QuestionsLink Source
I. Stakeholder Relationships
1. Does GOCC disclose a policy that:
a. Stipulates the existence and scope of its effort to address customer’s welfare?Yes. Please see attached link
Link: See PNOC Manual for Corporate Governance, Section 6 Subject 2 to 6 on Corporate Social Responsibility
b. Elaborates its efforts to interact with the communities in which they operate?Yes. Please see attached link
Link: See PNOC Manual for Corporate Governance, Section 6, Subject 7 on Corporate Social Responsibility
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?Yes. Please see attached link
Link: See PNOC Manual for Corporate Governance, Section 6, Subject 2 on Corporate Social Responsibility
2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?
a. Customer health and safetyYes. Please see attached link
Link: Employee Handbook, pp.46-47
b. Interaction with the communitiesLink: PNOC CSR Reports
c. Environmentally-friendly value chainIMS Manual
3. Does the GOCC have a separate Corporate Social Responsibility (CSR) report or sustainability report?Yes. Please see attached link
Link: PNOC CSR Reports
Annual Reports – 2016 – none
Annual Report 2017
Annual Report 2018
Annual Report 2019
Annual Report 2020
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?Yes. Please see attached link.
Link: Update Contact Information on Website
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?Yes. Please see attached link.
Link: Employee Handbook, pp.46-47
b. Does the GOCC publish data relating to health, safety and welfare of its employees?Yes. Please see attached link.
Link: Employee Handbook, pp.46-47
c. Does the GOCC have training and development programs for its employees?Yes. Please see attached link
2016 Training & Development Programs
2017 Training & Development Programs
2018 Training & Development Programs
2016 Trainings
2017 Trainings
2018 Trainings
2019 Trainings
2020 Trainings
d. Does the GOCC publish data on training and development programs for its employees?Yes. Please see attached link
2016 Training & Development Programs
2017 Training & Development Programs
2018 Training & Development Programs
2016 Trainings
2017 Trainings
2018 Trainings
2019 Trainings
2020 Trainings
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?Yes. Please see attached link
Link: Whistleblowing Policy
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?Yes. See Whistleblowing Policy
Link: Whistleblowing Policy
II. Disclosure and Transparency
7. Quality of Annual Report.
Does the GOCC’s annual report disclose the following items:
Yes. Please see attached link
a. Corporate objectives
b. Financial performance indicators
c. Non-financial performance indicators
d. Details of whistle blowing policy
e. Biographical details of directors
f. Training and/or continuing education program attended by each director
Annual Report 2017
Annual Report 2018
Annual Report 2019
Annual Report 2020
8. Are the Annual Reports downloadable from the GOCC’s website?Yes. Please see attached link
Annual Reports
9. Corporate Governance Confirmation Statement
a. 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 each such issue?No for 2016-2017
Annual Report 2018
Annual Report 2019
Annual Report 2020
10. Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?PNOC released its 2016, 2017, 2018 and 2019 Annual Audit Reports 34 days, 62 days, 24 days & 21 days respectively after receipt from COA. See attached link.
Link: Audited Financial Statements 2016-2019
b. Is the annual report released within 90 days from release of audited financial report?No – Date of Upload of Audited Financial Statements for 2016 and 2017 is June 16, 2017 and July 13, 2018 respectively.
Yes – Date of Upload of Audited Financial Statements for 2018 is July 2, 2019
Date of Upload of Annual Report for 2016 on March 8, 2018
Date of Upload of Annual Report for 2017 on January 15, 2019
Date of Upload of Annual Report for 2018 on September 3, 2019
Date of Upload of Annual Report for 2019 on July 21, 2020
Date of Upload of Annual Report for 2020 on June 8, 2021
c. Is the true and fair representation of the annual financial statement/reports
affirmed by the board of Directors and/or the relevant officers of the company?
