CORPORATE GOVERNANCE SCORECARD
| PARTICULARS | FILE | ||
| 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? | Customers’ Welfare Policies | ||
| b. Elaborates its efforts to interact with the communities in which they operate? | TPB CSR Statement | ||
| c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | TPB CSR Statement | ||
| 2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? | |||
| a. Customer health and safety | Customer Health and Safety | ||
| b. Interaction with the communities | CSR 2020 3rd Leg – Community Assistant to the Cagayan Valley Region Terminal Report CSR 2020 3rd Leg – Community Assistant to the Cagayan Valley Region Photo Documentation CSR 2020 2nd Leg – Community Assistant to Bicol Terminal Report CSR 2020 2nd Leg – Community Assistance to Bicol Photo Documentation CSR 2020 1st Leg – Assistance to COVID-19 Front Liners Heroes Terminal Report CSR 2020 1st Leg – Assistance to COVID-19 Front Liners Heroes Photo DocumentationMetro Mania Leg – Tomas Morato Elementary School Metro Manila Leg – Tomas Morato Photo Documentation Metro Manila Leg- Cubao Elementary School Terminal Report 2019 Metro Manila Leg- Cubao Photo Documentation Laguna and Tanay Terminal Report Laguna and Tanay Photo Documentation 2019 IP Community Assistance Leg in Adams, Ilocos Norte Terminal Report 2019 IP Community Assistance Leg in Adams, Ilocos Norte Photo Documentation 2019 Community Assistance and ArtReach in Tarlac Tarlac CSR Photo Documentation 2019 |
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| Laguna CSR Terminal Report 2018 Laguna CSR Photo Documentation 2018 Laguna CSR Terminal Report 2017 Laguna CSR Photo Documentation 2017 Banaue CSR Terminal Report 2018 Banaue CSR Photo Documentation 2018 Banaue CSR Terminal Report 2017 Banaue CSR Photo Documentation 2017 Bicol CSR Terminal Report Bicol CSR Photo Documentation Iloilo CSR Terminal Report Iloilo CSR Photo Documentation Palawan CSR Terminal Report Palawan CSR Photo Documentation Leyte CSR Terminal Report Leyte CSR Photo Documentation Occidental Mindoro CSR Terminal Report Occidental Mindoro CSR Photo Documentation Camiguin CSR Terminal Report Camiguin CSR Photo Documentation |
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| c. Environmentally-friendly value chain | Environmentally-Friendly Value Chain Policies Environmentally Friendly |
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| 3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report / section? | TPB CSR Statement | ||
| CSR 2020 3rd Leg – Community Assistant to the Cagayan Valley Region Terminal Report CSR 2020 3rd Leg – Community Assistant to the Cagayan Valley Region Photo Documentation CSR 2020 2nd Leg – Community Assistance to Bicol Terminal Report CSR 2020 2nd Leg – Community Assistance to Bicol Photo Documentation CSR 2020 1st Leg – Assistance to COVID-19 Front Liners Heroes Terminal Report CSR 2020 1st Leg – Assistance to COVID-19 Front Liners Heroes Photo DocumentationMetro Mania Leg – Tomas Morato Elementary School Metro Manila Leg – Tomas Morato Photo Documentation Metro Manila Leg- Cubao Elementary School Terminal Report 2019 Metro Manila Leg- Cubao Photo Documentation Laguna and Tanay Terminal Report Laguna and Tanay Photo Documentation 2019 IP Community Assistance Leg in Adams, Ilocos Norte Terminal Report 2019 IP Community Assistance Leg in Adams, Ilocos Norte Photo Documentation 2019 Community Assistance and ArtReach in Tarlac Tarlac CSR Photo Documentation 2019 Laguna CSR Terminal Report 2018 Laguna CSR Photo Documentation 2018 Laguna CSR Terminal Report 2017 Laguna CSR Photo Documentation 2017 Banaue CSR Terminal Report Banaue CSR Photo Documentation Banaue CSR Terminal Report 2017 Banaue CSR Photo Documentation 2017 Bicol CSR Terminal Report Bicol CSR Photo Documentation Iloilo CSR Terminal Report Iloilo CSR Photo Documentation Palawan CSR Terminal Report Palawan CSR Photo Documentation Leyte CSR Terminal Report Leyte CSR Photo Documentation Occidental Mindoro CSR Terminal Report Occidental Mindoro CSR Photo Documentation Camiguin CSR Terminal Report Camiguin CSR Photo Documentation Customers’ Welfare Policies Customers’ Welfare Activities Environmentally-Friendly Value Chain Policies Contact Details For Complaints Of Other Stakeholders 2020 Trainings / Seminars 2019 Trainings / Seminars 2018 Trainings / Seminars 2017 Trainings / Seminars 2016 Training and Development Programs 2015 Trainings / Seminars 2014 Trainings / Seminars |
