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? |
The Revised TPB Code of Corporate Governance states under Sec.33 thereof, thus: “Every Director and Officer accepts the position fully aware that he assumes certain responsibilities not only to the Board, but also with different constituencies or stakeholdes, who have the right to expect that the Board is being run in a prudent manner and with due regard to the interests of the all Stakeholders. Consequently, members of the Board and Officers shall deal failry with the Board’s employees, customers, suppliers and other stakeholders. No member of the Board or Officer may take unfair advantage of the Board’s employees, customers, suppliers and other Stakeholders through manipulation, concealment, abuse of confidential or privileged information, misrepresentation of material facts or any other unfair dealing practice”. Revised TPB Code of Corporate Governance approved under Board Resolution No. 253, Series of 2020. |
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| b. Elaborates its efforts to interact with the communities in which they operate? |
Since 2015, TPB’s interaction with communities has been anchored on the CSR Statement. This document clearly indicates that the CSR programs, projects, and activities that the agency will implement should be based on either of the following objectives:
a. To increase the environmental awareness of tourism stakeholders b. To result to greater respect for nature and c. To appreciate local culture and heritage |
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| c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
TPB issued Office Order 2021-030A dated 14 July 2021 Creating the Energy Efficiency and Conservation Committee. The committee implements energy saving programs and reports to the Department of Energy (DOE) the electricity and fuel consumption of the TPB on a monthly basis. Some of these energy saving programs include turning off electrical equipment, lights and aircon units when not in use and at certain times of the day, and use of IEC materials like posters and photo contests. TPB Energy Efficiency and Conservation Committee Monthly Reports |
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| 2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? | |||
| a. Customer health and safety | Provided antigen test kits to TPB personnel and other personal protective items such as mask and alcohol | ||
| b. Interaction with the communities | In 2022, the TPB has implemented the following CSR-related projects: CSR 2022 -1ST LEG: COMMUNITY ASSISTANCE TO STA. CRUZ ISLAND, ZAMBOANGA CITY
CSR 2022 -1ST LEG: COMMUNITY ASSISTANCE TO STA. CRUZ ISLAND, ZAMBOANGA CITY |
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| c. Environmentally-friendly value chain |
The TPB Energy Efficiency and Conservation Committee submitted timely EECP Monthly reports to the Department of Energy (DOE) and generated 22% savings in electricity consumption for 2022 against the approved 2019 baseline data. TPB Energy Efficiency and Conservation Committee Monthly Reports |
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| 3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report / section? |
The TPB Website (Transparency Seal) provides a link to the CSR Reports. Please see reference link and supporting documents column.
CSR 2022 – Community Assistance to Sta. Cruz Island, Zamboanga City
Terminal Report | Photo Documentation |
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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? |
Through the TPB website, stakeholders are given the channels to voice out their concerns and/or complaints: email: [email protected] Telephone: +63 85259318 to 27 Fax No: +63 2 85216165 / +63 2 85253314 Address: 4th Floor, Legaspi Towers 300, Roxas Boulevard, Manila 1004 Stakeholder concerns and/or complaints can be sent in the form of letter, email, or phone call. |
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| 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? |
The PHRDD crafted the TPB Mental Health Program which was approved by the COO on 22 June 2021 This Porgram is in compliance with CSC Memorandum Circular No. 4,Series of 2020 ( Mental Health Program in the Public Sector) and pursuant to R.A. 11036. Also, the TPB Policy on Occupational Safety and Security was approved on 4 August 2021 and was rolled out in 2021. |
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| b. Does the GOCC publish data relating to health, safety and welfare of its employees? |
The PHRDD crafted the TPB Mental Health Program which was approved by the COO on 22 June 2021 This Porgram is in compliance with CSC Memorandum Circular No. 4,Series of 2020 ( Mental Health Program in the Public Sector) and pursuant to R.A. 11036. Also, the TPB Policy on Occupational Safety and Security was approved on 4 August 2021 and was rolled out in 2021.
