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NATIONAL POWER CORPORATION CORPORATE GOVERNANCE SCORECARD
# QUESTION YES NO LINK SOURCE
1. Does the GOCC disclose a policy that:      
a. Stipulates the existence and scope of its effort to address customer's welfare?  
  • CSR Statement, "Corporate Contingency Management Policy" and "Public Involvement"
b. Elaborates its efforts to interact with the communities in which they operate?  
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?  
  • CSR Statement, "Corporate Environmental Excellence Policy" and "Corporate Watershed 
2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?       
a. Customer health and safety  
b. Interaction with the communities  
c. Environmentally-friendly value chain  
3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section?    
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?  
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, "Corporate Public and Worker Health and Safety Policy"
b. Does the GOCC publish data relating to health, safety and welfare of its employees?  
c. Does the GOCC have training and development programmes for its employees?  

    b. Training and development (programs and relevant data)

d. Does the GOCC publish data on training and development programs for its employees?  
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?    
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?  
7. Does the GOCC's annual report disclose the following items:       
a. Corporate objectives  

a. Corporate objectives

b. Financial performance indicators  

b. Financial performance indicators

c. Non-financial performance indicators  

c. Non-financial performance indicators

d. Details of whistle-blowing policy  

d. Details of whistle blowing policy

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

e. Biographical details of directors/commissioners

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

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

8. Are the annual reports downloadable from the GOCC's website?  
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?  

g. Statement of full compliance with the code of Corporate Governance

10. Timely filing/release of annual/financial reports      
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?  
b. Is the annual report released within 90 days from release of audited financial report?    
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?  
11. Corporate Vision and Mission/ Strategy      
a. Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year?  
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?  
12. Did the GOCC achieve 90% in the PES?   
13. Code of ethics or conduct      
a. Are the details of the code of ethics or conduct disclosed?  

As public officials, NPC Directors, Officers, and personnel are covered by the provisions of Republic Act No. 6713 (Code of Conduct and Ethical Standards for Public Officials and Employees), thus, they are expected to promote a high standard of ethics in public service and be accountable to the people and shall discharge their duties with utmost responsibility, integrity, competence, and loyalty, act with patriotism and justice, lead modest lives, and uphold public interest over personal interest. (Section 16, NPC-CGM).

In faithful adherence to their fiduciary duties to the State, the Directors are expected to observe and comply with all the laws, rules, regulations and corporate governance standards. The Directors must always act for the best interests of the corporation and therefore, commit to exercise extraordinary diligence, skill and utmost good faith. Ethically, they are required and expected to act with utmost and undivided loyalty to NPC and to avoid conflicts of interests. (Section 16, NPC-CGM).

NPC’s Code of Conduct and Discipline have likewise been communicated to all existing and new appointive director, officers and employees through an annual orientation program, and is available on the NPC internet and intranet for ease of access. NPC’s HR Department also monitors the organization’s compliance with the Code and furnishes copy of results to all functional groups and employees concerned.

b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?  
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?  
14. Does the Board appoint a Nomination Compensation / Remuneration Committee?    
15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?  
16. If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed?  
17. Does the Board appoint an Audit Committee?   
18. If yes, is the report of the Audit Committee publicly disclosed?   
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?  

e. Biographical details of directors/commissioners

20. Did the Audit Committee meet at least four times during the year?  
21. Does the Board appoint a Risk Management Committee?   
22. If yes, is the report on Risk Management Committee publicly disclosed?   
23. Does at least one member of the Risk Management Committee have a background in finance and investments?  

e. Biographical details of directors/commissioners

24. Board meetings and attendance      
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)  
b. Does the Board of Directors meet at least monthly?  
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?  
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?  
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?  
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?  
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?  
26. Internal Audit      
a. Does the company have a separate internal audit function?  
b. Is the head of the internal audit identified or if outsourced, the name of the external firm is disclosed?  
c. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?    
27. Risk Oversight      
a. Does the company disclose the internal control procedures/risk management systems it has in place?  
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?  
c. Does the company disclose how key risks are managed?  
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?  
28. Board Chairman and CEO      
a. Do different persons assume the roles of Chairman and CEO?  

e. Biographical details of directors/commissioners

29. Orientation Program      
a. Does the GOCC have orientation programs for new Directors?  
 b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programs?  
c. Did all Appointive Directors attend at least 1 training for the calendar year?  
30. Board Appraisal      
a. Is an annual performance assessment conducted of the Board of Directors?  

Aside from the performance assessment done through the iPED pursuant to GCG MC No. 2014-03, the Board Members also conducted an overall performance assessment for the Board as whole in order to assess/determine its effectiveness in carrying out its responsibilities, strengthen its governance performance and practices, and help it determine its development priorities.

For CY 2018, the performance assessment for the Board and for its Committees was conducted on 28 March 2019.

For the overall performance assessment of the Board, the Board members conducted a focus group discussion (in executive session during a Board meeting) whereby the overall performance of the Board was evaluated in terms of attendance, target vs actual meetings conducted, corporate performance targets and accomplishments, and policies and strategies adopted. The directors also evaluated the gaps observed, their roles in addressing such gaps, and whether or not they have been accorded reasonable opportunity to impart their concerns and effectively work as a team in carrying out their fiduciary duties.

In conducting the Board’s Overall Performance Assessment, criteria as follows were observed:

   Performance Evaluation System (PES) Rating – 50%

   Board’s Performance Review Rating – 50%

b. Does the GOCC disclose the process followed in conducting the Board assessment?  
c. Does the GOCC disclose the criteria used in conducting the Board assessment?  
 31. Committee Appraisal      
a. Is an annual performance assessment conducted of the Board of Directors Committees?  

An annual performance assessment is conducted for each Board Committee. For the overall performance assessment of the Board Committees, the Board Committee members conducted a focus group discussion whereby the overall performance of their Committee was evaluated in terms of attendance, target vs actual meetings conducted, work plan targets and accomplishments, and policies and strategies they recommended for adoption by the NP Board. The committee members also evaluated the gaps observed, their roles in addressing such gaps, and whether or not they have been accorded reasonable opportunity to impart their concerns and effectively work as a team in carrying out their fiduciary duties.

Further, Board members who are not part of the Committee were also asked to evaluate the performance of the Committee in order to gain an outside perspective/impression on the effectiveness of the Committee in carrying out its key responsibilities.

 Stakeholder Relationship      
1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports?    
 Disclosure and Transparency      
 Quality of Annual Report      
2. Is the audited annual financial report/statement released within 30 days upon receipt from COA?    
 Responsibilities of the Board      
1. Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs?    
2. Is there non-compliance with Good Governance Conditions?