CORPORATE GOVERNANCE SCORECARD 2017

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?

 

Annual Report p. 8, pp. 15-18

 

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

 

CDC CSR Statement

Annual Report pp. 23-26

 

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

 

Annual Report pp. 19-20

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

a.   Customer health and safety

 

Annual Report p. 17

 

b.   Interaction with the communities

 

CDC CSR Statement

Annual Report pp. 23-26


 

c.    Environmentally-friendly value chain

 

Annual Report pp. 19-20

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

 

 

Yes, Clark Development Corporation has a Corporate Social Responsibility Section under the External Affairs Dept.

Annual Report p. 24


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?

Yes

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 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.

 

Report on Occupational Safety and Health Activities†of Clark Development Corporation, CY 2017

Annual Report pp. 21-22


 

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

 

Report on Occupational Safety and Health Activities† of Clark Development Corporation, CY 2017

Annual Report pp. 21-22


 

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

CDC Policy on Employee Training and Development

Training Data

Annual Report pp. 21-22


 

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

 

CDC Policy on Employee Training and Development

Training Data

Annual Report pp. 21-22


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 Portal

Link to CDC's Whistle Blowing Policy


 

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

 

Link to CDC's 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 CY 2017 Performance Scorecard

Annual Report p. 27


 

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

 

CY 2017 Validated Performace Scorecard

Annual Report p. 5

 

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

 

CY 2017 Validated Performace Scorecard

Annual Report p. 6 to 8

 

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

 

Annual Report p. 27

 

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

 

Annual Report p. 30 to 37

 

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

 

Annual Report p. 30 to 37

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

 

 

Yes. These can be found in the company's Transparency Seal

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?

Omnibus Certification certifying compliance to good governance conditions

 

Annual Report p. 27

10. Timely filing/release of annual/financial reports

 

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

 

Received from COA on June 28, uploaded on July 27

 

 

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

 

Uploaded June 22

 

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?

 

Management Responsibility for Financial Statements

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?

 

Yes, in its 29 September 2017 Board of Directors Meeting, the CDC Mission and Vision was presented to the Board for review.

 

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

 

Yes, in its 27 October 2017, Board Meeting, the quarterly status of its Performance Scorecard was presented to the Board of Directors

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

 

 

CY 2017 Validated Performace Scorecard

13. Code of ethics or conduct

 

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

 

CDC Board Code of Ethics

 

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

 

Manual of Good Corporate Governance

 

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

 

CDC Code of Discipline

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

 

 

 

Yes. As approved/amended on 13 January 2017 to replace Dir. Melo by Dir. Uy, and 10 March 2017 to replace Dir. Bondoc by Dir. Villaroman, Jr., respectively.

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

 

 

Yes.

 

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

 

 

Yes.

17. Does the Board appoint an Audit Committee?

 

 

Yes. As approved/amended on 13 January 2017 to replace Dirs. Villanueva and Aquino by BCDA Chairman Garcia III, Dirs. Bondoc and Baron, 10 March 2017 to replace Dir. Bondoc by Dir. F. Villaroman, 13 October 2018 to include Dir. De Vota, and 27 November 2017 to include Dir. Ortiz, respectively

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

 

 

Yes.

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

 

 

Yes, Director Ernesto de Vota

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

 

 

Yes.

21. Does the Board appoint a Risk Management Committee?

 

 

Yes

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

 

 

Risk Management Committee Accomplishment Report

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

 

 

Yes, Dir. Ernesto de Vota

24. Board meetings and attendance

 

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

 

Yes

 

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. BCDA Chairman Gregorio D. Garcia III and Pres. Vivencio B. Dizon are not appointed Directors but as representatives of BCDA to CDC.

 

 

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

 

Yes. They met without the President and CEO, Noel F. Manankil on June 30 and July 14, 2017.

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?

 

Access to Information

 

 

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

 

Yes, the Board Secretary is Atty. Perlita M. Sagmit

26. Internal Audit

 

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

 

Yes. CDC has a separate 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.

27. Risk Oversight

 

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

 

 

 

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?

 

 

 

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

 

2017 Material Risk Factors

 

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?

 

 

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

 

 

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

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.

30. Board Appraisal

 

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

 

Board Appraisal Process and Criteria

 

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

 

Board Appraisal Process and Criteria

 

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

 

Board Appraisal Process and Criteria

31. Committee Appraisal

 

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

 

Board Appraisal Process and Criteria

BONUS

 

 

Stakeholder Relationship

 

 

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

 

 

No

Disclosure and Transparency

 

 

2. Quality of Annual Report

 

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

 

Yes. Received from COA on June 28, uploaded on July 27.

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