Link to statement of management responsibility
2016
2017
2018
III. Responsibilities of the Board
11. Corporate Vision and Mission/Strategy
a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year?Yes. Please see attached link
Link: Board Resolution on Approval of Vision and Mission Statements
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?Yes. Please see attached link
2016 – Annual Scorecard Monitoring Report
2017 – Annual Scorecard Monitoring Report
2018 – Annual Scorecard Monitoring Report
2019 – Annual Scorecard Monitoring Report
2020 – Annual Scorecard Monitoring Report
12. Did the GOCC achieve 90% in the PES?Yes. Please see attached link
2016 – No – GCG letter
2017 – Yes – GCG validation result and PNOC annual scorecard monitoring report for FY 2017
2018 – Yes – GCG validation result and PNOC annual scorecard monitoring report for FY 2018
2019 – Yes – GCG validation result for FY 2019
13. Code of ethics or conduct
a. Are the details of the code of ethics or conduct disclosed?Yes. Please see attached link
Link: See Board Resolution on PNOC Code of Ethical Conduct
PNOC Code of Ethical Conduct (2004)
b. Does the GOCC disclose that all Directors, senior management and employees are required to comply with the code?PNOC Code of Ethical Conduct (2004)
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?PNOC Code of Ethical Conduct (2004)
14. Does the Board appoint a Nomination and Compensation / Remuneration Committee?Yes. Please see attached document.
Nomination and Remunerations Committee composition and Board Resolution
2016
2017
2018
2019
15. Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year?Yes. Please see attached document.
Attendance Records of the Committee -2016-2020
2016
2017
2018
2019
2020
16. If yes, is the report of the Nomination and Compensation/Remuneration Committee publicly disclosed?Yes. Please see attached document.
Compensation/Remuneration Committee for 2016 – 2019 – Information on board committees and their activities.
2016
2017
2018
2019
17. Does the Board appoint an Audit Committee?Yes. Please see attached document.
Audit Committee composition and Board Resolution
2016
2017
2018
2019
18. If yes, is the report of the Audit Committee publicly disclosed?Yes. Please see attached document.
Audit Committee for 2016 – 2019 – Information on board committees and their activities.
2016
2017
2018
2019
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?Yes. Please see attached document.
CV of Audit Committee member with Accounting or Audit Background
2016 – RVT
2017 – RVT
2018 – RVT
2019 – RVT
2020 – RVT
20. Did the Audit Committee meet at least four times during the year?Yes. Please see attached document.
Attendance Record 2016
Attendance Record 2017
Attendance Record 2018
Attendance Record 2019
Attendance Record 2020
21. Does the Board appoint a Risk Management Committee?Yes. Please see attached link
RM Committee composition and Board Resolution
2016
2017
2018
2019
22. If yes, is the report on Risk Management Committee publicly disclosed?Yes. Please see attached link
RM Committee for 2016 – 2019 – Information on board committees and their activities.
2016
2017
2018
2019
23. Does at least one member of the Risk Management Committee have a background in finance and investments?Yes. Please see attached document.
Link: CV of Risk Management Committee member with background in finance and investments
2016 – DBC
2017 – RVT
2018 – RVT
2019 – RVP
2020 – RVP
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)Yes. Please see attached document.
Link:
2017 Schedule of Board Meetings
2018 Schedule of Board Meetings
2019 Schedule of Board Meetings
b. Does the Board of Directors meet at least monthly?Yes. Please see attached document.
Link:
2016 Attendance Record of Board of Directors
2017 Attendance Record of Board of Directors
2018 Attendance Record of Board of Directors
2019 Attendance Record of Board of Directors
2020 Attendance Record of Board of Directors
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?Yes. Please see attached document.
Link: Scheduled vs. Actual Date of Board Meeting
2016
2017
2018
2019
d. Has each of the Directors attended at least 90% of all the board meetings held during the year?Yes. Please see attached document.
Link: Scheduled vs. Actual Date of Board Meeting
2016
2017
2018
2019
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?No. Please see attached document.
