Corporate Governance
CORPORATE GOVERNANCE SCORECARD REPORT
2022 CGS
CORPORATE GOVERNANCE SCORECARD REPORT A
Name of GOCC: Philippine Ports Authority
Sector : Utilities andd Information-Communication
Date Submitted ; March 31, 2023
Year being assessed: 2022 CGS
Date assessed:______________
| COMPONENT | GOCC SUBMISSION | |||||
| GRP | ITEM | QUESTION | ANS | COMPLIANCE | ANS | REFERENCE LINK/SUPPORTING DOCUMENTS |
| I. Stakeholder Relationship | ||||||
| I | 1.a | Does the GOCC disclose a policy that: Stipulates the existence and scope of its effort to address customer's welfare? | Y | Section 39 of Revised PPA Manual of Corporate Governance identified and recognized its stakeholders from the three (3) sectors of society namely: Government, Business, and Citizen or Civic sector. PPA Memorandum Circular No. 17-2001 was issued to improve the delivery of services, specifically on the area of orderliness, cleanliness and safety in the ports. PPA Memorandum Circular No. 11-2015 and 12-2015 established the Port Safety, Health and Environmental Management System (PSHEMS) Project at the Port of Batangas and Socsargen to continually improve the passenger terminal building operations, control and management in conformity with international best practices as well as with local and international statutory requirements and standards on safety, health and environment in order to enhance the well-being of its passengers, employees, port workers and stakeholders, to prevent accidents and pollution and to protect and conserve the environments. | Y | see PPA Corporate Governance Manual |
| see PPA MC NO. 011-2015.pdf | ||||||
| see MC 012-2015.pdf (ppa.com.ph) | ||||||
| I | 1.b | Does the GOCC disclose a policy that: Elaborates its efforts to interact with the communities in which they operate? | Y | Section 38 of Revised PPA Manual of Corporate Governance provides that PPA is inherently mandated to be socially responsible, to act and operate as good corporate citizen. The Board shall rerecognize and perform the obligations the PPA has towards the National Government, together with the employees, suppliers, customers and other stakeholders, and the communities in which it operates. PPA is also a member to various Regional Development Councils. | Y | see PPA Corporate Governance Manual |
| I | 1.c | Does the GOCC disclose a policy that: Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | Y | PPA issued PPA Administrative Order No. 05-2018 or the Port Environmental Policy which is a policy based on the principles of environmental sustainability, compliance with environmental protection measures and standards, support of alternative sources of energy and implementation of energy efficient measures and the continuous education and capacity building of workers and stateholders. | Y | see PPA AO No. 05-2018 The Port Environmental Policy (PEP) |
| see PPA AO No. 14-2020 | ||||||
| I | 2.a | Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? (Customer health and safety) | Y | PPA issued PPA Memorandum Circular No. 02-2020 regarding the management port protocols in response to the COVID-2019 and PPA Administrative Order No. 05-2021 Revised Port Protocols in response to the Coronvirus Disease. | Y | see PPA Memorandum Circular No. 02-2020 |
| see PPA Administrative Order No. 05-2021 Revised Port Protocols in response to the Coronavirus Disease 2019 (COVID 19) | ||||||
| I | 2.b | Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? (Interaction with the communities) | Y | The 2020 Annual Report with a theme Bayanihan sa Pantalan provides for activities that were undertaken with various stakeholders in the community to mitigate the effect of the COVID-19 pandemic. PPA has also set-up Malasakit Helpdesk in the ports nationwide to assist its stakeholders. | Y | see PPA 2021 Annual Report (Ongoing preparation of the 2022 AR) |
| I | 2.c | Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? (Environmentally-friendly value chain) | Y | PPA Administrative Order No. 14-2020 dated December 18, 2020 was issued providing for mandatory tree and/or mangrove planting as a condition for the issuance of accreditation, certificate of registration, appointment, or award of contract or renewal/extension thereof. | Y | see PPA AO 14-2020 |
