The Corporate Governance Scorecard (CGS) is a corporate governance rating system designed to raise the standards of corporate governance practices of the GOCCs to be at par with the ASEAN state-owned enterprises. It is a list of questions used to rate a GOCC’s governance policies and practices on the basis of the three (3) OECD Principles of Corporate Governance for State-Owned Enterprises.
I. Stakeholder Relationships (15%)
II. Disclosure and Transparency (35%)
| Question | Guiding Reference | Y/N | Reference Link/ Supporting Documents |
|---|---|---|---|
| 7 Quality of Annual Report | OECD Principle V (A); OECD Principle V (E); ICGN 2.4 Composition and structures of the Board; ICGN 2.4.1 Skills and experiences; ICGN 2.4.3 Independence; ICGN 5.0 Remuneration | ||
| Does the GOCC’S annual report disclose the following items: a. Corporate objectives | RA No. 10149 Chapter V Sec. 25, GCG MC 2012-07 Chapter VIII Sec. 41 | Y | 1. Governance Commission for GOCCs (GCG) and MWSS Regulatory Office (RO) Performance Agreement |
| b. Financial Performance Indicators | RA No. 10149 Chapter V Sec. 25, GCG MC 2012-07 Chapter VIII Sec. 41 | Y | 1.MWSS RO Annual Report 2022 2. MWSS Audited Financial Statements – Annual Audit Report for 2022 |
| c. Non-financial performance indicators | RA No. 10149 Chapter V Sec. 25, GCG MC 2012-07 Chapter VIII Sec. 41 | Y | 1. Performance Scorecards Monitoring Report 2. MWSS RO Annual Report 2022 |
| d. Details of whistle-blowing policy | RA No. 10149 Chapter V Sec. 25, GCG MC 2012-07 Chapter VIII Sec. 41 | Y | Whistleblowing Policy for GOCC |
| e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners | RA No. 10149 Chapter V Sec. 25, GCG MC 2012-07 Chapter VIII Sec. 41 | Y | Section 43.2 On the Board and Officers Complete listing of the Directors and Officers and their membership in Board Committees; |
| f. Training and/or continuing education programme attended by each director/commissioner | RA No. 10149 Chapter V Sec. 25, GCG MC 2012-07 Chapter VIII Sec. 41 | N | |
| 8 Are the Annual Reports downloadable from the GOCCs website? | Annual reports/Financial statements on the year being assessed must be downloadable from the GOCC’s website. | Y | Annual Reports Website Page Transparency Seal Sec. 43.3 (Website page) The MWSS Regulatory Office (RO) received the Audited Financial Statement from COA last 02 September 2024, 10:14 AM The Audited Financial Statement was released/published/posted online in the RO website last 04 September 2024 1. MWSS annual Audited Financial and Performance Report within thirty (30) days from receipt of such Report 2. MWSS Audited Financial Statements – Annual Audit Report 3. Quarterly, And Annual Reports And Trial Balance |
| 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 such issue? | OECD PRINCIPLE V (A) (8) | Y | 1. MWSS RO Annual Report 2022 2. MWSS RO Certification – Statement of Full Compliance with the Code of Corporate Governance |
| 10 Timely filing/release of annual financial reports | |||
| a. Are the audited annual financial report/statement released within 60 days upon receipt from COA? | OECD Principle V. Transparency and Disclosure, A. OECD Principle II. The State Acting as an Owner E. (3) The GOCC must explicitly state the 1.) date of receipt of the AFS from COA and 2.) the date when the AFS was released/published online. An N/A rating will be given for this item if the COA-audited financial report is not yet available or not yet transmitted to the GOCC, provided that the evidence/ proof of their financial reports have already been submitted for audit and that they disclose their unaudited financial reports instead. | Y | Transparency Seal Sec. 43.3 (Website page) The MWSS Regulatory Office (RO) received the Audited Financial Statement from COA last 02 September 2024, 10:14 AM The Audited Financial Statement was released/published/posted online in the RO website last 04 September 2024 1. MWSS annual Audited Financial and Performance Report within thirty (30) days from receipt of such Report 2. MWSS Audited Financial Statements – Annual Audit Report 3. Quarterly, And Annual Reports And Trial Balance |
