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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?

CDC Manual of Corporate Governance (see page 13)

Y

b.

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

CSR Statement
CDC Manual of Corporate Governance (see page 13)

Y

c.

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

Environmental Policies and Guidelines in Clark
CY 2024 Annual Accomplishment Report (see page 51)
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

CY 2024 Annual Accomplishment Report (see page 58)
Clark Monitor Issue: July Issue

Clark Monitor Issue: August Issue
Clark Monitor Issue: October Issue
Clark Monitor Issue: December Issue

Y

b.

Interaction with the communities

CY 2024 Annual Accomplishment Report (see page 54)
Clark Monitor Issue: March-April 2024
Clark Monitor Issue: June 2024
Clark Monitor Issue: July 2024
Clark Monitor Issue: August 2024
Clark Monitor Issue: November 2024

Y

c.

Environmentally-friendly value chain

CY 2024 Annual Accomplishment Report (see page 51)
Clark Monitor Issue: December 2024

Y

3

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

CY 2024 Annual Accomplishment Report (see page 54)
 

Y

4

Where stakeholder interests are protected by law stakeholders should have the opportunity to obtain effective redress for violation of their rights.

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
Alternative Reporting Channels
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?

CY 2024 Annual Report (see page 57)
CDC Smoke Free Workplace Policy
CDC Drug-Free Workplace Policy
CDC Implementing Rules and Regulations on Sexual Harassment Cases

Y

b.

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

CDC Occupational Safety and Health 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

CY 2024 Performance Scorecard

Y

b.

Financial performance indicators

CY 2024 Performance Scorecard
CY 2024 Annual Accomplishment Report (see pages 36 to 37)

Y

c.

Non-financial performance indicators

CY 2024 Annual Accomplishment Report (see pages 40 to 56)
 

Y

d.

Details of whistle-blowing policy

CDC Whistleblowing Policy
Whistleblowing Portal
CY 2024 Annual Accomplishment Report (see page 7)

Y

e.

Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners

CY 2024 Annual Accomplishment Report (see pages 16-28)
Curriculum Vitae of CDC CY 2024 Board of Directors

Y

f.

Training and/or continuing education programme attended by each director/commissioner

CY 2024 Annual Accomplishment Report (see pages 30-31)
Curriculum Vitae of CDC CY 2024 Board of Directors

Y

8

Are the Annual Reports downloadable from the GOCC's website?

CDC’S WEBSITE: Transparency Seal - Financial and Operational Matters 

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
Audited Financial Statement
(Received from COA on 14 March 2024 and uploaded to CDC’s website on 18 March 2024)

Y

b.

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

CDC`s Website
(Annual Report was uploaded to CDC’s website on 11 June 2024)

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?

CDC Manual of Good Corporate Governance (see page 22)

Y

12

Did the GOCC achieve 90% in the PES?

On 27 September 2024, CDC sent a request for revalidation of the 2023 Performance Evaluation Scorecard. There is an ongoing request for revalidation of the 2023 PES results.

Y

13

Code of ethics or conduct

a.

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

Code of Ethics and Conduct for the Board of Directors of CDC
CDC Revised Rules of Procedure on Administrative Cases

Y

b.

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

Code of Ethics and Conduct for the Board of Directors of CDC
CDC Revised Rules of Procedure on Administrative Cases

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
Inter-Office Memorandum on Orientation for New Hires
CDC Revised Rules of Procedure on Administrative Cases

Y

14

 Does the Board appoint a Nomination and Compensation / Remuneration Committee?

CDC CY 2024 Board Committee Memberships CDC CY 2024 Board Committee Memberships and Mandates

Y 

15

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

CDC CY 2024 Board and Committee Attendance Report

Y

16

If yes, is the report of the Nomination and Compensation/Renumeration Committee publicly disclosed?

HRNOD CY 2024 Accomplishment Report

Y

17

Does the Board appoint an Audit Committee?