| I | 3 | Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section? | Y | Page 39 of the 2020 Annual Report provided for Corporate Social Responsibility (CSR) Statements | Y | see PPA 2021 Annual Report (Ongoing preparation of the 2022 AR) |
| I | 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 complaints for possible violation of their rights? | Y | PPA website provided for feedback and redress mechanism under the PPA's Citizen Charter containing email addresses and hotline numbers. | Y | https://www.ppa.com.ph/?q=content/ppa-citizens-charter |
| I | 5.a | Performance-enhancing mechanisms for employee participation should be permitted to develop. Does the GOCC explicitly mention the health, safety and welfare policy for its employees? | Y | The 7th Collective Negotiation Agreement provided on the employee benefits, rights and privileges. | Y | see 7th Collective Negotiation Agreement |
| I | 5.b | Does the GOCC publish data relating to health, safety and welfare of its employees? | Y | The 7th Collective Negotiation Agreement provided on the employee benefits, rights and privileges. | Y | see 7th Collective Negotiation Agreement |
| I | 5.c | Does the GOCC have training and development programmes for its employees? | Y | Courses available are posted in PPAs website through PPA e-Learning Bulletin which provides access to registered users on available course reviewer. | Y | see 7th Collective Negotiation Agreement |
| I | 5.d | Does the GOCC publish data on training and development programms for its employees? | Y | Courses available are posted in PPAs website through PPA e-Learning Bulletin which provides access to registered users on available course reviewer. | Y | PPA Training Institute Programs |
| I | 6.a | 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. Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior? | Y | The PPA's Code of Conduct and Ethical Standards provides that PPA shall handle complaints and/or grievances in accordance with its Grievance Machinery and/or Whistleblowing Policy. | Y | see PPA's Code of Conduct and Ethical Standards |
| see PPA_whistleblowing | ||||||
| I | 6.b | Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? | Y | Section 9 of PPA's Whistleblowing Policy provides for protection of a whistleblower against retaliation. Retaliatory acts against whistleblowers who submit Whistleblowing Reports in good faith shall not be tolerated by the PPA which shall extend all possible assistance to the whistleblower under the law and given circumstances. | Y | see PPA_whistleblowing |
| COMPONENT | GOCC SUBMISSION | |||||
| GRP | ITEM | QUESTION | ANS | COMPLIANCE | ANS | REFERENCE LINK/SUPPORTING DOCUMENTS |
| II. Disclosure and Transparency | ||||||
| II | 7.a | Does the GOCC's website disclose the following items: Corporate objectives | Y | The Mission, Vision, Mandate, Core Values, Strategy Map and CSR Statements are shown in the Transparency Seal tab of PPA's website. | Y | https://www.ppa.com.ph/?q=content/mission-vision-mandate-core-values-strategy-map-csr-statements |
| II | 7.b | Does the GOCC's website disclose the following items: Financial performance indicators | Y | Financial Performance Indicators are shown in the Transparency Seal tab of PPA's website. | Y | https://www.ppa.com.ph/content/transparency-seal |
| II | 7.c | Does the GOCC's website disclose the following items: Non-financial performance indicators | Y | Non-Financial Performance Indicators are shown in the Transparency Seal tab of PPA's website. | Y | https://www.ppa.com.ph/content/transparency-seal |
| II | 7.d | Does the GOCC's website disclose the following items: Details of whistle-blowing policy | Y | The details of PPA's Whistleblowing Policy is posted in PPA's website. | Y | see PPA_whistleblowing |
| II | 7.e | Does the GOCC's website disclose the following items: Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners | Y | The resumes of the members of the Board of Directors of PPA are posted in the Transparency Seal tab in PPA's website. | Y | https://www.ppa.com.ph/content/transparency-seal?q=content/board-members |
