Clark Development Corporation

CORPORATE GOVERNANCE SCORECARD FOR GOCC's QUESTIONNAIRE
#	Question		Guiding Reference	Y/N
	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 Corporate Governance (page 8)	Y
	b.	Elaborates its efforts to interact with the communities in which they operate?	CSR Statement Manual of Corporate Governance (page 8)	Y
	c.	Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?	Environmental Policies and Guidelines in Clark CDC Annual Report (pages 11) Clark Ambient Air Monitoring	Y
2	Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?
	a.	Customer health and safety	CDC Annual Report (pages 20-21) Clark Monitor November Issue CDC Smoke Free Workplace Policy	Y
	b.	Interaction with the communities	CDC Annual Report (pages 14-17) Clark Monitor March Issue	Y
	c.	Environmentally-friendly value chain	CDC Annual Report (pages 11) Clark Monitor July and August Issue	Y
3	Does Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section?		CDC Annual Report (pages 14-17) Clark Monitor March Issue Clark Monitor July and August Issue	Y
4	Where stakeholder interests are protected by law stakeholders should have the opportunity to obtain effective redress for violation of their rights.		Whistleblowing Portal Feedback Mechanism	Y
		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?	Whistleblowing Portal Feedback Mechanism	Y
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 (pages 20-21) CDC Smoke Free Workplace Policy	Y
	b.	Does the GOCC publish data relating to health, safety and welfare of its employees?	CDC Occupational and Safety Report	Y
	c.	Does the GOCC have training and development programmes for its employees?	CDC Public Trainings CDC In-House Trainings	Y
	d.	Does the GOCC publish data on training and development programs for its employees?	CDC Public Trainings CDC In-House Trainings	Y
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.		CDC Whistleblowing Policy	Y
	a.	Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior?	CDC Whistleblowing Policy	Y
	b.	Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?	CDC Whistleblowing Policy	Y
	II. Disclosure and Transparency
7	Does the GOCC's website disclose the following items:
	a.	Corporate objectives	CDC Annual Report (page 22) CDC Performance Scorecard CY 2022	Y
	b.	Financial performance indicators	CDC Annual Report (pages 2) CDC Performance Scorecard CY 2022	Y
	c.	Non-financial performance indicators	CDC Annual Report (pages 3-10, 19) CDC Performance Scorecard CY 2022	Y
	d.	Details of whistle-blowing policy	CDC Whistleblowing Policy Whistleblowing Portal CDC Annual Report (page 22)	Y
	e.	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 (pages 24-29) Curriculum Vitae of Board of Directors	Y
	f.	Training and/or continuing education programme attended by each director/commissioner	CDC Annual Report (pages 24-29) Curriculum Vitae of Board of Directors	Y
8	Are the Annual Reports downloadable from the GOCC's website?		CDC`s Website (Annual Report)	Y
9	Corporate Governance Confirmation Statement
		Does the GOCC's website 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?	Certification	Y
10	Timely filing/release of annual/financial reports
	a.	Are the audited annual financial report/statement uploaded on the website within 60 days upon receipt from COA?	CDC`s Website (Financial Statements) Audited Financial Statement	Y
	b.	Is the annual report released within 90 days from release of audited financial report?	CDC`s Website	Y
	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?	Audited Financial Statement	Y
	III. Responsibilities of the Board
11	Corporate Vision/Mission
	a.	Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year?	Secretary`s Certificate	Y
	b.	Does the Board of Directors monitor/oversee the implementation of the corporate strategy?	Manual of Corporate Governance page 17)	Y
12	Did the GOCC achieve 90% in the PES?		The validation of CY 2021 PES is still ongoing.	N/A
13	Code of ethics or conduct
	a.	Are the details of the code of ethics or conduct disclosed?	CDC Board Code of Conduct CDC Code of Discipline	Y
	b.	Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?	CDC Board Code of Conduct CDC Code of Discipline	Y
	c.	Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?	CDC Board Iteration of the Code of Conduct and No Gift Policy CDC Memo: Imposition of Code of Discipline	Y
14	Does the Board appoint a Nomination and Compensation / Remuneration Committee?		CDC Board Committees Mandates and Functions
15	Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year?		CDC Board and Committee Attendance Report	Y
16	If yes, is the report of the Nomination and Compensation/Renumeration Committee publicly disclosed?		Nomination Compensation/ Remuneration Committee Accomplishment Report	Y
17	Does the Board appoint an Audit Committee?		Board Committees Mandates and Function	Y
18	If yes, is the report of the Audit Committee publicly disclosed?		Audit Committee Report	Y