| b. Is the annual report released within 90 days from the release of audited financial reports? | The GOCC must explicitly state the 1.) date of receipt of the AFS from COA and 2.) the date when the Annual Report was released/published online | Y | Transparency Seal Sec. 43.3 (Website page) The MWSS Regulatory Office (RO) received the Audited Financial Statement from COA last 02 September 2024, 10:14 AM The Audited Financial Statement was released/published/posted online in the RO website last 04 September 2024 1. MWSS annual Audited Financial and Performance Report within thirty (30) days from receipt of such Report 2. MWSS Audited Financial Statements – Annual Audit Report 3. Quarterly, And Annual Reports And Trial Balance |
| c. Is the true and fairness / fair representation of the annual financial statements/reports affirmed by the board of directors/commissioners and/or relevant officers of the company? | GCG MC No. 2012-07 Chapter VIII Sec. 42 (d) OECD Principle V (C); OECD Principle V (E); OECD Principle V- (A. ICGN 7.2 Timely Disclosure; ICGN 7.3 Affirmation of financial statements There should be a statement online made by the Directors and/or relevant officers confirming the truth/veracity and fairness of the GOCC’s financial statements. | Y | Transparency Seal Sec. 43.3 (Website page) 1. Annual Audited Financial Statements Statement of Management’s Responsibility for Financial Statements |
III. Responsibilities of the Board (50%)
| Question | Guiding Reference | Y/N | Reference Link/ Supporting Documents |
|---|---|---|---|
| 11 Corporate Vision/Mission | |||
| a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year? | GCG MC No. 2012-06 Chapter III Sec. 27.1 (a) OECD Principle 6 (P58) ICGN:3.2 Integrity | Y | 1. MWSS RO Resolution No. 2022-12 RE: MWSS RO Charter Statement and Strategy Map, and Performance Scorecard for CY 2023 dated 11 November 2022 2. MWSS RO Performance Scorecards and Strategy Map for 2023 |
| b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy? | GCG MC No. 2012-06 Chapter III Sec. 27.1 (b) | Y | MWSS RO Resolution No. 2022-12 Re: MWSS RO Charter Statement and Strategy Map and Performance Scorecard for CY 2023 dated 11 Nov. 2022 Performance Scorecards and Strategy Map |
| 12 Did the GOCC achieve 90% in the PES? | The GOCC must publish the GCG-validated performance scorecard on the year being assessed. | Y | The MWSS RO PES Annual Monitoring Report for CY 2023 rating is 94.43%. The GCG already validated the MWSS RO PES Annual Monitoring Report for CY 2023 last 03 June 2024, but there still no GCG-validated report received by the RO Performance Evaluation System GCG Validation Report Rating is 93.0% conducted last 18 May 2023. |
| 13 Code of ethics or conduct | |||
| a. Are the details of the code of ethics or conduct disclosed? | Y | 1. Manual of Corporate Governance 2. No Gift Policy | |
| b. Does the GOCC disclose that all Directors/ Commissioners, senior management and employees are required to comply with the code? | Y | 1. Manual of Corporate Governance 2. No Gift Policy | |
| c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? | Y | 1. Manual of Corporate Governance | |
| 14 Does the Board appoint a Nomination and Compensation/Remuneration Committee? Not Applicable | GCG MC No. 2012-07 Chapter III Sec. 16.2.4; RA No. 10149 Chapter IV Sec. 23; GCG MC No. 2012-07 Chapter VIII Sec. 41 OECD Principle II. The State Acting as an Owner, F. (2) ICGN Global Corporate Principles 5.0 Remuneration & 5.4 Transparency; 2013 ASEAN Corporate Governance Scorecard E.2.10 & E.2.16; SEC MC No. 2 s. 2002 Sec. 9 (B) (b) | N | Not Applicable |
| 15 Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year? Not Applicable | N | Not Applicable | |
| 16 If yes, is the report of the Nomination and Compensation/Renumeration Committee publicly disclosed? Not Applicable | N | Not Applicable | |
