PNOC Renewables Corporation Corporate Governance Scorecard

 

  GCG Standard Link
1. Does the GOCC disclose a policy that:
a. Stipulates the existence and scope of its effort to address customer's welfare?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG2017/1.a.CustomerWelfare.pdf 

b. Elaborates its efforts to interact with the communities in which they operate?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/GCG2017/1.b.Interactionwithcommunities.pdf

c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?

Yes, see the attached document.

http://www.pnoc-rc.com.ph /GCG2017/1.c.Sustainabledevelopment.pdf 

2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?
a. Customer health and safety

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG2017/CSRPolicy.pdf 

b. Interaction with the communities

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG2017/Interaction2.pdf 

c. Environmentally-friendly value chain

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/TreePlantingActivity/Treeplanting2017.pdf 

3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section?

Yes, see the attached link.

http://www.pnoc-rc.com.ph/index.php/corporate-social-responsibility 

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, see the attached link.

http://www.pnoc-rc.com.ph/index.php/contact-us

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, see the attached document.

Health and Safety Policy

b. Does the GOCC publish data relating to health, safety and welfare of its employees?

Yes, see the attached documents.

Health and Safety Policy

2018 3Q Safety Report Accidental Analysis

2018 2Q Safety Report Accidental Analysis

2018 1Q Safety Report Accidental Analysis

2017 4Q Safety Report Accidental Analysis

2016 4Q Safety Report Accidental Analysis

2015 4Q Safety Report Accidental Analysis

c. Does the GOCC have training and development programmes for its employees?

Yes, see the attached documents.

DI-04-006 Human Resources Department v3.pdf (see pages 22 to 38)

Summary of Actual Trainings 2018

Summary of Actual Trainings 2017

Summary of Actual Trainings 2016

Summary of Actual Trainings 2015

d. Does the GOCC publish data on training and development programs for its employees?

DI-04-006 Human Resources Department v3.pdf (see pages 22 to 38)

Summary of Actual Trainings 2018

Summary of Actual Trainings 2017

Summary of Actual Trainings 2016

Summary of Actual Trainings 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?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG2017/6.a.Whistleblowing.pdf 

b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG2017/6.b.Unethicalbehaviorfromretaliation.pdf

7. Quality of Annual Report Does the GOCC’s Annual Report disclose the following items:
a. Corporate Objectives

Yes, see page 3 of the 2017 Annual Report.

Annual Report 

For previous years, kindly refer to the specific Annual Report under item number 8.

b. Financial performance indicators

Yes, see page 3 of the 2017 Annual Report.

Annual Report

For previous years, kindly refer to the specific Annual Report under item number 8.

c. Non-financial performance indicators

Yes, see page 3 of the 2017 Annual Report.

Annual Report 

For previous years, kindly refer to the specific Annual Report under item number 8.

d. Details of whistleblowing policy

Yes, see pages 26 to 28 of the 2017 Annual Report.

Annual Report

For previous years, kindly refer to the specific Annual Report under item number 8.

e. Biographical details (at least age, qualifications, date of first appointment, relevant experience and any other directorships of listed companies) of directors/commissioners

Yes, see page 30 of the 2017 Annual Report.

Annual Report 

f. Training and/or continuing education programme attended by each director/commissioner

Yes, see page 31 of the 2017 Annual Report.

Annual Report 

For previous years, kindly refer to the specific Annual Report under item number 8.

8. Is the annual report downloadable from the GOCC’s website?

Yes, see the attached documents.

Annual Report 2017

Annual Report 2016

Annual Report 2015

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 issue?

Yes, see page 33 of the 2017 Annual Report.

Annual Report

10. Timely filing/release if annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?

Yes - Audited Financial Statement 2017 - Date Received: March 16, 2017, Data Uploaded: April 18, 2017

www.pnoc-rc.com.ph/images/Transparency/SKMBT_C45216050611400.pdf 

b. Is the annual report released within 90 days from release of audited financial report?

Yes - Date of Upload of AFS April 18, 2018

Date of Upload of Annual Report June 6, 2018

Annual Audit Report
Year of the Report Date Received from COA Date Submitted to BIR Date Submitted to SEC Date Uploaded
2017 March 16, 2018 April 13, 2018 May 10, 2018 April 19, 2018
2016 March 30, 2017 April 12, 2017 May 18, 2017 April 17, 2017

 

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?

Yes, see the attached documents.

Statement of Management's Responsibility for Annual Income Tax Return - 2016

Statement of Management's Responsibility for Annual Income Tax Return - 2015

Statement of Management's Responsibility for Annual Income Tax Return - 2014

Statement of Management's Responsibility for Annual Income Tax Return - 2012

11. Corporate Vision/Mission
a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year?

Yes, see the attached documents.

http://www.pnoc-rc.com.phimages/GCG2017/11aVisionMissionBusinessPlan.pdf

https://drive.google.com/open?id=1jm3SteJSCDrqdATtmmCh7jYlm17B7NLo

b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy

Yes, see the attached documents.

http://www.pnoc-rc.com.phimages/GCG2017/11aVisionMissionBusinessPlan.pdf

https://drive.google.com/open?id=1jm3SteJSCDrqdATtmmCh7jYlm17B7NLo 

12. Did the GOCC achieve 90% in the PES?

Yes, see the attached documents.