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| c. Does the GOCC have training and development programmes for its employees? |
The TPB PHRDD has 2022 approved annual Training Plan and Work Program Calendar for continous learning and development to address the competency gaps of all TPB employees |
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| d. Does the GOCC publish data on training and development programmes for its employees? |
The TPB PHRDD has 2022 approved annual Training Plan and Work Program Calendar for continous learning and development to address the competency gaps of all TPB employees |
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| 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? |
The Tourism Board approved, through Board Resolution No. 174, Series of 2018, the TPB’s Whistleblowing Policy Guidelines, outlining the whistleblowing mechanisms, channels and procedures. This has been fully circulated in the workplace and made public with its posting on the TPB Website. TPB has an existing Grievance Machinery approved by the Civil Service Commission in 22 August 2016, which was fully circulated in the workplace. |
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| b. Does the GOCC have procedures to protect an employee/person who reals illegal/unethical behavior from retaliation? |
No. 8 of TPB’s Whistle Blowing Policy Guidelines expressly covers “Protection of a Whistleblower Against Retaliation”. Part VIII of the TPB Grievance Machinery outlines the procedure in seeking redress of grievances . |
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| 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 |
To ensure that TPB will be able to achieve its Vision and conduct programs, projects, and activities according to its Mission, the agency has prepared a Strategy Map that will serve as a guide on the specific strategic objectives that it should embody. The Strategy Map focuses on the aspects of (1) Customer, (2) Finance, (3) Internal Process, and (4) Learning & Growth. TPB’s strategic objectives are SMART as they are specific to the organization, timely in accordance with the Vision Statement, realistic in terms of the Mission Statement, and are measurable and achievable through the strategic measures included in the 2022 Performance Scorecard. |
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| b. Financial performance indicators | The TPB website contain updated quarterly financial statements and other pertinent reports | ||
| c. Non-financial performance indicators |
The 2022 Performance Scorecard of the TPB covers the 4 perspectives of the balance scorecard, including non-financial strategic measures. |
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| d. Details of whistle-blowing policy |
The Tourism Board approved, through Board Resolution No. 174, Series of 2018, the TPB’s Whistleblowing Policy Guidelines, outlining the whistleblowing mechanisms, channels and procedures. This has been fully circulated in the workplace and made public with its posting on the TPB Website. |
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| e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors / commissioners |
The updated CVs of the Board of Directors are uploaded to the TPB Website. Personal Information may be provided upon request. |
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| f. Training and / or continuing education programme attended by each director / commissioner |
TPB Board of Directors Eduardo F. Pelaez and Vanessa L. Suatengco participated in the Risk Management in the Age of COVID-19 Webinar on 14 May 2020, and the Pilipinas: Aspire, Rise, Sustain Webinar Series in 2021, both organized by Institute of Corporate Directors. COO Maria Anthonette C. Velasco-Allones likewise attended an ICD Seminar in 2021. COO Nograles was scheduled to attend ICD’s Corporate Governance Orientation Program for Government-Owned and Controlled Corporations scheduled in December 2022 but it was cancelled. |
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| 8. Are the Annual Reports downloadable from the GOCC’s website? | TPB’s annual reports, including the detailed Accomplishment Report per quarter, can be downloaded from the agency’s website. TPB’s Financial Statements are likewise downloadable from its Corporate Governance 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? |
No. The TPB Website does not contain a statement confirming TPB’s full compliance with the Code of Corporate Governance. Revised TPB Code of Corporate Governance approved under Board Resolution No. 253 Series of 2020 |
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| 10. Timely filing / release of annual financial reports | |||
| a. Are the audited annual financial report / statement released within 60 days upon receipt from COA? | The Audited Financial Statements (AFS) for CY 2020 from COA was dated July 30, 2021 and was received by TPB on July 31, 2021. Consequently, it was uploaded to our website on August 11, 2021. | ||
| b. Is the annual report released within 90 days from release of audited financial report? | The TPB’s 2020 Annual Report E-Copy was transmitted to the Office of the President, through the Presidental Management Staff, the Senate of the Philippines and House of Representatives on 26 July 2021, while the TPB received the Audited Financial Report on 31 July 2021. | ||
