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.

QUESTION

GUIDING REFERENCE

Y/N

REFERENCES

 I. Stakeholder Relationships (15%)    
 
1 Does the GOCC disclose a policy that:    
  a. Stipulates the existence and scope of its effort to address customer’s welfare? GCG MC No. 2012-07 Chapter VII Sec. 35, Sec. 37    Y Service Charter

Implementing Rules and Regulations


Page 29, Sec 38 of the MWSS Manual of Corporate Governance

b. Elaborates its efforts to interact with the communities in which they operate? GCG MC No. 2012-07 Chapter VII Sec. 35, Sec. 34    Y

Public Information Drive


Page 7 of the MWSS RO Annual Report 2018


Corporate Social Responsibility (CSR) Statement;


Page 30, Sec 40 of the MWSS Manual of Corporate Governance

c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? GCG MC No. 2012-07 Chapter VII Sec. 35, Sec. 40   Y

Page 31 of the MWSS Manual of Corporate Governance


Page 7 of the MWSS RO Annual Report 2018

2 Does the GOCC disclose the activities that it has undertaken to implement the above mentioned policies?        
  a. Customer health and safety GCG MC No. 2012-07 Chapter VII Sec. 35, Sec. 40 OECD Principle IV (A) & Global Reporting Initiative  Y Page 31 of the MWSS RO Annual Report 2018
b. Interaction with the communities GCG MC No. 2012-07 Chapter VII Sec. 34  Y Public Information Drive

Page 32 of the MWSS RO Annual Report 2018

c. Environmentally-friendly value chain GCG MC No. 2012-07 Chapter VII Sec. 40 Y Page 7 of the MWSS RO Annual Report 2018
3 Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section? GCG MC No. 2012-07 Chapter VIII Sec. 41, Sec. 43.4.e   Y Page 29, Sec 37 of the Manual of Corporate Governance

Corporate Social Responsibility Statement

4 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.      Y

Page 29, Sec 37 of the Manual of Corporate Governance


MWSS RO Contact Details

  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 compliants for possible violation of their rights?   OECD Principle IV (B)  Y

 MWSS RO Contact Details

Final copy of the MWSS RO Annual Report 2018 will contain contact details

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? GCG MC No. 2012-07 Chapter VII Sec. 39 OECD Principle IV (C) Global Reporting Initiative: Sustainability Report  Y Health and Wellness Plan

GAD Accomplishment Report 2018


Page 28 of the MWSS Manual of Corporate Governance

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

Health and Wellness Plan


GAD Accomplishment Report 2018

c. Does the GOCC have training and development programmes for its employees? GCG MC No. 2012-07 Chapter VII Sec. 36  Y Health and Wellness Plan

GAD Accomplishment Report 2018


Page 28 of the MWSS Manual of Corporate Governance

d. Does the GOCC publish data on training and development programs for its employees?    Y Health and Wellness Plan

GAD Accomplishment Report 2018


Page 42 of the MWSS RO Annual Report 2018

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.      Y

Health and Wellness Plan


Whistleblowing Policy


Page 12 of the MWSS RO Annual Report 2018


Citizen’s Complaint Hotline (8888)

  a. Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior? GCG MC No. 2014-04 OECD Principle IV (E)  Y

Health and Wellness Plan


Whistleblowing Policy

b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? OECD Principle IV (E)  Y

Health and Wellness Plan


Whistleblowing Policy 

  Sub-Total      
 II. Disclosure and Transparency (35%) Y

MWSS RO Annual Report 2018


Complete listing of the Directors and Officers and their membership in Board Committees

7 Quality of Annual Report Does the GOCC’S annual report disclose the following items:   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
  a. Corporate objectives RA No. 10149 Chapter V Sec. 25, GCG MC 2012-07 Chapter VIII Sec. 41     Performance Agreement 
b. Financial Performance Indicators    Y MWSS RO Annual Report 2018

Audited Financial Statement


Audited Financial Positions

c. Non-financial performance indicators    Y

Performance Scorecards Monitoring Report


MWSS RO Annual Report 2018

d. Details of whistle-blowing policy      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    Y

Complete listing of the Directors and Officers and their membership in Board Committees;


MWSS RO Annual Report 2018

f. Training and/or continuing education programme attended by each director/commissioner    
8 Are the Annual Reports downloadable from the GOCCs website?     Y Annual Reports
9 Corporate Governance Confirmation Statement       MWSS RO Annual Report 2018
  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
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)  Y  Transparency Seal Sec. 43.3

On Financial and Operational Matters 

b. Is the annual report released within 90 days from the release of audited financial reports?      Y Transparency Seal Sec. 43.3

