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It reflects a governance framework that governs the performance of our Board of Directors and Management of their respective duties and responsibilities to our stockholders and other stakeholders, which include customers, employees, suppliers, creditors, business partners, government and community where our Company operates.

Rights of Shareholders

Our governance framework protects and facilitate the exercise of basic shareholder rights. It maintains a share structure that gives all shares equal voting rights.

Equitable Treatment of Shareholders

Our governance framework ensures equitable treatment of all shareholders and provides them the opportunity to obtain redress for violation of their rights. It has a share structure of one class of common share with one vote for each share.

Role of Stakeholders

Our governance framework protects and facilitate the exercise of basic shareholder rights. It maintains a share structure that gives all shares equal voting rights.

Disclosure and Transparency

Our Company commits to a regime of open disclosure and transparency of material information regarding financial performance, ownership and business updates.

Responsibilities of the Board

Our Board of Directors is responsible for the overall governance of our Company. It adopts good governance practices to ensure effective Board leadership and performance for the achievement of the Company’s strategic and business objectives.

Manual on Corporate Governance

Code on Corporate Governance

Semirara Mining and Power Corporation (SMPC) is the largest coal producer in the Philippines, and the only power producer in the country that owns and mines its own fuel source (coal).

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Good Governance Guidelines (Charter) for the Board of Directors

The following good governance guidelines have been approved by the Board of Directors (“Board”) of Semirara Mining and Power Corporation (SMPC), and along with the Manual on Corporate Governance, Board Committee Charters, Code of Conduct and Business Ethics, and good governance policies provide the Board’s commitment to promote transparency, accountability and framework for effective governance of the Company.

Code of Conduct and Business Ethics

This Code of Conduct (Code) embodies our core values, principles and stakeholder commitments.  It defines the standards of conduct expected from the people who comprise our organization.

SMPC Disclosure Statement

Our Expectations of Suppliers, Contractors and Business Partners

Integrated Annual Corporate Governance Reports

Integrated Annual Corporate Governance Report 2023
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Integrated Annual Corporate Governance Report 2022
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Integrated Annual Corporate Governance Report 2021
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Integrated Annual Corporate Governance Report 2020
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Integrated Annual Corporate Governance Report 2019
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Board Committees and Charters

2022 BOARD COMMITTEES

Audit Committee

Chairman           Ferdinand M. Dela Cruz, Lead Independent Director

Member              Roberto L. Panlilio, Independent Director

Member              Francisco A. Dizon, Independent Director

Corporate Governance Committee

(with Compensation Committee Functions)

Chairman           Francisco A. Dizon, Independent Director

Member              Ferdinand M. Dela Cruz, Lead Independent Director

Member              Roberto L. Panlilio, Independent Director

Risk Committee

Chairman          Roberto L. Panlilio, Independent Director

Member             Ferdinand M. Dela Cruz, Lead Independent Director

Member             Maria Cristina C. Gotianun, Executive Director

Strategy and Sustainability Committee

Chairman          Antonio Jose U. Periquet, Jr., Non-executive Director
Member             Ferdinand M. Dela Cruz, Lead Independent Director
Member             Roberto L. Panlilio, Independent Director
Member             Cesar A. Buenaventura, Non-executive Director
Member             Isidro A. Consunji, Executive Director
Member             Maria Cristina C. Gotianun, Executive Director
Secretariat        Christopher Thomas C. Gotianun, VP- Business Development

Audit Committee Charter

Corporate Governance Committee Charter

Risk Committee Charter

Strategy and Sustainability Committee Charter

Internal Audit Charter

The purpose of this Internal Audit Charter is to provide clear understanding of the purpose, authority and responsibilities of the Internal Audit Department (IAD) under the governance policies defined by Management and Audit Committee of SEMIRARA MINING AND POWER CORPORATION AND SUBSIDIARIES (SEMIRARA GROUP).

Enterprise Risk Management

Semirara Mining and Power Corporation (SMPC) and its subsidiaries (collectively called SMPC Group) recognize that risks are an integral part of our business which cannot be totally eliminated. Risks are better controlled if measured more consistently, accurately, and timely.

ASEAN Corporate Governance Scorecard

20th Ranking - Top 100 Philippine PLCs by Market Capitalization Ranking

2019 ASEAN Corporate Governance Scorecard (ACGS)


SMPC’s consonance with the ASEAN Corporate Governance Scorecard best practices for the year 2020 are further detailed in our ACGS microsite.

Company Policies

Information Policy

Board Diversity Policy

Alternative Dispute Resolution Policy

Conflict of Interest Policy

Whistleblowing Integrity Reporting

Executive Succession Plan Policy

Director and Executive Remuneration Policy

Gifts and Entertainment

Related Party Transaction Policy

Material Related Party Transaction Policy

Insider Trading Policy

Safety, Health and Welfare Policy

Environmental Policy

Safeguarding Creditors' Rights Policy

Supplier and Contractor Policy

Customer Welfare Policy