CORPORATE GOVERNANCE SCORECARD

FOR GOCC's QUESTIONNAIRE

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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?

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?

CDC Annual Report (page 32)
Clark Monitor August Issue
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 8-11)

Clark Monitor January Issue

Clark Monitor June and July Issue

Clark Monitor August Issue

CDC latest News

CDC Smoke Free Workplace Policy

Y

b.

Interaction with the communities

CDC Annual Report (pages 8-11)
Clark Monitor January Issue
Clark Monitor March Issue
Clark Monitor June and July Issue
Clark Monitor August Issue

Y

c.

Environmentally-friendly value chain

CDC Annual Report (page 32)
Clark Monitor August Issue

Y

3

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

CDC Annual Report (pages 34-35)
Clark Monitor January Issue
Clark Monitor March Issue
Clark Monitor June and July Issue
Clark Monitor 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 (page 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 Performance Scorecard

Y

b.

Financial performance indicators

CDC Performance Scorecard
CDC Annual Report

Y

c.

Non-financial performance indicators

CDC Performance Scorecard
CDC Annual Report  

Y

d.

Details of whistle-blowing policy

CDC Annual Report (page 46)
CDC Whistleblowing Policy
Whistleblowing Portal 

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 42-46)
Curriculum Vitae of Board of Directors

Y

f.

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

CDC Annual Report (pages 42-46)

Y

8

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

CDC`S website 

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?

 

N

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

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 the CY 2020 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?

Board Committees and Mandates and Functions

 

15

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

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
The Chairman of the Audit Committee, Atty. Ernesto D. De Vota is a CPA lawyer by profession and a businessman. Earlier in his career, he was a partner in R.R.Tan & Associates, CPAs from 1974 to 1985, a professor in the Philippine School of Business and Accountancy from 1980 to 1985, and a college of law professor at the University of Manila from 1983 to 1986. Also a former professor of business law and taxation at the Holy Angel University and the President and General Manager of De Vota Agri-Farms Incorporated. Until 2010, he was with the Bureau of Internal Revenue as Assistant Regional Director. He is also a member of the Philippine Institute of Certified Public Accountants and Integrated Bar of the Philippines, Tarlac Chapter. Verily, among the other Audit Committee members, Atty. De Vota has met the audit, accounting or finance background through his education and work experience.

Y

20

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

Board and Committees Attendance Report

Y

21

Does the Board appoint  a Risk Management Committee?

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 the item 19, Atty. De Vota, being a member of the Risk Management thru his educational and work experience has also a background in finance and investments.

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 2020

Y

b.

Does the Board of Directors meet at least monthly?

Schedule of Board & Actual Meetings for CY 2020

Y

c.

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

Schedule of Board & Actual Meetings for CY 2020

Y

 

d.

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

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?

Board and Committees Attendance Report

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?

Revised Guidelines on Board and Execom Process as of 05 November 2018

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?

N

27

Risk Oversight

 

 

a.

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

CDC Annual Report

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

Y

c.

Does the company disclose how key risks are managed?

CDC Annual Report

 

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

Y

28

Board Chairman

 

 

 

Do different persons assume the roles of Chairman and CEO?

CDC Annual Report

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 42-46)
Chairman Jose P. de Jesus and P/CEO Noel Manankil`s terms of office ended before the scheduled training that was conducted on December 2, 2020.  

Y

30

Board Appraisal

 

 

a.

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

Board Appraisal Process and Criteria for 2020

Y

b.

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

Board Appraisal Process and Criteria for 2020

Y

c.

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

Board Appraisal Process and Criteria for 2020

Y

31

Committee Appraisal

 

 

 

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

Certification of Board Assessments CY 2020

Y

 

BONUS

 

Stakeholder Relationships

1

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

 

N

Disclosure and Transparency

2

Quality of Annual Report

 

 

 

 

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

Audited Financial Statement

Y

 

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