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| 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? | CONTACT US | ||
| 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? | 2020 Trainings / Seminars 2019 Trainings / Seminars 2018 Trainings / Seminars 2017 Trainings / Seminars 2016 Training and Development Programs |
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| 2015 Trainings / Seminars | |||
| 2014 Trainings / Seminars | |||
| b. Does the GOCC publish data relating to health, safety and welfare of its employees? | 2020 Trainings / Seminars 2019 Trainings / Seminars 2018 Trainings / Seminars 2017 Trainings / Seminars 2016 Training and Development Programs |
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| 2015 Trainings / Seminars | |||
| 2014 Trainings / Seminars | |||
| c. Does the GOCC have training and development programmes for its employees? | 2020 Trainings / Seminars 2019 Trainings / Seminars 2018 Trainings / Seminars 2017 Trainings / Seminars 2016 Training and Development Programs |
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| 2015 Trainings / Seminars | |||
| 2014 Trainings / Seminars | |||
| d. Does the GOCC publish data on training and development programmes for its employees? | 2020 Trainings / Seminars 2019 Trainings / Seminars 2018 Trainings / Seminars 2017 Trainings / Seminars 2016 Training and Development Programs |
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| 2015 Trainings / Seminars | |||
| 2014 Trainings / Seminars | |||
| 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 complains by employees concerning illegal (including corruption) and unethical behavior? | TPB Grievance Machinery Guidelines | ||
| b. Does the GOCC have procedures to protect an employee/person who reals illegal/unethical behavior from retaliation? | TPB Grievance Machinery Guidelines | ||
| II. Disclosure and Transparency | |||
| 7. Quality of Annual Report
Does the GOCC’s annual report disclose the following items: |
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| a. Corporate objectives | TPB Strategy Map | ||
| b. Financial performance indicators | Physical Plan BED no. 2 | ||
| c. Non-financial performance indicators | 2019 Balance Scorecard Final Result | ||
| 2018 Balance Scorecard Final Result | |||
| 2017 Balance Scorecard Final Result | |||
| 2016 Balance Scorecard Final Result | |||
| 2015 Balance Scorecard Final Result | |||
| 2014 Balance Scorecard Final Result | |||
| 2013 Balance Scorecard Final Result | |||
| d. Details of whistle-blowing policy | |||
| e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors / commissioners | Board of Directors | ||
| f. Training and / or continuing education programme attended by each director / commissioner | There was no training / continuing education programme attended by each of the Board of Directors in 2017. | ||
| 8. Are the Annual Reports downloadable from the GOCC’s website? | ANNUAL REPORTS | ||
| 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? | |||
| 10. Timely filing / release of annual financial reports | |||
| a. Are the audited annual financial report / statement released within 60 days upon receipt from COA? | Unaudited Financial Statement FY 2020 Audited Annual Financial Statement CY 2019 Audited Financial Report FY 2018 Audited Financial Report FY 2017 |
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| Audited Financial Report FY 2016 | |||
| 1st-4th Quarter Trial Balance 2016 | |||
| Management letter on Audit on TPB Unaudited Financial Report FY 2015 | |||
| Audited Financial Report FY 2014 | |||
| Audited Financial Report FY 2013 | |||
| Audited Financial Report FY 2012 | |||
| b. Is the annual report released within 90 days from release of audited financial report? | Unaudited Financial Statement FY 2020 Audited Annual Financial Statement CY 2019 Audited Financial Report FY 2018 Audited Financial Report FY 2017 |
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| Audited Financial Report FY 2016 | |||
| 1st-4th Quarter Trial Balance 2016 | |||
| Management letter on Audit on TPB Unaudited Financial Report FY 2015 | |||
| Audited Financial Report FY 2014 | |||
| Audited Financial Report FY 2013 | |||
| Audited Financial Report FY 2012 | |||
| 11. | 11.a. Corporate Vision and Mission / Strategy
Has the Board of Directors reviewed the vision and mission / strategy in the last financial year? |
Minutes of the 20th Board of Directors Meeting | |
