CORPORATE GOVERNANCE SCORECARD 2020

Item

Question

Reference

I. STAKEHOLDER RELATIONSHIPS

 

 

1.   Does the GOCC disclose a policy that:

 

a. Stipulates the existence and scope of its effort to address customer's welfare?

 

Manual of Good Corporate Governance - Page 8, 2.8

 

b. Elaborates its efforts to interact with the communities in which they operate?

 

Manual of Good Corporate Governance - Page 8, 2.8


CSR Statement under Transparency Seal


 

c.   Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?

 

CDC Annual Report 2020


Clark Ambient Air Quality Monitoring


Clark Monitor August 2020 Issue, Page 4


2.   Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?

a.   Customer health and safety

 

CDC Annual Report 2020


Smoke Free Workplace Policy and IRR


Latest News Update on COVID


Clark Monitor - 2020


 

b.   Interaction with the communities

 

CDC Annual Report 2020


Clark Monitor - 2020


 

c.    Environmentally-friendly value chain

 

CDC Annual Report 2020


Clark Monitor - 2020


3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section?

 

 

CDC Annual Report 2020


Clark Monitor - 2020


4.     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?

Whistle Blowing Portal


Feedback and Redress Mechanism


5. Performance-enhancing mechanisms for employee participation should be permitted to develop.

a.   Does the GOCC explicitly mention the health, safety and welfare policy for its employees?

CDC Annual Report 2020


CDC Health and Safety Policy

 

It is the policy of the Clark Development Corporation (CDC) to ensure a safe and healthy workplace for the employees, the customers, the contractors and the surrounding communities.

 

Employees at every level, including management are responsible and accountable for CDC's overall healthy and safety initiatives. Complete and active participation by everyone, everyday and in every task, is necessary in fulfilling this commitment.

 

To accomplish this, the CDC Management will integrate safety in all its policies and programs. The employees on the other hand, are expected to observe safe work practices established by the Company.


Smoke Free Workplace Policy and IRR


 

b.   Does the GOCC publish data relating to health, safety and welfare of its employees?

 

Report on Occupational Safety and Health Activities


Latest News and Updates on COVID


 

c.    Does the GOCC have training and development programmes for its employees?

CDC Policy on Employee Training and Development


 

d.   Does the GOCC publish data on training and development programs for its employees?

 

2020 In-House Trainings

2020 Public Trainings


6. 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.

a.   Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior?

Whistle Blowing Policy


 

b.   Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?

 

Whistle Blowing Policy


II. DISCLOSURE AND TRANSPARENCY

 

 

7. Quality of Annual Report

 

a.   Does the GOCC's annual report disclose the following items: Corporate objectives

 


CDC Annual Report 2020


 

b.   Does the GOCC's annual report disclose the following items: Financial performance indicators

 


CDC Annual Report 2020


 

c.    Does the GOCC's annual report disclose the following items: Non-financial performance indicators

 


CDC Annual Report 2020


 

d.   Does the GOCC's annual report disclose the following items: Details of whistle-blowing policy

 


CDC Annual Report 2020


 

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 listed companies) of directors/commissioners

 


CDC Annual Report 2020


 

f.     Does the GOCC's annual report disclose the following items: Training and/or continuing education programme attended by each director/commissioner

 


CDC Annual Report 2020


8. Are the annual reports downloadable from the GOCC's website?

 

 

Yes.

These can be found in the company's Transparency Seal on the Annual Reports Section


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 such issue?

NONE

10. Timely filing/release of annual/financial reports

 

a.   Are the audited annual financial report/statement released within 60 days upon receipt from COA?

 

Unaudited financial statement for CY 2020 already forwarded to COA on 29 January 2021 for auditing based on the required deadline


  Note: FS for auditing of COA


 

b.   Is the annual report released within 90 days from release of audited financial report?

 

Unaudited financial statement for CY 2020 already forwarded to COA on 29 January 2021 for auditing based on the required deadline


  Note: FS for auditing of COA


 

c.    Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company?

 

Unaudited financial statement for CY 2020 already forwarded to COA on 29 January 2021 for auditing based on the required deadline


  Note: FS for auditing of COA


  Statement of Management's Responsibility for Financial Statements for CY 2020 will be part of the Audited FS.


III. RESPONSIBILITIES OF THE BOARD

 

 

11. Corporate Vision and Mission

a.   Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year?

 

On 27 August 2020 Board Meeting, the Board reviewed/approved the proposed changes on the strategic objectives/strategic initiatives of CDC in view of the COVID-19 pandemic as presented by Management.


 

b.   Does the Board of Directors monitor/oversee the implementation of the corporate strategy?

 

Manual of Good Corporate Governance - Page 17



12. Did the GOCC achieve 90% in the PES?

 

 

Yes.

Recalibrated Performance Scorecard for CY2020


13. Code of ethics or conduct

 

a.   Are the details of the code of ethics or conduct disclosed?

 

CDC Code of Ethics for BOARD

CDC Code of Discipline

 

b.   Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?

 

CDC Code of Ethics for BOARD

CDC Code of Discipline


 

c.    Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?

 

Inter-Office Memorandum for All Officers and Staff dated 04 February 2020 re: Iteration of CDC Code of Discipline

Memorandum for the Board dated 27 January 2020 re: Iteration of the Code of Ethics and Conduct

14. Does the Board appoint a Nomination Compensation / Remuneration Committee?

 

 

 

Yes

15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?