19	Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?		Curriculum Vitae of CDC Board of Directors Atty. Paul Manuel M. Cervantes is a Certified Public Account and Lawyer by profession. Earlier in his career, he started as Senior Associate at the Sycip Gores Velayo and Co., in 2007 and joined Reyes Tacandong and Co., as manager in 2010. In 2017 he was promoted as Partner of Reyes Tacandong & Co. until his appoinment as Commissioner at the Energy Regulatory Commission in 2019. Currently, he is a Senior Partner of the Castillo and Bello Law Office. He is a member of the Integrated Bar of the Philippines, as well as the Philippine Institute of Certified Public Accountants. Verily, among the other Audit Committee members, Atty. Paul Christian M. Cervantes has met the audit, accounting or finance background through his education and work experience. Please see the reference link for more information.	Y
20	Did the Audit Committee meet at least four times during the year?		CDC Board and Committees Attendance Report	Y
21	Does the Board appoint a Risk Management Committee?		CDC Board Committees Mandates and Functions	Y
22	If yes, is the report on Risk Management Committee publicly disclosed?		Risk Management Committee Report	Y
23	Does at least one member of the Risk Management Committee have a background in finance and investments?		Curriculum Vitae of CDC Board of Directors As mentioned in item no. 19, Atty. Paul Christian M. Cervantes, being a member of the Risk Management Committee through his educational and work experience has a background in investments and finance.	Y
24	Board meetings and attendance
	a.	Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)	Schedule of Board & Actual Meetings for CY 2022	Y
	b.	Does the Board of Directors meet at least monthly?	Schedule of Board & Actual Meetings for CY 2022	Y
	c.	Did the Board of Directors meet on at least 75% on their scheduled meetings?	Schedule of Board & Actual Meetings for CY 2022	Y
	d.	Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?	CDC Board and Committees Attendance Report	Y
	e.	Did the Board of Directors meet separately at least once during the year without the President/CEO present?	CDC Board and Committees Attendance Report	Y
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?	Revised Guidelines on Board and Execom Process as of 05 November 2018 Reiteration of Guidelines on Board and Executive Committee Process	Y
	b.	Is the Board Secretary trained in legal, accountancy or company secretarial practices?	Corporate Secretary`s CV	Y
26	Internal Audit
	a.	Does the company have a separate internal audit function?	CDC Organizational Structure	Y
	b.	Does the appointment and removal of the internal auditor require the recommendation of the Audit Committee?	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.	N
27	Risk Oversight
	a.	Does the company disclose the internal control procedures/risk management systems it has in place?	CDC Annual Report (pages 23)	Y
	b.	Does the Annual Report disclose that the Board of Directors/Commissioners has overseen a review of the company's material controls (including operational, financial and compliance controls) and risk management systems?	CDC Annual Report (pages 23)	Y
	c.	Does the company disclose how key risks are managed?	Material Risk Factors	Y
	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 (pages 28)	Y
28	Board Chairman
		Do different persons assume the roles of Chairman and CEO?	CDC`2 website CDC List of Board of Directors and Officers	Y
29	Board of Directors Development
	a.	Does the GOCC have orientation programmes for new Directors?	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.	Y
	b.	Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes??	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 in corporate governance	Y
	c.	Did all Appointive Directors attend at least 1 training for the calendar year?	CDC Annual Report (pages 24-29) Curriculum Vitae of Board of Directors	Y
30	Board Appraisal
	a.	Is an annual performance assessment conducted of the Board of Directors?	Board Appraisal Process and Criteria for 2022	Y
	b.	Does the GOCC disclose the process followed in conducting the Board assessment?	Board Appraisal Process and Criteria for 2022	Y
	c.	Does the GOCC disclose the criteria used in the Board assessment?	Board Appraisal Process and Criteria for 2022	Y
31	Committee Appraisal
		Is an annual performance assessment conducted of the Board of Directors Committees?	Certification of Board Assessments CY 2022	Y
	IV. BONUS
	Stakeholder Relationships
1	Does the GOCC practice Global Reporting Index (GRI) on its annual reports?			N
	Disclosure and Transparency
2	Timely release of annual financial report
		Is the audited annual financial report/statement released within 30 days upon receipt from COA?	Audited Financial Statement	Y
	V. PENALTY
	Responsibilities of the Board
1	Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs?		N/A	N
2	Is there non-compliance with Good Governance Conditions?		N/A	N

CORPORATE GOVERNANCE SCORECARD

FOR GOCC's QUESTIONNAIRE