| Questions | Link 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 safety | IMS Policy Manual, PIP-05, p. 3 ESB HSSE Policy PNOC CSR |
| b. Interaction with the communities | Link: PNOC CSR Reports |
| c. Environmentally-friendly value chain | IMS Manual PNOC CSR |
| 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 Annual Report 2018 Annual Report 2019 Annual Report 2020 Annual Report 2021 Annual Report 2022 PNOC CSR |
| 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: Updated 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: 2023 Data on health, safety and welfare of its employees |
| c. Does the GOCC have training and development programs for its employees? | Yes. Please see attached link 2018 Training & Development Programs 2018 Trainings 2019 Trainings 2020 Trainings 2021 Trainings 2022 Trainings 2023 Trainings |
| d. Does the GOCC publish data on training and development programs for its employees? | Yes. Please see attached link 2018 Training & Development Programs 2018 Trainings 2019 Trainings 2020 Trainings 2021 Trainings 2022 Trainings 2023 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 2018 Annual Report 2019 Annual Report 2020 Annual Report 2021 Annual Report 2022 2023 Performance Scorecard Whistleblowing Policy |
| 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? | Annual Report 2018 Annual Report 2019 Annual Report 2020 Annual Report 2021 Annual Report 2022 2023 Corporate Governance Statement |
| 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 2018, 2019, 2020 and 2021 Annual Audit Reports 24 days, 21 days, 53 days and 24 days respectively after receipt from COA. See attached link. Link: Audited Financial Statements 2019-2022 2018 Date Received from COA: May 31, 2019 Date Uploaded on Website: June 24, 2019 2019 Date Received from COA: August 25, 2020 Date Uploaded on Website: September 15, 2020 2020 Date Received from COA: June 15, 2021 Date Uploaded on Website: September 6, 2021 2021 Date Received from COA: June 22, 2022 Date Uploaded on Website: July 15, 2022 2022 Date Received from COA: June 27, 2023 Date Uploaded on Website: July 03, 2023 |
| b. Is the annual report released within 90 days from release of audited financial report? | 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 Date of Upload of Annual Report for 2021 on June 2, 2022 Date of Upload of Annual Report for 2022 on June 9, 2023 |
| 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 |
| 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? | Certificate on PNOC Vision Mission |
| b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy? |
Yes. Please see attached link |
| 12. Did the GOCC achieve 90% in the PES? |
Yes. Please see attached link |
| 13. Code of ethics or conduct | |
| a. Are the details of the code of ethics or conduct disclosed? | Yes. Please see attached link 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 2018 2019 2020 2021 2022 2023 |
| 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 -2018-2021 2018 2019 2020 2021 2022 2023 |
| 16. If yes, is the report of the Nomination and Compensation/Remuneration Committee publicly disclosed? | Yes. Please see attached document. Compensation/Remuneration Committee for 2018 – 2021 – Information on board committees and their activities. 2018 2019 2020 2021 2022 2023 |
| 17. Does the Board appoint an Audit Committee? | Yes. Please see attached document. Audit Committee composition and Board Resolution 2018 2019 2020 2021 2022 2023 |
| 18. If yes, is the report of the Audit Committee publicly disclosed? |
Yes. Please see attached document. |
| 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 2018 – RVT 2019 – RVT 2020 – RVT 2021 – RVT 2022 – RVP 2023 – JRC |
| 20. Did the Audit Committee meet at least four times during the year? | Yes. Please see attached document. Attendance Record 2018 Attendance Record 2019 Attendance Record 2020 Attendance Record 2020 Attendance Record 2021 Attendance Record 2022 Attendance Record 2023 |
| 21. Does the Board appoint a Risk Management Committee? | Yes. Please see attached link RM Committee composition and Board Resolution 2018 2019 2020 2021 2022 2023 |
| 22. If yes, is the report on Risk Management Committee publicly disclosed? | Yes. Please see attached link RM Committee for 2016 – 2021 – Information on board committees and their activities. 2018 2019 2020 2021 2022 2023 |
| 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 2018 – RVT 2019 – RVP 2020 – RVP 2021 – RVP 2022 – RVP 2023 – JJA |
| 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: 2018 Schedule of Board Meetings 2019 Schedule of Board Meetings 2020 Schedule of Board Meetings 2021 Schedule of Board Meetings 2022 Schedule of Board Meetings 2023 Schedule of Board Meetings |
| b. Does the Board of Directors meet at least monthly? |
Yes. Please see attached document. |
| 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 2018 2019 2020 2021 2022 2023 |
| 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 2018 2019 2020 2021 2022 2023 |
| e. Did the Board of Directors meet separately at least once during the year without the President/CEO present? |
No. Please see attached document. |
| 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 – 2018 CV of Corporate Secretary – 2019 CV of Corporate Secretary – 2020 CV of Corporate Secretary – 2021 CV of Corporate Secretary – 2022 CV of Corporate Secretary – 2023 |
| 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 Audit Office. PNOC Organizational Structure |
| 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? | Yes QMS Manual Internal Audit |
| 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? | 2023 Statement of Adequacy of Internal Control |
| c. Does the company disclose how key risks are managed? | PNOC’s risk management is provided in the QMS Manual under QMS-01:Planning and Change Management |
| 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? | Yes 2018 Annual Report – Yes 2019 Annual Report – Yes 2020 Annual Report – Yes 2021 Annual Report – Yes 2023 Statement of Adequacy of Internal Control |
| 28. Board Chairman | |
| a. Do different persons assume the roles of Chairman and CEO? | Yes. 2020 Chairman and CEO 2021 Chairman and CEO 2022 Chairman and CEO 2023 Chairman and CEO |
| 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 |
| 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 |
| c. Did all Appointive Directors attend at least 1 training for the calendar year? | 2023 BOD Trainings |
| 30. Board Appraisal | |
| a. Is an annual performance assessment conducted of the Board of Directors? | Annual performance assessment is conducted using GCG’s internet-based Performance Evaluation for Directors 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? | Annual performance assessment is conducted using GCG’s internet-based Performance Evaluation for Directors 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 2018, 2019, 2020 and 2021 Annual Audit Reports 24 days, 21 days, 53 days and 24 days respectively after receipt from COA. See attached link. Link: Audited Financial Statements 2018-2021 |
| 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? | PNOC’s 2022 compliance with Good Governance Conditions will be evaluated by GCG once the grant of PBB is authorized by GCG and PNOC submits the 2022 PBB compliance documents |