 

 

Yes. Thirteen (13) meetings conducted for CY2020.

 

16. If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed?

 

 

Yes. Uploaded in the CDC Website under Transparency Seal.

17. Does the Board appoint an Audit Committee?

 

 

Yes.

18. If yes, is the report of the Audit Committee publicly disclosed?

 

 

Yes. Uploaded in the CDC Website under Transparency Seal.

19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?

 

 

Yes

Chairman:
Dir. Ernesto D. De Vota

Members :
Dir. Jon T. Castro
Dir. Luisito V. Clavano
Dir. Manuel R. Gaerlan
Dir. Arturo B. Ortiz
Dir. Felimon T. Santos Jr.
Dir. Nestor I. Villaroman, Jr.


20. Did the Audit Committee meet at least four times during the year?

 

 

Yes. Six (6) meetings conducted for CY2020.

21. Does the Board appoint a Risk Management Committee?

 

 

Yes.

22. If yes, is the report on Risk Management Committee publicly disclosed?

 

 

Yes. Uploaded in the CDC Website under Transparency Seal.

23. Does at least one member of the Risk Management Committee have a background in finance and investments?

 

 

Yes.

Chairman:
Dir. Manuel R. Gaerlan

Members:
Dir. Ernesto D. De Vota
Dir. Ana Liza A. Peralta


24. Board meetings and attendance

 

a.   Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)

 

Yes. Meeting held on 17 and 31 January 2020.

 

b.   Does the Board of Directors meet at least monthly?

 

Yes.

 

c.    Did the Board of Directors meet on at least 75% on their scheduled meetings?

 

Yes.

 

d.   Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?

 

Yes. All Directors attended 100% of the meetings.

 

 

e.   Did the Board of Directors meet separately at least once during the year without the President/CEO present?

 

No. The Board did not meet separately without the CEO.

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 (3) working days in advance of the board meeting?

 

Yes. Issued guidelines on Board and Executive Committee Process.

 

b.   Is the Board Secretary trained in legal, accountancy or company secretarial practices?

 

Yes.

26. Internal Audit

 

a.   Does the company have a separate internal audit function?

 

Yes. CDC has an Internal Audit Department.

 

b.   Does the appointment and removal of the internal auditor require the approval of the Audit Committee?

 

No. The Internal Auditor can be removed if there is cause and only after undergoing due process based on CDC's personnel policy/ Code of Discipline.

27. Risk Oversight

 

a.   Does the company disclose the internal control procedures/risk management systems it has in place?

CDC Annual Report 2020


 

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 management systems?

 

CDC Annual Report 2020


 

c.    Does the company disclose how key risks are managed?

 

CDC Annual Report 2020


 

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?

 

CDC Annual Report 2020


28. Do different persons assume the roles of Chairman and CEO?

 

 

Yes.

Chairman: Jose P. de Jesus
President and CEO: Noel F. Manankil


CDC Annual Report 2020


29. Board of Directors Development

a.   Does the GOCC have orientation programs for new Directors?

 

Yes.

 

Upon their assumption to office, the Board of Directors are encouraged to attend a Corporate Governance Orientation Program/Seminar. The CDC Board of Directors attended the Training Program for Corporate Governance conducted by the ICD. The one-day seminar covered the basic principles, importance and benefits of modern corporate governance to global, regional and local initiatives and reform. It also discusses regulatory updates, best practices, emerging risks and trends in corporate governance. Duties and responsibilities of the Risk Oversight, Audit and Corporate Governance Committees of the Board are also tackled in this training seminar.

The Management also conducts an orientation per group.

 

 

b.   Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programs?

 

Each year, the CDC allots a budget for training programs (local and foreign) for the Board of Directors' attendance to trainings in order for them to be kept abreast with various laws, principles and best practices.

 

 

c.    Did all Appointive Directors attend at least 1 training for the calendar year?

 

Yes.

CDC Annual Report 2020


30. Board Appraisal

 

a.   Is an annual performance assessment conducted of the Board of Directors?

 

Yes. Memorandum to the Board was issued on 18 January 2021 regarding process and criteria for CY2020 Assessment.


 

b.   Does the GOCC disclose the process followed in conducting the Board assessment?

 

Yes. Memorandum to the Board was issued on 18 January 2021 regarding process and criteria for CY2020 Assessment.


 

c.    Does the GOCC disclose the criteria used in the Board assessment?

 

Yes. Memorandum to the Board was issued on 18 January 2021 regarding process and criteria for CY2020 Assessment.


31. Committee Appraisal

 

Is an annual performance assessment conducted of the Board of Directors Committees?

 

Yes. Certification from Corporate Secretary/Compliance Officer Atty. Meneses stating the results of assessment and evaluation of the committees including the date of submission.

BONUS

 

 

Stakeholder Relationship

 

 

1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports?

 

 

CDC Annual Report 2020


Disclosure and Transparency

 

 

2. Quality of Annual Report

 

Is the audited annual financial report/statement released within 30 days upon receipt from COA?

 

Unaudited financial statement for CY 2020 already forwarded to COA on 29 January 2021 for auditing based on the required deadline

PENALTY

 

 

1. Responsibilities of the Board

 

Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs?

No

 

Is there non-compliance with Good Governance Conditions?

 

None