Corporate Governance Seal


CORPORATE GOVERNANCE SCORECARD FOR GOCCS

Questions Weight
 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?

CSR Statement, p. 6 "Corporate Contigency Management Policy"
0.010
b. Elaborates its efforts to interact witht the communities in which they operate?

CSR Statement, p. 4 "Corporate Social and Community Development"
0.010
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?

CSR Statement, p. 2 "Corporate Environmental Excellence Policy" and p. 4 "Corporate Watershed Management Policy"
Briefing on the Eco-friendly Office Program
0.010
2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?

Corporate Social Responsibility
a. Customer health and safety

CSR Statement, p. 6 "Corporate Contigency Management Policy"
0.010
b. Interaction with the communities

CSR Statement, p. 4 "Corporate Social and Community Development"
0.010
c. Environmentally-friendly value chain

CSR Statement, p. 2 "Corporate Environmental Excellence Policy" and p. 4 "Corporate Watershed Management Policy"
0.010
3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section?

Corporate Social Responsibility
0.010
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?

Citizens Charter
0.010
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?

CSR Statement, p. 5 "Corporate Public and Worker Health and Safety Policy"
0.010
b. Does the GOCC publish data relating to health, safety and welfare of its employees?

Safety and Good Housekeeping Program
Health and Wellness Program
2016 Emergency Preparedness Program Accomplishment
Health and Safety Report - Mindanao Generation
0.010
c. Does the GOCC have training and development programmes for its employees?

Training and Development Program
0.010
d. Does the GOCC publish data on training and development programs for its employees? 

Training and Development Program
0.010
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?

NPC Code of Conduct and Discipline
0.015
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?

NPC Whistle-Blowing Policy
0.015
 II. Disclosure and Transparency (35%)
7. Quality of annual report
Does the GOCC's annual report disclose the following items:
a. Corporate objectives

Charter Statement and Strategy Map
0.040
b. Financial performance indicators

2016 vs 2015 Financial Ratios
0.040
c. Non-financial performance indicators

2016 Performance Scorecard Accomplishment
2015 Performance Scorecard Accomplishment
2015 Annual Report, pp 15-20 "NPC Quick Facts and Figures"
0.040
d. Details of whistle-blowing policy

NPC Whistle-Blowing Policy
0.040
e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners

National Power Board
0.040
f. Training and/or continuing education programme attended by each director/commissioner

Training and Continuing Education Program
0.040
8. Are the Annual Reports downloadable from the GOCC's website?

Annual Reports
0.020
9. Corporate Governance Confirmation Statement
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?

NPC Corporate Governance Confirmation Statement
0.015
10. Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?

Financial Reports
0.025
b. Is the annual report released within 90 days from release of audited financial report?

2015 Annual Report
0.025
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?

2015 Audited Financial Report
0.025
 III. Responsibilities of the Board (50%)
11. Corporate Vision and Mission/Strategy
a. Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year?

NP Board Resolution No. 2015-36 (Excerpts from the minutes of the eight regular meeting)
0.015
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?

Corporate Governance Manual, Section 5b "Mandate and Responsibility of the Board for NPC's Performance", pp. 6-7
0.015
12. Did the GOCC achieve 90% in the PES?

2016 Performance Scorecard Accomplishment
0.040
13. Code of ethics or conduct
a. Are the details of the code of ethics or conduct disclosed?

Corporate Governance Manual
NPC Code of Conduct and Discipline
0.010
b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?

Corporate Governance Manual, Section 2, p. 3 for NP Board and Management
NPC Code of Conduct and Discipline, Article IV, Section 1, p. 8 for all NPC Personnel
0.010
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?

Corporate Governance Manual, Section 6c no. 17, pp. 10-11
0.010
14. Does the Board appoint  a Nomination and Compensation / Remuneration Committee?

NP Board Committees
0.015
15. Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year?

2016 NP Board Attendance Record and Committee Meetings
2015 Full-year Schedule of Board and Comittee Meetings
2015 NP Board Attendance Record and Committee Meetings
0.015
16. If yes, is the report of the Nomination and Compensation/Renumeration Committee publicly disclosed?

Notice of Issuance of Appointment
0.015
17. Does the Board appoint  an Audit Committee?

NP Board Committees
0.005
18. If yes, is the report of the Audit Committee publicly disclosed?

NP Board Audit Committee Minutes of Meeting
Corporate Governance Manual, Section 4b "Governing Principles of Good Governance of the NPC", no. 2, pp. 4-5
0.015
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?