| 11.b Does the Board of Directors monitor / oversee the implementation of the corporate strategy? | Minutes of the 20th Board of Directors Meeting | ||
| 12. Did the GOCC achieve 90% in the PES? | |||
| 13. Code of ethics or conduct | |||
| a. Are the details of the code of ethics or conduct disclosed? | Republic Act 6713 | ||
| b. Does the GOCC disclose that all Directors / Commissioners, senior management and employees are required to comply with the code? | Republic Act 6713 | ||
| c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? | Republic Act 6713 | ||
| 14. Does the Board appoint a Nomination and Compensation / Renumeration Committee? The members of the Nomination and Compensation / Remuneration Committee were appointment in 2016.Yes. The Members of the Committee were first appointed in 2016. The Committee was reconstituted on October 16 2018 through Board Resolution No. 173. The Remuneration and Nomination Committee was reorganized on 31 January 2020 and was made effective by Board Resolution No. 241 | |||
| 15. Did the Nomination and Compensation / Remuneration Committee meet at least twice during the year? The Nomination and Remuneration Committee did not meet in 2017. However on 16 October 2018, the Committees were reconstituted. The Committee met on 3 December 2018 | |||
| 16. If yes, is the report of the Nomination and Compensation / Renumeration Committee publicly disclosed? Not Applicable in 2017 as the Nomination and Remuneration Committee did not meet. | |||
| 17. Does the Board appoint an Audit Committee? The members of the Audit Committee were appointed in 2016? Yes. The Members of the Committee were first appointed in 2016. The Committee was reconstituted on October 16 2018 through Board Resolution No. 173. The Audit Committee was reorganized on 31 January 2020 and was made effective by Board Resolution No. 241 Series of 2020 | |||
| 18. If yes, is the report of the Audit Committee publicly disclosed? Not Applicable in 2017 as the Audit Committee did not meet? Not Applicable in 2017 and 2018 as the Audit Committee did not meet. | |||
| 19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)? Yes. TPB Board of Director Pocholo D. Paragas and TPB Board of Director Eduardo F. Pelaez | |||
| 20. Did the Audit Committee meet at least four times during the year? the Audit Committee did not meet in 2017? The Audit Committee did not meet in 2017 and 2018. | |||
| 21. Does the Board appoint a Risk Management Committee? The members of the Risk Management Committee were appointed in 2016? Yes. The Members of the Committee were first appointed in 2016. The Committee was reconstituted on October 16 2018 through Board Resolution No. 173. The Risk Remedial and Management Committee was reorganized on 31 January 2020 and was made effective by Board Resolution No. 241 Series of 2020. | |||
| 22. If yes, is the report on Risk Management Committee publicly disclosed? Not applicable in 2017 as the Risk Management Committee did not meet. | |||
| 23. Does at least one member of the Risk Management Committee have a background in finance and investments? Alternate Ex-Officio Member Asec. Felicitas Agoncillo Reyes and Appointive Director Eduardo F. Pelaez | |||
| 24. Board meetings and attendance | |||
| a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) | The schedule of the next Board meetings in 2017 and 2018 were decided after the conclusion of each meeting. | ||
| b. Does the Board of Directors meet at least monthly? | The Board of Directors did not meet monthly in 2017. Except for January 2018, the Board met at least monthly. | ||
| c. Did the Board of Directors meet on at least 75% on their scheduled meetings? | The Board of Directors have met in all the eight (8) scheduled meetings in 2017. For 2018, the Board met on at least 75% of their scheduled meetings. Eleven meetings were held within 12 months. | ||
| BOD Attendance 2014 | |||
| BOD Attendance 2013 | |||
| Certificate of Attendance of the 13th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 14th TPB Business Development Committee | |||
| Certificate of Attendance of the 14th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 15th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 16th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 17th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 18th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 19th TPB Board of Directors Meeting | |||