Performance Evaluation System - 2013

Performance Evaluation System - 2014

Performance Evaluation System - 2015

Performance Evaluation System - 2016

Performance Evaluation System - 2017

13. Code of Ethics or Conduct
a. Are the details of the Code of Ethics or Conduct disclosed?

Yes, see the attached documents.

Disclosure of Code of Conduct and Ethical Standards - 2017

Disclosure of Code of Conduct and Ethical Standards - 2016 

b. Does the GOCC disclose that all Directors/Commissioner, senior management and employees are required to comply with the Code?

Yes, see the attached documents.

Disclosure of Code of Conduct and Ethical Standards - 2017

Disclosure of Code of Conduct and Ethical Standards - 2016

c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct.

Yes, see the attached documents.

Disclosure of Code of Conduct and Ethical Standards - 2017

Disclosure of Code of Conduct and Ethical Standards - 2016

14. Does the Board appoint a Nomination Compensation/Remuneration Committee?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG2017/14.NomAndRemCommitteeRev2.pdf 

SKMBT_C45218112313500.pdf

15. Did the Nomination Compensation Committee meet at least twice during the year?

Yes, see the attached notices and attendance sheets.

Notice of Nomination and Remuneration Committee Meetings - 2017

Attendance of Nomination and Remuneration Committee Meetings - 2017

Notice of Nomination and Remuneration Committee Meetings - 2016

Attendance of Nomination and Remuneration Committee Meetings - 2016

16. If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed?

Yes, see the attached 2016-2017 reports.

Nomination and Remuneration Committee Report - 2017

Nomination and Remuneration Committee Report - 2016

17. Does the Board appoint an Audit Committee?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG2017/17.AuditCommitteeRev2.pdf 

SKMBT_C45218112313500.pdf

18. If yes, is the report of the Audit Committee publicly disclosed?

Yes, please see the attached 2016-2017 report.

https://www.pnoc-rc.com.ph/images/GCG2017/18.AuditCommitteeReport1617.pdf 

19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?

Yes, see the attached resumes.

http://www.pnoc-rc.com.ph/images/GCG/secretarycertificate.pdf

http://www.pnoc-rc.com.ph/imagesimages/GCG2017/19.AMCResume.pdf

http://www.pnoc-rc.com.ph/images/GCG2017/Resume-DGG.pdf

20. Did the Audit Committee meet at least four times during the year?

Yes, please see the attached notices and attendance sheets.

images/GCG2017/20.AuditCommitteeAttendance17.pdf

http://www.pnoc-rc.com.ph/images/GCG2017/20.AuditCommitteeAttendance16.pdf

21. Does the Board appoint a Risk Management Committee?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG2017/21.RiskManagementCommitteeRev2.pdf 

SKMBT_C45218112313500.pdf

22. If yes, is the report of Risk Management Committee publicly disclosed?

Yes, see the attached 2016-2017 report.

http://www.pnoc-rc.com.ph/images/GCG2017/22.RiskManagementCommitteeReport1617.pdf 

SKMBT_C45218112313500.pdf

23. Does at least one member of the Risk Management Committee have a background in finance and investments?

Yes, see the attached resumes.

http://www.pnoc-rc.com.ph/images/Team/New/AMC.pdf

http://www.pnoc-rc.com.ph/images/GCG2017/Resume-DGG.pdf 

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 the attached Secretary's Certificate.

Board Schedules and Materials Protocol 

b. Does the Board of Directors meet at least monthly?

Yes, see the attached documents and notation.

http://www.pnoc-rc.com.ph/images/GCG2017/24.b.2016-attendance.pdf

http://www.pnoc-rc.com.ph/images/GCG2017/24.b.2017-attendance.pdf 

c. Did the Board of Directors meet on at least 75% on their scheduled meetings?

Yes, see the attached documents.

http://www.pnoc-rc.com.ph/images/GCG2017/24.b.2016-attendance.pdf

http://www.pnoc-rc.com.ph/images/GCG2017/24.b.2017-attendance.pdf 

d. Has each of the Directors/commissioners attended at least 90% of all the board meetings held during the year?

Yes, see the attached documents.

http://www.pnoc-rc.com.ph/images/GCG2017/24.c.d.2016BoardMeetingAttendancePercentage.pdf

http://www.pnoc-rc.com.ph/images/GCG2017/24.c.d.BoardMeetingAttendancePercentageRev21.pdf 

e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG2017/24.e.BoardMeetingw_oPresidentCEO.pdf 

25. Access to information
a. Does the GOCC have a policy that stipulate that board papers for Board of Directors meetings be provided to the Board at least 3 working days in advance of the board meeting?