| 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? | Execution of the Directors’ Responsibility Over Financial Documents (Statement by the Diectors confirming the truth and fairness of TPB’s financial statements similar to a Statement of Management Responsibility) embodied in Board Resolution No. 253. | ||
| 11. | 11.a. Corporate Vision and Mission / Strategy
Has the Board of Directors reviewed the vision and mission / strategy in the last financial year? |
The TPB conducted a review of the Strategy Map in September 2021 and was deliberated and approved by the Board during its meeting on 11 November 2021 through Board Resolution No. 324, s. 2021. It was further reviewed and approved by the Board through BR No. 331, s. 2021. The Vision and Mission statements and strategy map was again revisited by the Board on 28 November 2022, upon consideration and approval of the TPB 2023 Performance Scorecard through Board Resolution No. 360, s. 2022 Board Resolution No. 324, Series of 2021: Updated TPB Strategy Map and 2022 TPB Performance Scoredcard; Board Resolution No. 331, Series of 2021: “Revised TPB Strategy Map and 2022 Performance Scorecard” (Ad Referendum) Board Resolution No. 360, s. 2022, re: Approval of the 2023 TPB Performance Scorecard |
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| 11.b Does the Board of Directors monitor / oversee the implementation of the corporate strategy? |
The Board monitors the implementation of the Strategy Map and Performance Scorecard during Board meetings, a month after the date of submission to the GCG. Notice of Meeting and Agenda |
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| 12. Did the GOCC achieve 90% in the PES? |
Revalidation of the 2020 Performance Scorecard |
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| 13. Code of ethics or conduct | |||
| a. Are the details of the code of ethics or conduct disclosed? |
The TPB adheres to the CSC RA 6713 or An Act Establishing a Code of Conduct and Ethical Standards for Public Officials and Employees, upholding the time-honored principle of Public Office being a Public Trust and granting incentives and rewards for exemplary service, enumerating prohibited acts and transactions and providing penalties for violations thereof and for other purposes.
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| b. Does the GOCC disclose that all Directors / Commissioners, senior management and employees are required to comply with the code? |
The TPB adheres to the CSC RA 6713 or An Act Establishing a Code of Conduct and Ethical Standards for Public Officials and Employees. To Uphold the time-honored principle of Public Office being a Public Trust. Granting incentives and rewards for exemplary service, enumerating prohibited acts and transactions and providing penalties for violations thereof and for other purposes.
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| c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? |
TPB PHRDD conducts orientation to all newly appointed and promoted TPB employees where the eight (8) norms of conduct was comprehensively discussed for awareness.
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| 14. Does the Board appoint a Nomination and Compensation / Renumeration Committee?
Yes. The Members of the Committee were first appointed in 2016. The Committee was reconstituted on 16 October 2018 through Board Resolution No. 173. The Remuneration and Nomination Committee was reorganized on 31 January 2020 by virtue of Board Resolution No. 241, and further reorganized on 28 November 2022 through Board Resolution No. 365. The current Committee Members may be viewed at the TPB Website. TPB Transparency Seal https://www.tpb.gov.ph/about/board-of-directors/ |
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| 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. The Remuneration and Nomination Committee of the Tourism Board met on 06 August 2020 and 04 September 2020. In 2021, the Committee met on 22 March and 28 June. In 2022, the Committee has only convened once on 3 February 2022. |
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| 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.
The Remuneration and Nomination Committee Report may be accessed through the TPB Website.
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| 17. Does the Board appoint an Audit Committee?
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, and further reorganized on 28 November 2022 through Board Resolution No. 365. On 16 December 2022, a new Audit Committee Chairperson and Vice-Chairperson was elected. TPB Transparency Seal https://www.tpb.gov.ph/about/board-of-directors/ |
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| 18. If yes, is the report of the Audit Committee publicly disclosed?
The 2022 Audit Committee Reports are accessible in the TPB Website. |
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| 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 Eduardo F. Pelaez. TPB Transparency Seal https://www.tpb.gov.ph/about/board-of-directors/ |
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| 20. Did the Audit Committee meet at least four times during the year? the Audit Committee did not meet in 2017?