| II | 7.f | Does the GOCC's website disclose the following items: Training and/or continuing education programme attended by each director/commissioner | Y | Board of Directors attended Corporate Governance Training/Workshop on December 21, 2022. | Y | see Certificate of Participation |
| II | 9 | Does the GOCC's website 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? | Y | None. | N | see Certificate of Participation |
| COMPONENT | GOCC SUBMISSION | |||||
| GRP | ITEM | QUESTION | ANS | COMPLIANCE | ANS | REFERENCE LINK/SUPPORTING DOCUMENTS |
| III. Board Responsibility | ||||||
| III | 11.a | Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year? | Y | It is presented to the Board of Directors for consideration/approval during the 486th Regular Board Meeting held on October 29, 2020. | N | |
| III | 11.b | Does the Board of Directors monitor/oversee the implementation of the corporate strategy? | Y | Disclosed in the PPA's Annual Report posted at PPA Website. | Y | 2022 Annual Report prepartion is ongoing. |
| III | 13.a | Are the details of the code of ethics or conduct disclosed? | Y | Disclosed in the PPA's Code of Conduct posted at PPA Website. | Y | see PPA Code of Conduct and Ethical Standards |
| III | 13.b | Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code? | Y | Disclosed in the PPA's Code of Conduct, Section I, Coverage, posted at PPA Website. | Y | see PPA Code of Conduct and Ethical Standards |
| III | 13.c | Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? | Y | One of the topics discussed during the conduct of orientation for newly-hired employees; and other training programs. | Y | see PPA Code of Conduct and Ethical Standards |
| III | 14 | Does the Board appoint a Nomination Compensation / Remuneration Committee? | Y | There is a Nomination and Remunerations Committee composed of the following: (1) Chairman, GM Jay Daniel R. Santiago, General Manager, PPA; (2) Member,Philip S. Tuazon/Frederico P. Quevedo, Private Sector Representative; and (3) Member, Admiral Robert A. Empedrad/Hernani N. Fabia, MARINA. | Y | see Composition of Board Committees |
| III | 15 | Did the Nomination Compensation/Remuneration Committee meet at least twice during the year? | Y | Nomination and Remuneration Committee was not conducted in the year 2022. | N | |
| III | 16 | If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed? | Y | N/A | N/A | |
| III | 17 | Does the Board appoint an Audit Committee? | Y | There is an Audit and Risk Management Committee, composed of the following: (1) Chairman, Secretary Carlos G. Dominguez III/ Benjamin O. Diokno, DOF; (2) Member, Secretary Karl Kendrick T. Chua/Arsenio M. Balisacan, NEDA; (3) Member, Secretary Ramon M. Lopez/Alfredo E. Pascual, DTI. | Y | see Composition of Board Committees |
| III | 18 | If yes, is the report of the Audit Committee publicly disclosed? | Y | The Audit and Risk Management Committee meetings were conducted on February 22, 2022 and September 29, 2022. | N | |
| III | 19 | Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)? | Y | Please see profile of Secretary Benjamin O. Diokno. | Y | see Profile of DOF Secretary Benjamin O. Diokno |
| III | 20 | Did the Audit Committee meet at least four times during the year? | Y | The Audit and Risk Management Committee meetings were conducted on February 22, 2022 and September 29, 2022. | Y | see Directors Attendance (Jan - Dec 2022) |
| III | 21 | Does the Board appoint a Risk Management Committee? | Y | Risk Management is part of the Audit and Risk Management Committee composed of the following: (1) Chairman, Secretary Carlos G. Dominguez III/ Benjamin O. Diokno, DOF; (2) Member, Secretary Karl Kendrick T. Chua/Arsenio M. Balisacan, NEDA; (3) Member, Secretary Ramon M. Lopez/Alfredo E. Pascual, DTI. | Y | see Composition of Board Committees |
| III | 22 | If yes, is the report on Risk Management Committee publicly disclosed? | Y | None. | N | |
| III | 23 | Does at least one member of the Risk Management Committee have a background in finance and investments? | Y | Please see profile of Secretary Benjamin O. Diokno. | Y | see Profile of DOF Secretary Benjamin O. Diokno |
