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Corporate Governance

CORPORATE GOVERNANCE SCORECARD FOR GOCCS 2017

                        QUESTION                                 YES            NO                                         LINK SOURCE

1. Does the GOCC disclose a policy that:

a.) Stipulates the existence and scope of its effort to address customer’s welfar e?                Yes. See page 26 “Manual of Corporate Governance”
b.) Elaborates its efforts to interact with the communities in which they operate?       Yes. See page 25 “Manual of Corporate Governance”
c.) Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development       Yes. See page 27 “Manual of Corporate Governance”

2. Activities implementing abovementioned policies

a.) Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? Customer health and safety                 Yes. See page 7 “Accomplishment Report 2017”
b.) Interaction with the communities       Yes. See page 7 “Accomplishment Report 2017”
c.) Environmentally-friendly value chain       Yes. See page 9 “Accomplishment Report 2017”

3. Corporate Social Responsibility (CSR)

Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section?                 Yes. See page 7 “Accomplishment Report 2017”

4. Stakeholders’ effective redress for violation of rights

Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. Does the GOCC provide contact details via the company’s website or Annual Report which stakeholders (e.g. customers, suppliers, general public, etc.) can use to voice their concerns and/or complaints for possible violation of their rights?             Yes. See website “Contact Us” page and Whistleblowing Policy in the  Homepage.

5. Performance-enhancing mechanisms for employee participation

a.) Performance-enhancing mechanism for employee participation should be permitted to develop. Does the GOCC explicitly mention the health, safety and welfare policy for its employees?                Yes. See page 27 “Manual of Corporate Governance”
b.) Does the GOCC publish data relating to health, safety and welfare of its employees?       Yes. See Certificate of full payment of statutory liabilities
****published on the Transparency Seal (GSIS, Pag-Ibig, Philhealth)
c.) Does the GOCC have training development programmes for its employees?       Yes. See page 8 “Accomplishment Report 2017”
d.) Does the GOCC publish data on training and development programmes for its employees?       Yes. See page 8 “Accomplishment Report 2017”

6. Performance-enhancing mechanisms for employee participation

a.) Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior?                 Yes. See page 3 “Whistleblowing Policy”
b.) Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?       Yes. See page 3 “Whistleblowing Policy”

7. Quality of Annual Report

a.) Does the GOCC’s annual report disclose the following items: Corporate Objectives                 Yes. See page 1 “Accomplishment Report 2017”
b.) Does the GOCC’s annual report disclose the following items: Financial Performance Indicators       Yes. See page 1 “Accomplishment Report 2017”
c.) Does the GOCC’s annual report disclose the following items: Non-Financial Performance Indicators                 Yes. See page 1 “Accomplishment Report 2017”
d.) Does the GOCC’s annual report disclose the following items: Details of whistle-blowing policy       Yes. See Whistleblowing Policy in the  Homepage
e.) Does the GOCC’s annual report disclose the following items: Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of isted companies) of directors/commissioners                 Yes. Go to Transparency Seal under On Board and Officers/CVs of ****Board of Directors and Officers and Date of first appointment, directorships ****in other companies of Board of Directors and Officers
f.) Does the GOCC’s annual report disclose the following items: Training and/or continuing education programme attended by each director/commissioner       Yes. Go to Transparency Seal  under On Board and Officers/CVs of ****Board of Directors and Officers

8. Downloadable Annual Reports

Are the annual reports downloadable from the GOCC’s website?                 Yes. Go Trasparency Seal under On Financial and Operational Matters

9. Corporate Governance Confirmation Statement

Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each issue?                 Yes. See page 29 “Manual of Corporate Governance”

10. Timely filing/release of annual/financial reports

a.) Are the audited annual financial report/statement released within 60 days upon receipt from COA?                 Yes. Go to Transparency Seal under On Financial and Operational ****Matters/Audited Financial Statements

****Date of Receipt from COA: July 16, 2018
****Date Posted: September 13, 2018

b.) Is the annual report released within 90 days from release of audited financial report?  
c.) Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or relevant officers of the company?       Yes. Go to Transparency Seal under On Financial and Operational ****Matters/Audited Financial Statements

11. Corporate Vision and Mission/Strategy

a.) Has the Board of Directors reviewed the vision and mission/strategy in the last financial year?     No
b.) Does the Board of Directors monitor/oversee the implementation of the corporate strategy       Yes. See page 6-7 “Manual of Corporate Governance”

12. Performance Evaluation System (PES)

Did the GOCC achieve 90% in the PES?                 Yes. Go to Transparency Seal under On Financial and Operational ****Matters/Performance Scorecard Monitoring

13. Code of ethics or conduct

a.) Are the details of the code of ethics or conduct disclosed?     No
b.) Does the GOCC disclose that all directors/commissioners, senior management and employees are required to comply with the code?       No
c.) Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?       No