Yes. The Audit Committee convened on the following dates for the Calendar Year 2022: 07 April 2022, 01 July 2022, 16 December 2022, and 29 December 2022 |
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| 21. Does the Board appoint a Risk Management Committee?
Yes. The Members of the Committee were first appointed in 2016. The Committee was reconstituted on 16 October 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. It was further reorganized on 28 November 2022 through Board Resolution No. 365. TPB Transparency Seal https://www.tpb.gov.ph/about/board-of-directors/ |
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| 22. If yes, is the report on Risk Management Committee publicly disclosed?
Not applicable in 2020, 2021, and 2022 as the Risk Management Committee did not meet. |
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| 23. Does at least one member of the Risk Management Committee have a background in finance and investments?
Yes, TPB Board of Director Eduardo F. Pelaez. TPB Transparency Seal https://www.tpb.gov.ph/about/board-of-directors/ |
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| 24. Board meetings and attendance | |||
| a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) |
The 2022 Meetings were scheduled on 24 February, 11 March, 31 March, 28 April, 14 June, 15 August, 04 October, 28 November, and 21 December. A copy of the Minutes of the Meeting may be provided upon request. |
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| b. Does the Board of Directors meet at least monthly? |
Attendance of all Directors, as well as other TPB officers and personnel are listed and made part of every Minutes of the Regular (Monthly) Board of Directors’ Meeting. A copy of the Minutes of the Meeting may be provided upon request. |
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| c. Did the Board of Directors meet on at least 75% on their scheduled meetings? |
Yes. 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. In 2019, the Board had eight (8) Board meetings. While in 2020, twelve (12) Board meetings were held. In 2021, there were 11 scheduled meetings which the Board members met. For 2022, the Tourism Board has met for nine (9) meetings. A copy of the Minutes of the Meeting may be provided upon request. |
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| d. Has each of the directors / commissioners attended at least 90% of all the board meetings held during the year? | Yes. All members of the Board and appointive directors attended at least 90% of all 2022 BOD meeting as indicated in the attendance list of the Minutes of Regular Board of Directors Meeting.
A copy of the Minutes of the Meeting may be provided upon request. |
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| 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, 2018, 2019, 2020, 2021, and 2022 without the President / CEO. No meeting was held without the presence of the COO of the TPB.
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| 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 ( in lines 98 to 100) of the TPB 16th Board Meeting dated 1 September 2016. Presently, the prescribed period for submission of Board meeting materials is five (5) working days prior to the Board Meeting. 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. The previous Corporate Secretary is a lawyer and has been in a government lawyer since 2008, and was designated as Board Secretary in her previous agency in 2019. The current Acting Corporate Secretary is also a lawyer and has been in the government service since 2019, and designated as Acting Corporate Secretary in 2022, in a concurrent capacity as Attorney II of the TPB Legal Department. |
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| 26. Internal Audit | |||
| a. Does the company have a separate internal audit function? |
There is a Board of Directors (BOD) Audit Committee. The Committee was reconstituted on October 16 2018 through Board Resolution No. 173. It was reorganized on 31 January 2020 and was made effective by Board Resolution No. 241 Series of 2020, and further reorganized on 28 November 2022 through Board Resolution No. 365. Further, there is an Internal Audit Office (IAO) that functionally reports to and is supervisied by the BOD Audit Committee. TPB Transparency Seal https://www.tpb.gov.ph/about/board-of-directors/ |
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| b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
The appointment of the Head of the Internal Audit (HOIA) requires a recommendation from the Board Audit Committee as part of the hiring process. However, the removal of the HOIA does not require a recommendation from the audit committee as the separation of the government employee, regardless of its mode, is covered and governed by the CSC rules and regulations.
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| 27. Risk Oversight | |||
| a. Does the company disclose the internal control procedures / risk management systems it has in place? |
As an ISO Certified Organization version 9001: 2015, the TPB has a risk management system in place which is embedded in all ISO documented processes. As reflected in the Risk Registers and RIsk Controls Plans, every risk asssociated with the step-by-step process was assessed and the corresponding controls were identified to mitigate the occurence and actual happening of this particular risk.
