GCG – 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 Leyte CSR Terminal Report

Occidental Mindoro CSR Terminal Report

Camiguin CSR Terminal Report

c.  Environmentally-friendly value chain Environmentally-Friendly Value Chain Policies

Environmentally Friendly

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

Occidental Mindoro CSR Terminal Report

Camiguin CSR Terminal Report

Customers’ Welfare Policies

Customers’ Welfare Activities

Environmentally-Friendly Value Chain Policies

Contact Details For Complaints Of Other Stakeholders

2015 Trainings / Seminars

2014 Trainings / Seminars

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?
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? Training and Development Programs 

2015 Trainings / Seminars

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

2015 Trainings / Seminars

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

2015 Trainings / Seminars

d.  Does the GOCC publish data on training and development programmes for its employees? Training and Development Programs 

2015 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:

a.  Corporate objectives TPB Strategy Map
b.  Financial performance indicators
c.  Non-financial performance indicators 2016 Balance Scorecard

2015 Balance Scorecard

2014 Balance Scorecard

2013 Balance Scorecard

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
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?
b.  Is the annual report released within 90 days from release of audited financial report?
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?
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?
b.  Does the Board of Directors monitor / oversee the implementation of the corporate strategy?
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?
b.  Does the GOCC disclose that all Directors / Commissioners, senior management and employees are required to comply with the code?
c.  Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?
14.  Does the Board appoint a Nomination and Compensation / Renumeration Committee?    Board Resolution 116
15.  Did the Nomination and Compensation / Remuneration Committee meet at least twice during the year?
16.  If yes, is the report of the Nomination and Compensation / Renumeration Committee publicly disclosed?
17.  Does the Board appoint an Audit Committee?  Board Resolution 116
18.  If yes, is the report of the Audit Committee publicly disclosed?
19.  Does at least one member of the Audit Comittee have an audit, accounting or finance background (qualification or experience)?
20.  Did the Audit Committee meet at least four times during the year?
21.  Does the Board appoint a Risk Management Committee?

Board Resolution 116

22.  If yes, is the report on Risk Management Committee publicly disclosed?
23.  Does at least one member of the Risk Management Committee have a background in finance and investments?
24.  Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)
b.  Does the Board of Directors meet at least monthly?
c.  Did the Board of Directors meet on at least 75% on their scheduled meetings? BOD Attendance 2015

BOD Attendance 2014

BOD Attendance 2013

Certificate of Attendance of 14th TPB Business Development Committee

Certificate of Attendance of 14th TPB Board of Directors Meeting

Certificate of Attendance of 15th TPB Board of Directors Meeting

Certificate of Attendance of 16th TPB Board of Directors Meeting

Certificate of Attendance of 17th TPB Board of Directors Meeting

Certificate of Attendance of 18th TPB Board of Directors Meeting

Certificate of Attendance of 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? BOD Attendance 2015

BOD Attendance 2014

BOD Attendance 2013

e.  Did the Board of Directors meet separately at least once during the year without the President / CEO present? BOD Attendance 2015

BOD Attendance 2014

BOD Attendance 2013

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?
b.  Is the Board Secretary trained in legal, accountancy or company secretarial practices? Atty. Marian Ivy F. Reyes-Fajardo
26.  Internal Audit
a.  Does the company have a separate internal audit function?
b.  Does the appointment and removal of the internal auditor require the approval of the Audit Committee?
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

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?
30.  Board Appraisal
a.  Is an annual performance assessment conducted of the Board of Directors
b.  Does the GOCC disclose the process followed in conducting the Board assessment?
c.  Does the GOCC disclose the criteria used in the Board assessment?
31.  Committee Appraisal

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

 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?

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?