14. Nomination and Compensation/Remuneration Committee

Does the Board appoint a Nomination and Compensation/Remuneration Committee?                 Yes. See page 10 “Manual of Corporate Governance”

15. Nomination and Compensation/Remuneration Committee

Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year?                 Yes. Go to Transparency Seal under On Board and Officers/Attendance ****Record of Directors in Board & Committee Meetings

16. Nomination and Compensation/Remuneration Committee

If yes, is the report of the Nomination and Remuneration Committee publicly disclosed?                 Yes. Go to Transparency Seal under On Board and Officers/Board ****Committee Action

17. Audit Committee

Does the Board appoint an Audit Committee?                 Yes. See page 10 “Manual of Corporate Governance”

18. Audit Committee

Does the Board appoint an Audit If yes, is the report of the Audit Committee publicly disclosed?                 Yes. Go to Transparency Seal under On Board and Officers/Board ****Committee Action

19. Audit Committee

Does at least one member of the Audit Committee have an audit, accounting or finance background?                 Yes. Go to  Transparency Seal under On Board and Officers/CVs of ****Board of Directors and Officers

20. Audit Committee

Did the Audit Committee meet at least four times during the year?                 Yes. Go to Transparency Seal under On Board and Officers/Board ****Committee Action

21. Risk Management Committee

Does the Board appoint a Risk Management Committee?                 Yes. See page 10 “Manual of Corporate Governance”

22. Risk Management Committee

If yes, is the report of the Risk Management Committee publicly disclosed?                 Yes. Go to Transparency Seal under On Board and Officers/Board ****Committee Action

23. Risk Management Committee

Does at least one member of the Risk Management Committee have a background in finance and investments?                 Yes. Go to Transparency Seal under On Board and Officers/CVs of ****Board of Directors and Officers

24. Board meetings and attendance

a.) Are the board of directors meetings scheduled at the beginning of the year? (end of Q1)            
b.) Does the board of directors meet at least monthly?       Yes. Go to Transparency Seal under On Board and Officers/Attendance ****Record of Directors in Board & Committee Meetings
c.) Did the board of directors meet on at least 75% on their scheduled meetings?                 Yes. Go to Transparency Seal under On Board and Officers/Attendance ****Record of Directors in Board & Committee Meetings
d.) Has each of the directors/commissioners attend at least 90% of all board meetings held during the year?       Yes. Go to Transparency Seal under On Board and Officers/Attendance ****Record of Directors in Board & Committee Meetings
e.) Did the board of directors meet separately at least once during the year without the President/CEO present?                 Yes. Go to Transparency Seal under On Board and Officers/Attendance ****Record of Directors in Board & Committee Meetings

25. Access to information

a.) Does the GOCC have a policy that stipulates board papers for board of directors/commissioners meetings be provided to the Board at least three days before?                Yes. See page 19 “Manual of Corporate Governance”
b.) Is the Board Secretary trained in legal, accountancy or company secretarial practices?  

26. Internal Audit

a.) Does the company have a separate internal audit function?                Yes. See page 28 “Manual of Corporate Governance”
b.) Does the appointment and removal of the internal auditor require the approval of the Audit Committee?       No

27. Risk Oversight

a.) Does the company disclose the internal control procedures/risk management systems it has in place?                Yes. See page 6 “Manual of Corporate Governance”
b.) Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk?       No
c.) Does the company disclose how key risks are managed?        Yes. See page 14 “Manual of Corporate Governance”
d.) Does the Annual Report contain a statement from the board of directors or Audit Committee commenting on the adequacy of the GOCC’s internal controls/risk management systems?       No

28. Board Chairman and CEO

Do different persons assume the roles of Chairman and CEO?                Yes. See page 17 “Manual of Corporate Governance”

29. Board of Directors Development

a.) Does the GOCC have orientation programs for new directors?            
b.) Does the GOCC have a policy that encourages directors/commissioners to attend on-going or continuous professional education programs?      Yes. See page 13 “Manual of Corporate Governance”
c.) Did all Appointive Directors attend at least 1 training for the calendar year?       Yes. Go to Transparency Seal under On Board and Officers/CVs of ****Board of Directors and Officers

30. Board Appraisal

a.) Is an annual performance assessment conducted of the Board of Directors?                Yes. See page 31 “Manual of Corporate Governance”
b.) Does the GOCC disclose the process followed in conducting the Board assessment?       No
c.) Does the GOCC disclose the criteria used in the Board assessment?       No

31. Committee Appraisal

Is an annual performance assessment conducted of the Board of Directors Committees?                Yes. See page 31 “Manual of Corporate Governance”