| d. Has each of the directors / commissioners attended at least 90% of all the board meetings held during the year? | Yes. | ||
| BOD Attendance 2015 | |||
| BOD Attendance 2014 | |||
| BOD Attendance 2013 | |||
| Certificate of Attendance of the 13th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 14th TPB Business Development Committee | |||
| Certificate of Attendance of the 14th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 15th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 16th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 17th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 18th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 19th TPB Board of Directors Meeting | |||
| e. Did the Board of Directors meet separately at least once during the year without the President / CEO present? | The Board of Directors did not meet separately during 2017 and 2018 without the President / CEO. | ||
| BOD Attendance 2014 | |||
| BOD Attendance 2013 | |||
| Certificate of Attendance of the 13th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 14th TPB Business Development Committee | |||
| Certificate of Attendance of the 14th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 15th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 16th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 17th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 18th TPB Board of Directors Meeting | |||
| Certificate of Attendance of the 19th TPB Board of Directors Meeting | |||
| 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? | As stated in Part V Reading and Approval of the Minutes No. 105-113
Minutes of the TPB 16th Board Meeting
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| b. Is the Board Secretary trained in legal, accountancy or company secretarial practices? | Yes Board Resolution No. 144 S. 2018Board Resolution No. 122 |
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| 26. Internal Audit | |||
| a. Does the company have a separate internal audit function? | There was no separate internal audit function in 2017 and 2018. | ||
| b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | No. | ||
| 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 overseen a review of the company’s materials controls (including operational, financial and compliance controls ) and rick management systems? | |||
| c. Does the company disclose how key risks are managed? | |||
| 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. Board Chairman
Do different persons assume the roles of Chairman and CEO? TPB Board of Directors
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| 29. Board of Directors Development | |||
| a. Does the GOCC have orientation programmes for new Directors? | Briefing materials for New Appointive Directors – Part I | ||
| Briefing materials for New Appointive Directors – Part II | |||
| b. Does the GOCC have a policy that encourages Directors / Commissioners to attend on-going or continuous professional education programmes? | |||
| c. Did the Appointive Directors attend at least 1 training for the calendar year? | Yes. Director Vanessa L. Suatengco and Director Eduardo F. Pelaez attended “Corporate Governance Orientation Program for GOCCs” in 2018. | ||
| 30. Board Appraisal | |||
| a. Is an annual performance assessment conducted of the Board of Directors? | Yes, however for the year 2017 and 2018, no annual performance assessment was conducted. | ||
| b. Does the GOCC disclose the process followed in conducting the Board assessment? | Yes, however for the year 2017 and 2018, no annual performance assessment was conducted. | ||
| c. Does the GOCC disclose the criteria used in the Board assessment? | Yes, however for the year 2017 and 2018, no annual performance assessment was conducted. | ||
| 31. Committee Appraisal
Is an annual performance assessment conducted of the Board of Directors Committee?
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| BONUS | |||
| 1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports? | |||
| Disclosure and Transparency | |||
| 2. Quality of Annual Report
Are the audited annual financial reports / statement released within 30 days upon the receipt from COA?
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| 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? | |||
| 2. Is there non-compliance with Good Governance Conditions? | |||
GOOD GOVERNANCE CONDITION COMPLIANCE AND REPORTS
