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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 2025 Annual Report
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 2025 Annual Report
Clark Monitor Issue: May 2025
Clark Monitor Issue: August Issue
Clark Monitor Issue: June 2025
Clark Monitor Newsletter: December 2025

Y

b.

Interaction with the communities

CY 2025 Annual Report
Clark Monitor Issue: May 2025
Clark Monitor Issue: July 2025
Clark Monitor Issue: August 2025
Clark Monitor Issue: September 2025

Y

c.

Environmentally-friendly value chain

CY 2025 Annual Report
Clark Monitor Issue: April 2025
Clark Monitor Issue: June 2025
Clark Monitor Issue: September 2025
Clark Monitor Newsletter: December 2025

Y

3

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

CY 2025 Annual Report
 

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 2025 Annual Report
CDC Smoke Free Workplace Policy
CDC Drug-Free Workplace Policy
CDC Implementing Rules and Regulations on Sexual Harassment Cases
CDC Mental Health Policy

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 2025 Performance Scorecard

Y

b.

Financial performance indicators

CY 2025 Performance Scorecard
CY 2025 Annual Report

Y

c.

Non-financial performance indicators

CY 2025 Performance Scorecard
CY 2025 Annual Report  

Y

d.

Details of whistle-blowing policy

CDC Whistleblowing Policy
Whistleblowing Portal
CY 2025 Annual Report

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 2025 Annual Report (pages 7 to 13)
Curriculum Vitae of CDC CY 2025 Board of Directors

Y

f.

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

CY 2025 Annual Report (pages 63 to 64)
Curriculum Vitae of CDC CY 2025 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 10 April 2025 and uploaded to CDC’s website on 11 April 2025)

Y

b.

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

CDC`s Website
(Audited Financial Statement for CY 2024 was received from COA on 10 April 2025 and the CY 2024 Annual Report was uploaded to CDC’s website under the Financial and Operational Matters Section of the Transparency Seal on 08 July 2025)

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?

CY 2024 PES Validated Results

N/A

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?

CY 2025 Board Committee Memberships
CY 2025 Board Committee Memberships and Mandates

Y 

15

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

CY 2025 Board and Committee Attendance Report

Y

16

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

HRNOD CY 2025 Accomplishment Report

Y

17

Does the Board appoint an Audit Committee?

CY 2025 Board Committee Memberships
CY 2025 Board Committees and Mandates

Y

18

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

Audit Committee CY 2025 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 CY 2025 Board of Directors
CY 2025 Annual Report
The Audit Committee demonstrates relevant accounting and finance expertise through the professional backgrounds of its members. Paul Manuel M. Cervantes is both a Certified Public Accountant and lawyer, with extensive experience in audit and accounting through his work with Sycip Gores Velayo & Co. and Reyes Tacandong & Co., where he became a Partner. His education and career clearly establish a solid audit, accounting, and finance background. Roberto A. Atendido further strengthens the Committee’s financial expertise, with over four decades of investment banking experience involving financial advisory, mergers and acquisitions, and corporate finance. He holds degrees from Ateneo de Manila University and Asian Institute of Management. While primarily legal professionals, Maricris Ang-Carlos and Manuel M. Feliciano also contribute relevant exposure to financial matters through their work in corporate governance, taxation, banking, and business leadership. . 

Y

20

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

CY 2025 Board and Committee Attendance Report

Y

21

Does the Board appoint a Risk Management Committee?

CY 2025 Board Committee Memberships
CY 2025 Board Committees and Mandates

Y

22

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

Risk Management Committee CY 2025 Report

Y

23

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

Curriculum Vitae of CY 2025 Board of Directors
CY 2025 Annual Report
The Risk Management Committee members possess relevant educational qualifications and professional experience in finance, investment, and corporate governance. Roberto A. Atendido brings over four decades of investment banking experience in financial advisory, mergers and acquisitions, and corporate finance, with degrees from Ateneo de Manila University and Asian Institute of Management, providing a strong investment and finance background. Paul Manuel M. Cervantes contributes expertise in audit, accounting, and financial management as a Certified Public Accountant and lawyer with extensive experience at Sycip Gores Velayo & Co. and Reyes Tacandong & Co.. Complementing them, Maricris Ang-Carlos, Manuel M. Feliciano, and Helen Nicolette M. Henson-Hizon provide additional expertise in corporate governance, risk oversight, strategic communication, and leadership, with legal and executive education credentials that support oversight of financial and operational risks.

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 2025

Y

b.

Does the Board of Directors meet at least monthly?

Schedule of Board & Actual Meetings for CY 2025

Y

c.

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

Schedule of Board & Actual Meetings for CY 2025
CY 2025 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 2025
CY 2025 Board and Committee Attendance Report
CY 2025 Annual 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 2025
CY 2025 Board and Committee Attendance Report
CY 2025 Annual 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 2025 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?

CY 2025 Annual Report

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 2025 Annual Report

Y

28

Board Chairman

Do different persons assume the roles of Chairman and CEO?

CDC`s Website
List of CY 2025 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 2025
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 2025 Annual Accomplishment Report
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 2025

Y

b.

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

Board Appraisal Process and Criteria for CY 2025

Y

c.

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

Board Appraisal Process and Criteria for CY 2025

Y

31

Committee Appraisal

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

Certification of Board Assessments for CY 2025

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 10 April 2025 and uploaded to CDC’s website on 11 April 2025)

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