CDC CY 2024 Board Committee Memberships
CDC CY 2024 Board Committees and Mandates

Y

18

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

Audit Committee CY 2024 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 CY 2024 Board and Committee Attendance Report

Y

21

Does the Board appoint a Risk Management Committee?

CDC CY 2024 Board Committee Memberships
CDC CY 2024 Board Committees and Mandates

Y

22

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

Risk Management Committee CY 2024 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 2024

Y

b.

Does the Board of Directors meet at least monthly?

Schedule of Board & Actual Meetings for CY 2024

Y

c.

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

Schedule of Board & Actual Meetings for CY 2024
CDC CY 2024 Board and Committee Attendance Report

Y

d.

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

Schedule of Board & Actual Meetings for CY 2024
CDC CY 2024 Board and Committee Attendance Report
CY 2024 Annual Accomplishment Report

Y

e.

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

Schedule of Board & Actual Meetings for CY 2024
CDC CY 2024 Board and Committee Attendance Report
As the top executive, the President and Chief Executive Officer provides critical information on company operations, strategy, and execution that aids the board decision-making.
The complete attendance and regular participation of the P/CEO ensures that the CEO and the Management of CDC is aligned with the Board's expectations and remains accountable for business performance.
Furthermore, the P/CEO's presence in all of the Board meetings allows the P/CEO to provide real-time clarification, data, or insights during discussions, thereby improving the Board's ability to make informed decisions.
The regular participation of the P/CEO signals to investors and stakeholders to have confidence in CDC as there is a well-functioning governance structure where the management and the Board collaborate effectively.

N

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?

Memorandum from the Chairman: Reiteration on Deadline of Submission of Board Materials
Reiteration of Deadlines and Guidelines on Board and Executive Committee Processes

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 Audit Division (IAD) operates under the direct supervision of the Board, ensuring its independence from the Management of CDC. This is reflected in CDC's organizational structure. However, neither the Board of Directors nor the Audit Committee appoints or removes the IAD Head, as these personnel decisions follow established internal policies and procedures.
The IAD Head occupies a managerial position. As a managerial position, the IAD Head can only be removed for just and authorized causes and only after due process, in accordance with the CDC's Code of Discipline. This ensures that decisions regarding appointment or removal are based on merit and compliance with labor policies, rather than discretionary recommendations.
The Audit Committee is responsible for monitoring and evaluation the internal audit function's effectiveness. While it may provide performance feedback or appraisals, it does not have direct authority over hiring or termination. This separation ensures that the Audit Committee maintains its oversight role without influencing personnel decisions, which remain within the organization's established governance framework.
The existing organizational and governance structure already ensures accountability and proper oversight by:
1. Keeping the IAD's reporting line directly under the Board, preserving its autonomy.
2. Allowing the Audit Committee to assess the performance of the internal audit function, without having direct control over personnel matters.
3. Following internal policies for appointment and removal, which align with corporate governance and labor regulations.
The foregoing ensures a proper balance between oversight and personnel  

N

27

Risk Oversight

a.

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

CY 2024 Annual Accomplishment Report (see pages 9-10)

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?

CY 2024 Annual Accomplishment Report (see pages 9-10)

Y

c.

Does the company disclose how key risks are managed?

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?

CY 2024 Annual Accomplishment Report (see pages 9-10)

Y

28

Board Chairman

Do different persons assume the roles of Chairman and CEO?

CDC`s Website
CDC List of CY 2024 Board of Directors

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??

CDC Approved Budget for CY 2024
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?

CY 2024 Annual Accomplishment Report (see pages 30-31)
Curriculum Vitae of CDC 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 CY 2024

Y

b.

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

Board Appraisal Process and Criteria for CY 2024

Y

c.

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

Board Appraisal Process and Criteria for CY 2024

Y

31

Committee Appraisal

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

Certification of Board Assessments for CY 2024

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

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

CDC`s Website
Audited Financial Statement
(Received from COA on 14 March 2024 and uploaded to CDC’s website on 18 March 2024)

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

2

Is there non-compliance with Good Governance Conditions?

N