Corporate Governance 2019

QUESTION			GUIDING REFERENCE		MIAA Compliance	REFERENCES
QUESTION			GUIDING REFERENCE
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		Yes	Manual of Corporate Governance p.21
	b.	Elaborates its efforts to interact with the communities in which they operate?	GCG MC No. 2012-07 Chapter VII Sec. 35, Sec. 34		Yes	Manual of Corporate Governance p.21
	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		Yes	Manual of Corporate Governance p.21
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	Yes	Transparency Seal - Annual Report p.19
	b.	Interaction with the communities	GCG MC No. 2012-07 Chapter VII Sec. 34		Yes	Transparency Seal - Annual Report p.22-25
	c.	Environmentally-friendly value chain	GCG MC No. 2012-07 Chapter VII Sec. 40		Yes	Transparency Seal - Annual Report p.27
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		Yes	Transparency Seal - Annual Report p.22-25
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)	Yes	Annual Report p.32 Whistleblowing Policy
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	Yes	Manual of Corporate Governance p.21-22
	b.	Does the GOCC publish data relating to health, safety and welfare of its employees?			Yes	Transparency Seal - Annual Report p.22-25
	c.	Does the GOCC have training and development programmes for its employees?	GCG MC No. 2012-07 Chapter VII Sec. 36		Yes	Transparency Seal - Annual Report p.18
	d.	Does the GOCC publish data on training and development programs for its employees?			Yes	Transparency Seal - Annual Report
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)	Yes	Transparency Seal - Whistleblowing
	b.	Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retalation?	GCG MC No. 2014-04	OECD Principle IV (E)	Yes	Transparency Seal - Whistleblowing
			Sub-Total
II. Disclosure and Transparency (35%)
7	Quality of Annual ReportDoes 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		Yes	Transparency Seal - Annual Report p.4-5; Mandate
	b.	Financial performance Indicators			Yes	Transparency Seal - Annual Report p.40-45; Financial Report
	c.	Non-financial performance indicators			Yes	Transparency Seal - Annual Report p.32-36
	d.	Details of whistle-blowing policy			Yes	Transparency Seal - Annual Report p.32
	e.	Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners			Yes	Transparency Seal - Annual Report p.54-59; Board of Directors
	f.	Training and/or continuing education programme attended by each director/commissioner			Yes	Transparency Seal - Annual Report p.54-59; Board of Directors
8	Are the Annual Reports downloadable from the GOCCs website?				Yes	Transparency Seal - Annual Report
9	Corporate Governance Confirmation Statement					Manual of Corporate Governance
		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)	Yes
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)	Yes	Transparency Seal - Audited FS
	b.	Is the annual report released within 90 days from release of audited financial reports?			Yes	Transparency Seal - Audited FS
	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	Yes	Transparency Seal - Financial Report
			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	Yes	Transparency Seal - MIAA Annual Report
	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)		Yes	Transparency Seal - Performance Scorecard
12	Did the GOCC achieve 90% in the PES?				Yes	Transparency Seal - PES 2019 Validation
13	Code of ethics or conduct				Yes
	a.	Are the details of the code of ethics or conduct disclosed?			Yes	MIAA Manual of Corporate Governance Sec. 43, p.23
	b.	Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?			Yes	Transparency Seal - Board of Directors Sec. 15.1 p.8
	c.	Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?			Yes	MIAA Manual of Corporate Governance Sec. 50, Sanctions p.25
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)	Yes	Transparency Seal - Board Resolution No. 2017-038
15	Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year?				No
16	If yes, is the report of the Nomination and Compensation/Renumeration Committee publicly disclosed?				No
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)	Yes	Transparency Seal - Board Resolution No. 2017-038
18	If yes, is the report of the Audit Committee publicly disclosed?				No
19	Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)				Yes	Transparency Seal - Board of Directors
20	Did the Audit Committee meet at least four times during the year?				No
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)	Yes	Transparency Seal - Board of Directors
22	If yes, is the report on Risk Management Committee publicly disclosed?				No
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		Yes	Transparency Seal - Board of Directors
24	Board meetings and attendance
	a.	Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)			Yes	Transparency Seal - By Laws of MIAA
	b.	Does the Board of Directors meet at least monthly?	GCG MC No. 2012-07 Sec. 8 (a)		Yes	Transparency Seal - Attendance of Regular and Special Board Meeting 2019
	c.	Did the Board of Directors meet on at least 75% on their scheduled meetings?		INDO SCORECARD	Yes	Transparency Seal - Attendance of Regular and Special Board Meeting 2019
	d.	Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?		OECD PRINCIPLE VI (E)	No
	e.	Did the Board of Directors meet separately at least once during the year without the President/CEO present?		WORLDBANK PRINCIPLE 6	No
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?			Yes	Transparency Seal - By Laws of MIAA
	b.	Is the Board Secretary trained in legal, accountancy or company secretarial practices?			Yes	Transparency Seal - Board of Directors
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)	Yes	Transparency Seal - MIAA 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	Yes	Transparency Seal - Manual of Corporate Governance p.13
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)	Yes	Transparency Seal - ISO Certification Manual of Corporate Governance p.15
	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)	No
	c.	Does the company disclose how key risks are managed?		OECD PRINCIPLE V (A)	Yes	Transparency Seal - ISO Certification MIAA QMS â€“ ISO 9001 : 2015 MIAA QMS â€“ ISO 9001 : 2008 Manual of Corporate Governance
	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?			No
28	Board Chairman
		Do different persons assume the roles of Chairman and CEO?		OECD Principle VI; ICGN:2.5 Role of the Chair	Yes	MIAA Annual Report 2019 p.54
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)		No
	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)	No
	c.	Did all appointive Directors attend at least 1 training for the calendar year?			No
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	Yes	MIAA Manual of Corporate Governance Sec. 19
	b.	Does the GOCC disclose the process followed in conducting the Board assessment?			Yes	Transparency Seal - 2019 8^th Regular Board Meeting
	c.	Does the GOCC disclose the criteria used in the Board assessment?			Yes	Transparency Seal - 2019 8^th Regular Board Meeting
31	Committee Appraisal			UK CODE (JUNE 2010)
		Is an annual performance assessment conducted by the Board of Directors Committees?			Yes	MIAA Manual Corporate Governance p.15
			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	Yes	MIAA Annual Report 2019
	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	Yes	Transparency Seal - Audited FS
			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?				No
2	Is there non-compliance with Good Governance Conditions?				Yes	Transparency Seal - Board of Directors
			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%)	33	33%
		Bonus	4
		Penalty	2
			89	89%