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| 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? |
The review by the Tourism Board of the company’s risk management system and material controls for 2022 is posted on the Board Audit Committee Meeting Report of 29 December 2022 under Item 3.2 A2 which is posted at the corporate website. It is included in the draft Annual Report 2022 for production in June 2023.
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| c. Does the company disclose how key risks are managed? |
The risk registers of the departments with QMS-enrolled processes identitifes the risks and corresponding control mechanism outlined in the Risk Management Plan. All these are components of the QMS requirements. The details of the Risk Registers may be provided upon request. TPB ISO-QMS 9001:2015 |
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| 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? | The 2022 Annual Report is yet to be approved | ||
| 28. Board Chairman
Yes. As of December 2022, the Chairman/Chairperson of the Tourism Board is Secretary Ma. Esperanza Christina Garcia Frasco with Undersecretary Mae Elaine T. Bathan as the Alternate Chairperson and the Chief Operating Officer of the Tourism Promotions Board is Maria Margarita Montemayor Nograles serves as the Vice- Chairperson of the Board. |
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| 29. Board of Directors Development | |||
| a. Does the GOCC have orientation programmes for new Directors? | No Orientation Program for new Directors is in place. | ||
| b. Does the GOCC have a policy that encourages Directors / Commissioners to attend on-going or continuous professional education programmes? |
A budget of P 10,000 per appointive director was allocated for training expense in 2022, or a total of P 30, 000 for all incumbent appointive directors. |
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| c. Did the Appointive Directors attend at least 1 training for the calendar year? |
TPB Board of Directors Eduardo F. Pelaez and Vanessa L. Suatengco participated in the Risk Management in the Age of COVID-19 Webinar on 14 May 2020, and the Pilipinas: Aspire, Rise, Sustain Webinar Series in 2021, both organized by Institute of Corporate Directors. COO Maria Anthonette C. Velasco-Allones likewise attended an ICD Seminar in 2021. COO Nograles was scheduled to attend ICD’s Corporate Governance Orientation Program for Government-Owned and Controlled Corporations scheduled in December 2022 but it was cancelled. |
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| 30. Board Appraisal | |||
| a. Is an annual performance assessment conducted of the Board of Directors? | There is no internal Board appraisal within the TPB | ||
| b. Does the GOCC disclose the process followed in conducting the Board assessment? | There is no internal Board appraisal within the TPB | ||
| c. Does the GOCC disclose the criteria used in the Board assessment? | There is no internal Board appraisal within the TPB | ||
| 31. Committee Appraisal
Is an annual performance assessment conducted of the Board of Directors Committee? There is no internal Board appraisal within the TPB
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| BONUS | |||
| 1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports? | No. The GRI is not yet practiced relative to TPB’s 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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The Audited Financial Statements (AFS) for CY 2020 from COA was dated July 30, 2021 and was received by TPB on July 31, 2021. Consequently, it was released on August 11, 2021.
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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? | None of the Appointive Directors sits in any other GOCC or Publicly-Listed Companies. Section 10 of the Revised TPB Code of Corporate Governance explicity prohibits the holding of multiple board seats, thus: SEC. 10. Multiple Board Seats. – The capacity of the appointive directors to serve shall not be compromised. As such, no appointive director may hold more than two (2) other Board seats in other GOCCs, its subsidiaries and/or affiliates | ||
| 2. Is there non-compliance with Good Governance Conditions? | Based on the GCG letter dated 22 March 2021 regarding the Result of the Validation of the IATF Requirements for the 2019 PBB, TPB was found to be non-compliant with the Good Governance Condition for PHILGEPS (only 1 condition). Note: TPB has not yet received a GCG/IATFvalidated results for its compliance to 2020 Good Governance Conditions as of 30 September 2021.
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GOOD GOVERNANCE CONDITION COMPLIANCE AND REPORTS
