Corporate Governance Scorecard
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
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 Consultation
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
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
b. Interaction with the communities GCG MC No. 2012-07 Chapter VII Sec. 34  Y
c. Environmentally-friendly value chain GCG MC No. 2012-07 Chapter VII Sec. 40
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  Manual of Corporate Governance
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 compliants for possible violation of their rights? OECD Principle IV (B)  Y  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
b. Does the GOCC publish data relating to health, safety and welfare of its employees?
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

 Accomplishment Report 2015
d. Does the GOCC publish data on training and development programs for its employees?  Y Health and Wellness Plan

Accomplishment Report 2015
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 OECD Principle IV (E)
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retalation? OECD Principle IV (E)
Sub-Total
 II. Disclosure and Transparency (35%)
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
b. Financial performance Indicators  Y
c. Non-financial performance indicators  Y
d. Details of whistle-blowing policy  List of Trustees and Officials
e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners  Y
f. Training and/or continuing education programme attended by each director/commissioner
8 Are the Annual Reports downloadable from the GOCCs website?
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)
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 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 
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
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
12 Did the GOCC achieve 90% in the PES?  Y
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?
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)
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?  Y  Manual of Corporate Governance
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
18  If yes, is the report of the Audit Committee publicly disclosed?  Y  Manual of Corporate Governance
19 Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)  Y  Manual of Corporate Governance
20 Did the Audit Committee meet at least four times during the year?  Y  Manual of Corporate Governance
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  Manual of Corporate Governance
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  Y    Transparency Seal Sec. 43.2
On the Board and Officers
24 Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)  Y    Transparency Seal Sec. 43.2
On the Board and Officers
b. Does the Board of Directors meet at least monthly? GCG MC No. 2012-07 Sec. 8 (a)  Y    Transparency Seal Sec. 43.2
On the Board and Officers
c. Did the Board of Directors meet on at least 75% on their scheduled meetings? INDO SCORECARD  Y    Transparency Seal Sec. 43.2
On the Board and Officers
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year? OECD PRINCIPLE VI (E)    Transparency Seal Sec. 43.2
On the Board and Officers
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present? WORLDBANK PRINCIPLE 6    Transparency Seal Sec. 43.2
On the Board and Officers
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 Transparency Seal,  List of Trustees and Officials
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
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
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
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)
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes? OECD PRINCIPLE VI (E)
c. Did all 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? 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
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 UK CODE  (JUNE 2010)
Is an annual performance assessment conducted by the Board of Directors Committees?
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
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%) 15 15%
II Disclosure and Transparency (35%) 35 35%
III Responsibilities of the Board (50%) 50 50%
Bonus 4
Penalty 4
100 100%