On Financial and Operational Matters

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  Y Transparency Seal Sec. 43.3

On Financial and Operational Matters

Statement of Responsibility for Financial Responsibility

    Sub-Total      
 III. Responsibilities of the Board (50%)
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 Performance Evaluation System

Performance Agreement 

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 Page 11 and 12 of the MWSS Manual of Corporate Governance
12 Did the GOCC achieve 90% in the PES?      Y GCG Validation Result  2018
13 Code of ethics or conduct        
  a. Are the details of the code of ethics or conduct disclosed?      Y Manual of Corporate Governance
b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?      Y Manual of Corporate Governance
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?      Y Manual of Corporate Governance
14 Does the Board appoint a Nomination and Compensation/Remuneration Committee? 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) Not Applicable  
15 Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year?     Not Applicable .
16 If yes, is the report of the Nomination and Compensation/Renumeration Committee publicly disclosed?     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 Transparency Seal Sec. 43.2
On the Board and Officers

Reconstitution of the Different Committee of the Board 


Audit and Risk Management Committee

18  If yes, is the report of the Audit Committee publicly disclosed?        
19 Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)      Y Business Management Degree – ARMC Chairman
20 Did the Audit Committee meet at least four times during the year?      Y Consolidated Attendance Record of Board Meetings
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 Transparency Seal Sec. 43.2
On the Board and Officers

Reconstitution of the Different Committee of the Board 


Complete listing of the Directors and Officers and their membership in Board Committees;

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? GCG MC No. 2012-07  Chapter III Sec. 16.2.5     Business Management Degree – ARMC Chairman
24 Board meetings and attendance        
  a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)      Y Consolidated Attendance Record of Board Meetings
b. Does the Board of Directors meet at least monthly? GCG MC No. 2012-07 Sec. 8 (a)    Y Consolidated Attendance Record of Board Meetings
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?   INDO SCORECARD  Y Consolidated Attendance Record of Board Meetings
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 Consolidated Attendance Record of Board Meetings
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?   WORLDBANK PRINCIPLE 6  Y Consolidated Attendance Record of Board Meetings
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?        
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?      Y Bachelor of Laws/Juris Doctor
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

Page 22, Sec 20 of the MWSS Manual of Corporate Governance


Organizational Chart

b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?   OECD Principle VI (D); WORLDBANK PRINCIPLE 6; ASX Principle on CG  Y R.A. 6234 Section 8(d)(3)
27 Risk Oversight        
  a. Does the company disclose the internal control procedures/risk management systems it has in place?   OECD Principle 6 (VI) (D) (7)    
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?   UK CODE (JUNE 2010)    
c. Does the company disclose how key risks are managed?   OECD PRINCIPLE V (A)    
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?        
28 Board Chairman        
    Do different persons assume the roles of Chairman and CEO?   OECD Principle VI; ICGN:2.5 Role of the Chair  Y

Appointment papers of the BOT Chairman and the MWSS-CO Administrator


Complete listing of the Directors and Officers and their membership in Board Committees;

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)    Y Development Academy of the Philippines (DAP) on April 3-4, 2017
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes? 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?      Y Orientation on 2017 Omnibus Rules on Appointment and Other Human Resources Actions
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  Y

Director’s Performance Review (DPR)

*iped.gcg.gov.ph

b. Does the GOCC disclose the process followed in conducting the Board assessment?      Y

Director’s Performance Review (DPR)

*iped.gcg.gov.ph

c. Does the GOCC disclose the criteria used in the Board assessment?      Y

Director’s Performance Review (DPR)

*iped.gcg.gov.ph

31 Committee Appraisal   UK CODE  (JUNE 2010)    
    Is an annual performance assessment conducted by the Board of Directors Committees?      

Director’s Performance Review (DPR)

*iped.gcg.gov.ph

  Sub-Total      
BONUS        
Stakeholders Relationships        
1 Does the GOCC practice Global Reporting Index (GRI) on its annual reports?   International <IR> Framework – DRAFT, IIRC Council Item 3b Meeting    
  Disclosure and Transparency      
2 Quality of Annual Report      
  Are the audited annual financial report/statement released within 30 days upon receipt from the COA?   OECD Principle V (C ); OECD Principle V (E ); ICGN 7.2 Timely Disclosure; ICGN 7.3 Affirmation of  Y On Financial and Operational Matters

Audited Financial Statement

  Sub-Total    
  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?        
    Sub-Total      
 
CORPORATE GOVERNANCE SCORECARD SCORE WEIGHT
     
I Stakeholder Relationships (15%)    
II Disclosure and Transparency (35%)    
III Responsibilities of the Board (50%)    
  Bonus    
  Penalty