| III | 24.a | Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) | Y | The Board approved the proposed schedule of Board meetings for CY2022. | Y | see 2022 Proposed Board Schedule |
| III | 24.b | Does the Board of Directors meet at least monthly? | Y | Board Meeting is being held monthly. | Y | see Directors Attendance (Jan - Dec 2022) |
| III | 24.c | Did the Board of Directors meet on at least 75% on their scheduled meetings? | Y | The Board meets at least once a month. | Y | see Directors Attendance (Jan - Dec 2022) |
| III | 24.d | Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year? | Y | The Board meets at least once a month. | Y | see Directors Attendance (Jan - Dec 2022) |
| III | 24.e | Did the Board of Directors meet separately at least once during the year without the President/CEO present? | Y | The General Manager has 80% attendance on all Board meetings. | Y | see Directors Attendance (Jan - Dec 2022) |
| III | 25.a | Does the GOCC have a policy that stipulates board papers for Board of Directors/Commissioners meetings be provided to the Board at least three (3) working days in advance of the board meeting? | Y | Board papers are presented to the members of the Board at least 3 working days before the meeting. | Y | Board Papers are provided to the Board of Directors at least three working days in advance of the board meeting. |
| III | 25.b | Is the Board Secretary trained in legal, accountancy or company secretarial practices? | Y | The Acting Board Secretaries, Atty. Danah S. Jaramillo/Hanes Louise M. Alivio, are graduates of Law and admitted to the Philippine Bar in 2004/2005, with Roll Nos. 49029/ 65207, respectively. | Y | Certificate of Membership in the Philippine Bar |
| III | 26.a | Does the company have a separate internal audit function? | Y | There is a separate Internal Audit Department in PPA. | Y | https://www.ppa.com.ph/contact-us-view |
| III | 26.b | Does the appointment and removal of the internal auditor require the recommendation of the Audit Committee? | Y | Internal Audit Department (IAD) is a regular department. It observes Civil Service Commission Rules and Regulations. | N | The Internal Audit Manager is a permanent position. |
| III | 27.a | Does the company disclose the internal control procedures/risk management systems it has in place? | Y | None. | N | |
| III | 27.b | Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? | Y | The Audit and Risk Management Committee meetings were conducted on February 22, 2022 and September 29, 2022. | Y | The Satement of Management's Responsibility for Financial Statements provides that the management is responsible for the preparation of the financial statements including the additional components attached thereto. The responsibility also includes designing and implementing internal controls relevannt to the preparation and fair presentation of the FS. |
| III | 27.c | Does the company disclose how key risks are managed? | Y | No. | N | |
| III | 27.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? | Y | No. | N | |
| III | 28 | Do different persons assume the roles of Chairman and CEO? | Y | The Chairman of the PPA Board of Directors who is also the Secretary of the Department of Transportation is different from the PPA General Manager. | Y | https://www.ppa.com.ph/content/transparency-seal?q=content/board-members |
| III | 29.a | Does the GOCC have orientation programs for new Directors? | Y | A Corporate Governance Training/Workshop was conducted in 2022. | Y | see Certificates of Participation |
| III | 29.b | Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programs? | Y | A Corporate Governance Training/Workshop was conducted in December 21, 2022. | Y | see Certificates of Participation |
| III | 29.c | Did all Appointive Directors attend at least 1 training for the calendar year? | Y | A Corporate Governance Training/Workshop was conducted in December 21, 2022. | Y | see Certificates of Participation |
| III | 30.a | Is an annual performance assessment conducted of the Board of Directors? | Y | No. | N | |
| III | 30.b | Does the GOCC disclose the process followed in conducting the Board assessment? | Y | N/A | N/A | |
| III | 30.c | Does the GOCC disclose the criteria used in the Board assessment? | Y | N/A | N/A | |