Secretary CARLOS G. DOMINGUEZ III (DOF), NP Board Chairman
Secretary BENJAMIN E. DIOKNO (DBM), NP Board Member
0.015
20. Did the Audit Committee meet at least four times during the year?

NP Board Audit Committee Minutes of Meeting
2016 NP Board Attendance Record and Committee Meetings
2015 Full-year Schedule of Board and Comittee Meetings
2015 NP Board Attendance Record and Committee Meetings
0.015
21. Does the Board appoint  a Risk Management Committee?

NP Board Committees
0.005
22. If yes, is the report on Risk Management Committee publicly disclosed?

Corporate Governance Manual, Section 4b "Governing Principles of Good Governance of the NPC", no. 2, pp. 4-5
0.015
23. Does at least one member of the Risk Management Committee have a background in finance and investments?

Secretary CARLOS G. DOMINGUEZ III (DOF), NP Board Chairman
Secretary BENJAMIN E. DIOKNO (DBM), NP Board Member
0.015
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)

2017 NP Board and BRC Meetings Schedule
0.015
b. Does the Board of Directors meet at least monthly?

2016 NP Board Attendance Record and Committee Meetings
2015 Full-year Schedule of Board and Comittee Meetings
2015 NP Board Attendance Record and Committee Meetings
0.015
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?

2016 NP Board Attendance Record and Committee Meetings
2015 Full-year Schedule of Board and Comittee Meetings
2015 NP Board Attendance Record and Committee Meetings
0.015
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?

2016 NP Board Attendance Record and Committee Meetings
2015 NP Board Attendance Record and Committee Meetings
0.015
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?

2016 NP Board Attendance Record and Committee Meetings
2015 NP Board Attendance Record and Committee Meetings
0.015
25. Access to information
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?

NP Board Orientation Program p. 4
0.010
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?

Atty. Victor Gaudencio C. Garcia, Corporate Secretary
0.010
26. Internal Audit
a. Does the company have a separate internal audit function?

NPC Organizational Structure
0.015
b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?

Corporate Governance Manual, Section 5a "Powers and Functions of the Board" no. 5, pp. 5-6
0.015
27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management systems it has in place?

Risk Management Manual (Excerpts from the manual)
0.010
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?

NP Board Statement on the Internal Controls and Risk Management
NP Board Resolution No. 2015-10 (Excerpts from the minutes of the third regular meeting
0.010
c. Does the company disclose how key risks are managed?

Borrowings, Subsidies and Financial Risks Exposure, Schedule of Insurance Policies, Scope and Coverages, pp. 5-6
Risk Management Manual (Excerpts from the manual)
0.010
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?

NP Board Statement on the Internal Controls and Risk Management
2015 Annual Report, pp 4-5 "NP Board Chairman and Vice Chairman's Statements"
0.010
28. Board Chairman
Do different persons assume the roles of Chairman and CEO?

National Power Board
0.010
29. Board of Directors Development
a. Does the GOCC have orientation programmes for new Directors?

NP Board Orientation Program
Briefing Material
0.015
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?

Corporate Governance Manual, Section 5h "Annual Performance Evaluation of the Board", p. 8 and Section 8 "Board Committees", no. 2c, p. 14
0.015
c. Did all Appointive Directors attend at least 1 training for the calendar year?

Training and Continuing Education Program
0.015
30. Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors?

Corporate Governance Manual, Section 5h "Annual Performance Evaluation of the Board", p. 8
0.015
b. Does the GOCC disclose the process followed in conducting the Board assessment?

Corporate Governance Manual, Section 5h second paragraph "NPC adopts GCG Memorandum Circular No. 2014-03 (3rd Issue) dated 26 October 2015, (Performance Evaluation for Directors in the GOCC Sector)", p. 8
0.015
c. Does the GOCC disclose the criteria used in the Board assessment?

Corporate Governance Manual, Section 5h second paragraph "NPC adopts GCG Memorandum Circular No. 2014-03 (3rd Issue) dated 26 October 2015, (Performance Evaluation for Directors in the GOCC Sector)", p. 8
0.015
31. Committee Appraisal
Is an annual performance assessment conducted of the Board of Directors Committees?

Corporate Governance Manual, Section 8 "Board Committees", nos. 2a and 2d, p. 14
0.015
 BONUS
Stakeholder Relationships
1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports? 0.020
Disclosure and Transparency
2. Quality of Annual Report
Are the audited annual financial report/statement released within 30 days upon the receipt from COA?

Financial Reports
0.020
 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? 0.020
2. Is there non-compliance with Good Governance Conditions? 0.020