Link:
2016 Certification – No Separate Board Meeting without the President
2017 Certification – No Separate Board Meeting without the President
2018 Certification – No Separate Board Meeting without the President
2020 Certification – No Separate Board Meeting without the President
25. Access to information
a. Does the GOCC have a policy that stipulates board papers for Board of Directors meetings be provided to the Board at least three (3) working days in advance of the board meeting?Yes. Please see attached document.
Link: Guidelines for Board Meetings
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?Yes. See attached document
Links:
CV of Corporate Secretary – 2017
CV of Corporate Secretary – 2018
CV of Corporate Secretary – 2019
CV of Corporate Secretary – 2020
26. Internal Audit
a. Does the company have a separate internal audit function?Yes. PNOC has a separate internal audit function lodged in the Internal Control Office. Please see attached documents.
Link:
PNOC IAO Table of Organization
Duties and function of IAO manager
IAO Functions
b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?No. Appointments in PNOC are subject to pertinent CSC rules
27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management systems it has in place?Link:
PNOC IAO Table of Organization
Duties and function of IAO manager
IAO Functions
b. Does the Annual Report disclose that the Board of Directors has overseen a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems?Link:
PNOC Risk Register
Write-up
c. Does the company disclose how key risks are managed?Link:
PNOC Risk Register
Write-up
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 controls/risk management systems?2016 Annual Report – No
Link:
2017 Annual Report – Yes
2018 Annual Report – Yes
2019 Annual Report – Yes
2020 Annual Report – Yes
28. Board Chairman
a. Do different persons assume the roles of Chairman and CEO?Yes.
Chairman
Alfonso G. Cusi (Jul.1-present)
Zenaida Y. Monsada (Jan.1-Jun.30,2016)
CEO
Adm Reuben S Lista (Ret) (Nov.11-present)
John J. Arenas (Mar.11-Nov.10,2016)
29. Board of Directors Development
a. Does the GOCC have orientation programs for new Directors?Yes. Please see attached document
Link: Write Up for Directors Orientation Program
2016 QMS Orientation
b. Does the GOCC have a policy that encourages Directors to attend on-going or continuous professional education programs?Policy on continuous professional education programs for Board still for Board approval
Link: Certificates of Training
c. Did all Appointive Directors attend at least 1 training for the calendar year?Policy on continuous professional education programs for Board still for Board approval
Link: Certificates of Training
30. Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors?Yes. PNOC follows the process in conducting Board assessment as outlined in GCG Memorandum Circular No. 2014-03 on Performance Evaluation for Directors. Please see attached document.
Link: GCG MC 2014-03
b. Does the GOCC disclose the process followed in conducting the Board assessment?Yes. PNOC follows the process in conducting Board assessment as outlined in GCG Memorandum Circular No. 2014-03 on Performance Evaluation for Directors. Please see attached document.
Link: GCG MC 2014-03
c. Does the GOCC disclose the criteria used in the Board assessment?Yes. PNOC follows the process in conducting Board assessment as outlined in GCG Memorandum Circular No. 2014-03 on Performance Evaluation for Directors. Please see attached document.
Link: GCG MC 2014-03
31. Committee Appraisal
Is an annual performance assessment conducted of the Board of Directors Committees?Yes, the Board approved appraisal includes a portion on the Committee that the Board members are a part of. Please see attached document:
Link: GCG MC 2014-03
Does the GOCC practice Global Reporting Initiative (GRI) on its annual reports?No
Are the audited annual financial report/statement released within 30 days upon receipt from COA?PNOC released its 2016, 2017 and 2018 Annual Audit Reports 34 days, 62 days, 24 days & 21 days respectively after receipt from COA. See attached link.
Link: Audited Financial Statements 2016-2019
Responsibilities of the Board
Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and Publicly Listed Companies (PLCs)?No PNOC Board Member holds more than five (5) positions in GOCCs and PLCs.
Certification
Is there non-compliance with Good Governance Conditions?None. PNOC is fully compliant with all Good Governance Conditions.
Certification