Yes, see the attached document.

Board Schedules and Materials Protocol

b. Is the board secretary trained in legal, accountancy or company secretarial function?

Yes, PNOC RC's Corporate Secretary is a lawyer.

http://www.pnoc-rc.com.ph/images/GCG2017/25.b.AlfonsoOriosteJr.-Resum.pdf 

http://www.pnoc-rc.com.ph/images/Team/RESUME.AJB_WEBSITE.pdf

26. Internal Audit
a. Does the company have a separate internal audit function?

Yes, PNOC RC has a separate audit department. Please see attached Approved Organizational Structure.

Approved Organizational Structure

Job Profile - Chief Internal Auditor

b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?

Yes, the appointment and removal require the approval of the Audit Committee and PNOC RC Board.

https://drive.google.com/open?id=1XbO-rMdhdXNqDAD3nb9qAM4jharFkgIn

Job Profile - Chief Internal Auditor

27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management system it has in place?

Yes, see page 6 of the 2017 Annual Report.

Annual Report

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?

Yes, see page 6 paragraph 5 of the Annual Report.

Annual Report

c. Does the company disclose how key risks are managed?

Yes, see attached documents.

Risk Management Plan 2017

Risk Management Plan 2016

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?

Yes, see page 6 paragraph 5 of the Annual Report.

Annual Report

28. Board Chairman
a. Do different persons assume the roles of Chairman and CEO?

Yes, Chairman Alfonso J. Cusi/Evelyn M. Paulino and President/CEO John J. Arenas.

http://www.pnoc-rc.com.ph/images/GCG2017/28.ChairmanoftheBoardAGC_EMP.pdf

http://www.pnoc-rc.com.ph/images/GCG2017/28.PresidentandCEO.pdf 

 

29 Board of Directors Development
a. Does the GOCC have orientation programmes for new Directors?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG/ORIENTATION_DIRECTORS.pdf 

b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?

Yes, see the attached document.

http://www.pnoc-rc.com.ph/images/GCG/POLICY_CONTINUINGEDUCATION_BOD.pdf 

c. Did all appointive Directors attend at least 1 training for the calendar year?

Yes, see attached document for 2016-2017.

http://www.pnoc-rc.com.ph/images/GCG2017/29.c.TrainingAndContinuingEducationOfDirectorsRev2.pdf

30 Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors?

Yes, an annual appraisal of the members of the Board is conducted. The parameters of the appraisal have been reviewed by the Nomination and Remuneration Committee and presented to the Board of Directors for approval. On 26 February 2016, the Board approved the annual appraisal and parameters thereof. It also enjoined the Corporate Secretary to conduct the appraisal and collate the results to be reported to the Governance Committee and Board of Directors.

http://www.pnoc-rc.com.ph/images/GCG2017/30.a.BoardAppraisal.pdf 

b. Does the GOCC disclose the process followed in conducting the Board assessment?

Yes, the Board resolved to conduct an annual appraisal of Board Members on 26 February 2016 as part of its continuing effort for good governance. The appraisal shall consist of the self-appraisal of the Board Member, an appraisal of the Board of Directors as a whole and an appraisal of the Committees. The result of the evaluation shall be collated by the Corporate Secretary and the result presented to the Governance Committee and Board of Directors. A copy of the Board approved appraisal is found below:

http://www.pnoc-rc.com.ph/images/GCG2017/30.b.c.31.BoardAndCommitteeAppraisal.pdf 

c. Does the GOCC disclose the criteria used in the Board assessment?

Yes, the criteria for appraisal is found below:

http://www.pnoc-rc.com.ph/images/GCG2017/30.b.c.31.BoardAndCommitteeAppraisal.pdf 

31 Committee Appraisal
a. 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 link below:

http://www.pnoc-rc.com.ph/images/GCG2017/30.b.c.31.BoardAndCommitteeAppraisal.pdf 

  Stakeholder Relationships
1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports?

Yes, see page 40 of the 2017 Annual Report

Annual Report 2017

2. Is the audited annual financial report/statement release within 30 days upon receipt from COA Yes, Audited Financial Statement 2015 - Date Received: April 27, 2016, Data Uploaded: May 6, 2016
Annual Audit Report
Year of the Report Date Received from COA Date Submitted to BIR Date Submitted to SEC Date Uploaded
2016 March 30, 2017 April 12, 2017 May 18, 2017 April 17, 2017
  Responsibilities of the Board
1. Are there members of the Board of Directors who hold more than five positions in GOCCs and PLCs?

No Board Member of PNOC Renewables Corporation held more than five (5) position in another GOCC and publicly listed company.

http://www.pnoc-rc.com.ph/images/GCG2017/SKMBT_C45218010711170.pdf 

2. Is there non-compliance with Good Governance Conditions?

There is no non-compliance with Good Governance Conditions

http://www.pnoc-rc.com.ph/images/GCG2017/SKMBT_C45218010711170.pdf  

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