| III | 31 | Is an annual performance assessment conducted of the Board of Directors Committees? | Y | N/A | N/A | |
CORPORATE GOVERNANCE SCORECARD REPORT B
Name of GOCC: Philippine Ports Authority
Sector : Utilities andd Information-Communication
Date Submitted ; March 31, 2023
Year being assessed: 2022 CGS
| COMPONENT | GOCC SUBMISSION | ||||||
| GRP | ITEM | QUESTION | ANS | GUIDE | COMPLIANCE | ANS | REFERENCE LINK/SUPPORTING DOCUMENTS |
| II. Disclosure and Transparency | |||||||
| II | 8 | Are the annual reports downloadable from the GOCC's website? | Y | Annual reports/Financial statements on the year being assessed must be downloadable from the GOCC's website. | Annual Reports are downloadable in PPA's website. | Y | https://www.ppa.com.ph/?q=annual-report |
| II | 10.a | Are the audited annual financial report/statement uploaded on the website within 60 days upon receipt from COA? | Y | The GOCC must explicitly state the 1.) date of receipt of the AFS from COA and 2.) the date when the AFS was released/published online. An N/A rating will be given for this item if the COA-audited financial report is not yet available or not yet transmitted to the GOCC, provided that the evidence/ proof of their financial reports have already been submitted for audit and that they disclose their unaudited financial reports instead. | 2022 Audited Financial Statement is yet to be received by PPA from COA. | ||
| II | 10.b | Is the annual report released within 90 days from release of audited financial report? | Y | The GOCC must explicitly state the 1.) date of receipt of the AFS from COA and 2.) the date when the Annual Report was released/published online | 2022 Audited Financial Statement is yet to be received by PPA from COA. | ||
| II | 10.c | Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? | Y | There should be a statement onlione made by the Directors and/or relevant officers confirming the truth/veracity and fairness of the GOCC's financial statements. | The 2022 Financial Statements contains a Statement of Management's Responsibility for Financial Statements which was signed by the Chairman of the Board of Directors and PPA General Manager. | Y | see Statement of Management's Responsibility for Financial Statements. |
| COMPONENT | GOCC SUBMISSION | ||||||
| GRP | ITEM | QUESTION | ANS | GUIDE | COMPLIANCE | ANS | REFERENCE LINK/SUPPORTING DOCUMENTS |
| III. Responsibilities of the Board | |||||||
| III | 12 | Did the GOCC achieve 90% in the PES? | Y | The GOCC must publish the GCG-validated performance scorecard on the year being assessed. | Awaiting results of validated 2022 Performance Scorecard from GCG. PPA self-rated the scorecard at 90.24%. | Y | see PPA 4th Quarter Monitoring Report of 2022 PES |
| COMPONENT | GOCC SUBMISSION | ||||||
| GRP | ITEM | QUESTION | ANS | GUIDE | COMPLIANCE | ANS | REFERENCE LINK/SUPPORTING DOCUMENTS |
| IV. Bonus | |||||||
| IV | 1 Stakeholder Relationship | Does the GOCC practice Global Reporting Index (GRI) on its annual reports? | Y | The GOCC must publicly disclose that it has adopted integrated reporting based on the GRI framework for its disclosures. | N | ||
| IV | 2 Timely release of annual financial report | Is the audited annual financial report/statement released within 30 days upon receipt from COA? | Y | The GOCC must explicitly state the date when the AFS was released from COA and when it was plublished. | 2022 Audited Financial Statement is yet to be received by PPA from COA. | ||
| V. Penalty | |||||||
| V | 1 Responsibilities of the Board | Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs? | N | The GOCC must name all the directorships of their Appointive Direcotrs to other GOCCs and PLCs. Should the Director have more than 5 positions in other GOCCs and PLCs, the GOCC will be marked N on this item. | N | ||
| V | 2 Responsibilities of the Board | Is there non-compliance with Good Governance Conditions? | N | The GOCC must disclose the results of GCG's evaluation of its good governance conditions. Should the GOCC fail to comply with two or more conditions, it will be marked N on this item. | Still awaiting results from IATF of PPA's noncompliance with Good Governance Conditions for CY 2022. | ||