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%)
| Question | Guiding Reference | Y/N | Reference Link/ Supporting Documents |
|---|---|---|---|
| 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 | 1. MWSS RO Citizen’s Charter 2021 (1st Edition) – Service Pledge 2. 2008 and 2013 Implementing Rules and Regulations (IRRs) 3. Section 37 – 38 of the MWSS Manual of Corporate Governance 4. Customer Satisfaction Survey (CSS) 5. RO RM 06-01 Rev2_03 October 2022_List of Interested Parties | |
| b. Elaborates its efforts to interact with the communities in which they operate? | GCG MC No. 2012-07 Chapter VII Sec. 35, Sec. 34 | 1. Public Consultation and Information Drives 2021 2. Page 16-18 of the MWSS RO Annual Report 2021 (Conduct of Public Consultation and Information Drives) 3. Corporate Social Responsibility (CSR) Statement 4. Page 30, Section 40 of the MWSS Manual of Corporate Governance 5. MWSS RO SocMed(Facebook/Twitter) on water conservation, etc | |
| 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 | 1. Page 31 of the MWSS Manual of Corporate Governance 2. Page 15 of the MWSS RO Annual Report 2021 (Environmental Committee), and 3. Page 78 – 83 of MWSS RO Annual Report 2021 (Water Quality Control Department) 4. Vision-Mission Statement (RO website) 5. Strategic Map & PES Scorecard | |
| 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 | Page 78 – 83 of MWSS RO Annual Report 2021 (Water Quality Control Department) | |
| b. Interaction with the communities | GCG MC No. 2012-07 Chapter VII Sec. 34 OECD Principle IV (A) & Global Reporting Initiative | 1. 2021 Public Information Drives and Public Consultation Drives: Aug 31 & Sep 1 “Kalidad sa Serbisyo: Tatak MWSS RO” Online PCDR on the Proposed Revisions in the Customer-Oriented 2013 IRRs Esat Zone & West Zone, Nov 19 – Online PIDr on the Rebate Program for Maynilad Customers, Nov 29, Dec. 1, 3, 6, 7, 10 & 13 – 2021 Pre-Rate Rebasing Public Consultation Drive (Page 32-37 of the MWSS RO Annual Report 2021) 2. Public Information Drive (RO website) | |
| c. Environmentally-friendly value chain | GCG MC No. 2012-07 Chapter VII Sec. 40 OECD Principle IV (A) & Global Reporting Initiative | Page 78 – 83 of MWSS RO Annual Report 2021 (Water Quality Control Department) | |
| 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 | 1. Page 29, Section 37 of the MWSS Manual of Corporate Governance 2. Corporate Social Responsibility Statement 3. Page 15 of the MWSS RO Annual Report 2021 (Environmental Committee) | |
| 4 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | |||
| a. 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? | OECD Principle IV (B) | 1. Page 29, Section 37 of the MWSS Manual of Corporate Governance 2. MWSS RO Contact Details 3. 2008 and 2013 Implementing Rules and Regulations (IRRs) | |
| 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 | 1. MWSS RO Employees Health, Wellness and Safety Program 2. MWSS RO GAD Accomplishment Report for FY 2021 (Narrative Report and AR submitted to PCW) 3. Page 28 of the MWSS Manual of Corporate Governance 4. MLA Collective Negotiation Agreement, ArticleVI – XII states employees’ rights to health, safety, welfare and humane working conditions allowed under the law 5. Learning & Development policy (draft) | |
| b. Does the GOCC publish data relating to health, safety and welfare of its employees? | OECD Principle IV (C) Global Reporting Initiative: Sustainability Report | 1. MWSS RO Employees Health, Wellness and Safety Program 2. MLA Collective Negotiation Agreement, Article VI – XII states employees’ rights to health, safety, welfare and humane working conditions allowed under the law | |
| c. Does the GOCC have training and development programmes for its employees? | GCG MC No. 2012-07 Chapter VII Sec. 36 OECD Principle IV (C) Global Reporting Initiative: Sustainability Report | 1. Learning and Deveopment Training Plan 2021 2. MWSS RO GAD Accomplishment Report for FY 2021 (Narrative Report and AR submitted to PCW) 3. Page 28 of the MWSS Manual of Corporate Governance | |
| d. Does the GOCC publish data on training and development programs for its employees? | OECD Principle IV (C) Global Reporting Initiative: Sustainability Report | 1. MWSS RO Annual Report 2021 2. MWSS RO GAD Accomplishment Report for FY 2021 Narrative Report and AR submitted to PCW) 3. Learning and Development Training Plan 2021 | |
| 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 complaints by employees concerning illegal (including corruption) and unethical behavior? | GCG MC No. 2014-04 | 1. MWSS RO Whistleblowing Policy 2. Citizen’s Complaint Hotline (8888) | |
| b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? | GCG MC No. 2014-04 | 1. MWSS RO Whistleblowing Policy 2. Grievance Mechanism (Office Order No. 062, Series of 2021 RE: Reconstitution of the MWSS RO Grievance Committee) |
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 | 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 | 1.MWSS RO Annual Report 2021 2. MWSS Audited Financial Statements – Annual Audit Report for 2021 3. MWSS Statement of Financial Position for the Year Ended December 31, 2021 and 2020 | |
| c. Non-financial performance indicators | RA No. 10149 Chapter V Sec. 25, GCG MC 2012-07 Chapter VIII Sec. 41 | 1. Performamnce Scorecards Monitoring Report 2. MWSS RO Annual Report 2021 | |
| d. Details of whistle-blowing policy | RA No. 10149 Chapter V Sec. 25, GCG MC 2012-07 Chapter VIII Sec. 41 | 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 | 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 | MWSS RO Annual Report 2021 | |