| 17 Does the Board appoint an Audit Committee? | GCG MC No. 2012-07 Sec. 8(j); GCG MC No. 2012-07 Chapter III Sec. 16.2.2; GCG MC No. 2012-07 Chapter VIII Sec. 41 OECD Principle V. Transparency and Disclosure, B. 2013 ASEAN Corporate Governance Scorecard E.2.22; SEC MC No. 2 s. 2002 Sec. 9 (A) | Y | 1. Code of Corporate Governance for GOCCs 2. Article VII. Disclosure and Transparency Requirements 3. Section 43.2 On the Board and Officers 4. MWSS BOT Resolution No. 2023-059-CO RE: Reconstitution of the Composition of Board Committees) |
| 18 If yes, is the report of the Audit Committee publicly disclosed? | Y | Not Applicable | |
| 19 Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience) | Y | Not Applicable | |
| 20 Did the Audit Committee meet at least four times during the year? | Y | 2023 Audit and Risk Management Committee (ARMC) Meeting Attendance | |
| 21 Does the Board appoint a Risk Management Committee? | GCG MC No. 2012-07 Chapter III Sec. 16.2.5; GCG MC No. 2012-07 Chapter III Sec. 8 (b), (h) OECD Principle VI D (6) | Y | 1. Code of Corporate Governance for GOCCs 2. Article VII. Disclosure and Transparency Requirements 3. Transparency Seal Section 43.2 On the Board and Officers 4. MWSS BOT Resolution No. 2023-059-CO RE: Reconstitution of the Composition of Board Committees) 5. Audit and Risk Management Committee |
| 22 If yes, is the report on Risk Management Committee publicly disclosed? | Not Applicable | ||
| 23 Does at least one member of the Risk Management Committee have a background in finance and investments? Business Management Degree – ARMC Chairman | Y | Not Applicable | |
| 24 Board meetings and attendance | |||
| a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) | Y | Committee & Enbanc attendance 2023 Schedule of Board meetings 2023 En Banc 2023 CMC 2023 HRC 2023 ARMC 2023 EGC | |
| b. Does the Board of Directors meet at least monthly? | GCG MC No. 2012-07 Sec. 8 (a) | Y | Committee & Enbanc attendance 2023 Schedule of Board meetings 2023 En Banc 2023 CMC 2023 HRC 2023 ARMC 2023 EGC |
| c. Did the Board of Directors meet on at least 75% on their scheduled meetings? | INDO SCORECARD | Y | Committee & Enbanc attendance 2023 Schedule of Board meetings 2023 En Banc 2023 CMC 2023 HRC 2023 ARMC 2023 EGC |
| d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year? | OECD PRINCIPLE VI (E) | Y | Committee & Enbanc attendance 2023 Schedule of Board meetings 2023 En Banc 2023 CMC 2023 HRC 2023 ARMC 2023 EGC |
| e. Did the Board of Directors meet separately at least once during the year without the President/CEO present? | WORLDBANK PRINCIPLE 6 | Y | Committee & Enbanc attendance 2023 Schedule of Board meetings 2023 En Banc 2023 CMC 2023 HRC 2023 ARMC 2023 EGC |
| 25 Access to information | |||
| a. Does the GOCC have a policy that stipulates board papers for Board of Directors / Commissioners meetings to be provided to the Board at least three (3) working days in advance of the board meeting? | Y | Submission of Board Matters MWSS-OBS-M-22-006 | |
| b. Is the Board Secretary trained in legal, accountancy or company secretarial practices? Y Bachelor of Laws/Juris Doctor | Y | Profile of Corporate Secretary | |
| 26 Internal Audit | |||
| a. Does the company have a separate internal audit function? | GCG MC No. 2012-07 Chapter III Sec. 16.1, 16.2.2 (a) & (d) OECD Principle VI (D) | Y | 1. Page 22, Sec 20 of the MWSS Manual of Corporate Governance 2. MWSS RO Organizational Chart 3. Internal Quality Audit Team 4. Surveillance Audit of MWSS RO |
| b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | Y | Republic Act No. 6234, Section 8 (d)(3) “(d) To remove, suspend or otherwise discipline for cause, or terminate by reason of incapacity the term of office of, all other personnel, without prejudice to an appeal within thirty days from receipt of the decision to the Board, the decision of which Board shall be immediately final and enforceable;” | |
| 27 Risk Oversight | |||
