuation
40 PLDT OFFICERS
Marven S. Jardiel
VP, Corporate Process Review and Information
Management
Alexander S. Kibanoff
VP, Training, Development and Career Management
1 Effective January 1, 2012.
2 Effective January 1,2012; concurrent President and CEO
of PLDT Global Corporation effective September 23, 2012.
3 Appointed in current capacity as Group Chief Financial
Officer of ePLDT effective January 1, 2012.
4 Seconded to Digitel as Chief Financial Officer effective
January 1, 2012.
PLDT AR 2011 FINAL.indd 40
5/9/12 3:48 PM