| 8 Are the Annual Reports downloadable from the GOCCs website? | Annual Reports Webpage | ||
| 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) | MWSS RO Annual Report 2021 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) | Transparency Seal Sec. 43.3 1. Annual Audit Report for 2021 2. Annual Audited Financial Statements | |
| b. Is the annual report released within 90 days from the release of audited financial reports? | Transparency Seal Sec. 43.3 Annual Audit Report for 2021 | ||
| 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 | Transparency Seal Sec. 43.3 1. Annual Audited Financial Statements 2. Statement of Responsibility for Financial Statement |
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 | 1. MWSS RO Performance Scorecards and Strategy Map for 2021, and 2. Governance Commission for GOCCs (GCG) and MWSS Regulatory Office (RO) Performance Agreement 3. MWSS BOT Resolution No. 2020-166-RO MWSS RO Performance Scorecard for CY 2021 dated December 15, 2020 4. Page 1 of the MWSS RO Annual Report 2021 | |
| 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) | Page 11 and 12 of the MWSS Manual of Corporate Governance | |
| 12 Did the GOCC achieve 90% in the PES? | GCG Validation Result 2021 | ||
| 13 Code of ethics or conduct | |||
| a. Are the details of the code of ethics or conduct disclosed? | Manual of Corporate Governance | ||
| b. Does the GOCC disclose that all Directors/ Commissioners, senior management and employees are required to comply with the code? | Manual of Corporate Governance | ||
| c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? | 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) | ||
| 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) | Transparency Seal Sec. 43.2 On the Board and Officers 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) | Business Management Degree – ARMC Chairman | ||
| 20 Did the Audit Committee meet at least four times during the year? | 1. Board Committee Functions; Schedule of Board Meetings 2. Committee & Enbanc attendance 2021 | ||
| 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) | Transparency Seal Sec. 43.2 1. On the Board and Officers 2. Audit and Risk Management Committee 1. Code of Corporate Governance for GOCCs, Article VII. Disclosure and Transparency Requirements, Section 43.2 On the Board and Officers, and 2. MWSS BOT Resolution No. 2022-146-CO RE: Reconstitution of the Composition of 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? 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) | 1. Board Committee Functions; Schedule of Board Meetings 2. Committee & Enbanc attendance 2021 | ||
| b. Does the Board of Directors meet at least monthly? | GCG MC No. 2012-07 Sec. 8 (a) | 1. Board Committee Functions; Schedule of Board Meetings 2. Committee & Enbanc attendance 2021 | |
| c. Did the Board of Directors meet on at least 75% on their scheduled meetings? | INDO SCORECARD | 1. Board Committee Functions; Schedule of Board Meetings 2. Committee & Enbanc attendance 2021 | |
| d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year? | OECD PRINCIPLE VI (E) | 1. Board Committee Functions; Schedule of Board Meetings 2. Committee & Enbanc attendance 2021 | |
| e. Did the Board of Directors meet separately at least once during the year without the President/CEO present? | WORLDBANK PRINCIPLE 6 | 1. Board Committee Functions; Schedule of Board Meetings 2. Committee & Enbanc attendance 2021 | |
| 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? | Memorandum on Submission of Board Matters | ||
| 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) | 1. Page 22, Sec 20 of the MWSS Manual of Corporate Governance 2. Organizational Chart | |
| b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | 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? | |||
| 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? | |||
| 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 control/risk management systems? | |||
| 28 Board Chairman | |||
| Do different persons assume the roles of Chairman and CEO? Y Board Committee Membership 2021 Board Committee Membership 2021 | |||
| 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) | ||
| 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) | 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) | 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 | Director’s Performance Review (DPR) *iped.gcg.gov.ph | |
| b. Does the GOCC disclose the process followed in conducting the Board assessment? | Director’s Performance Review (DPR) *iped.gcg.gov.ph | ||
| c. Does the GOCC disclose the criteria used in the Board assessment? | Director’s Performance Review (DPR) *iped.gcg.gov.ph | ||
| 31 Committee Appraisal | |||
| Is an annual performance assessment conducted by the Board of Directors Committees? | UK CODE (JUNE 2010) | Director’s Performance Review (DPR) *iped.gcg.gov.ph |
Bonus and Penalty
| Question | Guiding Reference | Y/N | Reference Link/ Supporting Documents |
|---|---|---|---|
| BONUS Stakeholders Relationship | |||
| 1 Does the GOCC practice Global Reporting Index (GRI) on its annual reports? Disclosure and Transparency | International Framework – DRAFT, IIRC Council Item 3b Meeting | International Framework – DRAFT, IIRC Council Item 3b Meeting | |
| 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 | On Financial and Operational Matters | |
| PENALTY Responsibilities of the Board | Audited Financial Statement | ||
| 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? |