| a. Does the company disclose the internal control procedures/risk management systems it has in place? | Y | 1. Risk Management Plan 2. Risk Management Procedure | |
| 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? | N | ||
| c. Does the company disclose how key risks are managed? | Y | 1. Risk Management Plan 2. Risk Management Procedure | |
| 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 control/risk management systems? | N | ||
| 28 Board Chairman | |||
| Do different persons assume the roles of Chairman and CEO? | Y | Board Committee Membership 2023 | |
| 29 Board of Directors Development | |||
| a. Does the GOCC have orientation programmes for new Directors | RA No. 10149 Sec. 16; GCG MC No. 2012-05 Art. 5 (f) OECD PRINCIPLE VI (E) | N | |
| b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes? | RA No. 10149 Sec. 16; GCG MC No. 2012-05 Art. 5 (f) OECD PRINCIPLE VI (E) | Y | Page 17 of the MWSS Manual of Corporate Governance |
| c. Did all appointive Directors attend at least 1 training for the calendar year? | RA No. 10149 Sec. 16; GCG MC No. 2012-05 Art. 5 (f) OECD PRINCIPLE VI (E) | N | |
| 30 Board Appraisal | |||
| a. Is an annual performance assessment conducted of the Board of Directors? | GCG MC No. 2012-07 Chapter III OECD Principle VI. The Responsibilities of the Boards of State-Owned Enterprises, F. 2013 ASEAN Corporate Governance Scorecard E.5.5 & E.5.6 | N | |
| b. Does the GOCC disclose the process followed in conducting the Board assessment? | N | ||
| c. Does the GOCC disclose the criteria used in the Board assessment? | N | ||
| 31 Committee Appraisal | |||
| Is an annual performance assessment conducted by the Board of Directors Committees? | UK CODE (JUNE 2010) | N |
IV. Bonus
| Question | Guiding Reference | Y/N | Reference Link/ Supporting Documents |
|---|---|---|---|
| BONUS | |||
| 1 Stakeholders Relationship Does the GOCC practice Global Reporting Index (GRI) on its annual reports? Disclosure and Transparency | International Framework – DRAFT, IIRC Council Item 3b Meeting The GOCC must publicly disclose that it has adopted integrated reporting based on the GRI framework for its disclosures. | Y | Page 4 of MWSS RO Annual Report 2022 (5th Rate Rebasing) |
| 2 Quality of Annual Report Are the audited annual financial report/statement released within 30 days upon receipt from the COA? | International Framework – DRAFT, IIRC Council Item 3b Meeting The GOCC must explicitly state the date when the AFS was released from COA and when it was published. | Y | Annual Reports Website Page Transparency Seal Sec. 43.3 (Website page) The MWSS Regulatory Office (RO) received the Audited Financial Statement from COA last 02 September 2024, 10:14 AM The Audited Financial Statement was released/published/posted online in the RO website last 04 September 2024 1. MWSS annual Audited Financial and Performance Report within thirty (30) days from receipt of such Report 2. MWSS Audited Financial Statements – Annual Audit Report 3. Quarterly, And Annual Reports And Trial Balance |
V. Penalty
| Question | Guiding Reference | Y/N | Reference Link/ Supporting Documents |
|---|---|---|---|
| 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? | The GOCC must name all the directorships of their Appointive Direcotrs to other GOCCs and PLCs. Should the Director have more than 5 positions in other GOCCs and PLCs, the GOCC will be marked N on this item. | Y | The directorships of the MWSS’ appointive directors/ Board of Trustees are disclosed on their respective resumes, which are posted on the MWSS RO and MWSS CO website. (link from RO website) https://ro.mwss.gov.ph/transparency-seal-2/ (link from CO website) https://mwss.gov.ph/transparency-seal-2 |
| 2 Is there non-compliance with Good Governance Conditions? | The GOCC must disclose the results of GCG’s evaluation of its good governance conditions. Should the GOCC fail to comply with two or more conditions, it will be marked N on this item. | N | The CGS CY 2020-2022 is disclosed on MWSS RO website MWSS RO CGSR-A Assessment Result for 2022 |