| No. | Question | Y/N | Link Source |
|---|---|---|---|
| I. Stakeholder Relationships | |||
| 1. | Does the GOCC disclose a policy that: | ||
| a. Stipulates the existence and scope of its effort to address customer’s welfare? | Y | ||
| b. Elaborates its efforts to interact with the communities in which they operate? | Y | ||
| c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | Y | ||
| 2. | Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? | ||
| a. Customer health and safety | Y | ||
| b. Interaction with the communities | Y |
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| c. Environmentally-friendly value chain | Y | 2021 SB Corporation GO Green Program Report | |
| 3. | Does the GOCC have a separate Corporate Social Responsibility (CSR) report/section or sustainability report/section? | Y | |
| 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 | Feedback Section – https://sbcorp.gov.ph/feedback-form/ |
| 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? | Y |
Code of Conduct(Page 15 of 29, 7.1.1 Officers and Employees, e.) |
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| b. Does the GOCC publish data relating to health, safety and welfare of its employees? | Y | Employee Health, Safety and Welfare Activities for CY 2021 | |
| c. Does the GOCC have training and development programmes for its employees? | Y | Training and Development Programs January 1 to December 31, 2021 | |
| d. Does the GOCC publish data on training and development programs for its employees? | Y | Training and Development Programs January 1 to December 31, 2021 | |
| 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? | Y | Whistleblowing Policy | |
| b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? | Y |
(Page 3 of 5, 11. Protection of a Whistleblower Against Retaliation)
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| II. Disclosure and Transparency | |||
| 7. | Quality of the Annual Report Does the GOCC disclose the following items: |
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| a. Corporate Objectives | Y |
2021 Performance Scorecard (Page 2 of 6, 2021 Charter Statement and Strategy Map) |
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| b. Financial performance indicators | Y | 2021 Performance Scorecard – Accomplishment Report for CY 2021 (Initial) | |
| c. Non-financial performance indicators | Y | 2021 Performance Scorecard – Accomplishment Report for CY 2021 (Initial) | |
| d. Details of whistle-blowing policy | Y | SB Corp Website – Whistleblowing Policy | |
| e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners | Y | Board of Director Resumes | |
| f. Training and/or continuing education programme attended by each director/commissioner | Y | Trainings Attended by the Board of Directors for CY 2021 | |
| 8. | Are the annual reports downloadable from the GOCC’s website? | Y | 2021 Annual Report |
| 9. | 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? | Y | 2021 Corporate Governance Confirmation 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? | Y |
2021 Audited Annual Financial Report/Statement Date Audited Annual Financial Report was received from COA: June 30, 2022 Date Released/Uploaded on SB Corporation website: July 4, 2022 |
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| b. Is the annual report released within 90 days from release of audited financial report? | Y |
Date of receipt of the Audited Annual Financial Report from COA: June 30, 2022
Date of Release/upload on the website of the 2021 Annual Report: September 23, 2021
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| 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 |
2021 Audited Annual Financial Report/Statement (Page 22/148 – Statement of Management’s Responsibility) |
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| III. Responsibility of the Board | |||
| 11. | Corporate Vision/Mission | ||
| a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year? | Y | Excerpts of the Board Planning | |
| b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy? | Y |
Manual of Corporate Governance (Page 8 of 32, Specific Duties and Responsibilities of the Board) |
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| 12. | Did the GOCC achieve 90% in the PES? | N/A | 2021 GCG- Validated Performance Scorecard is not yet available |
| 13. | Code of Ethics or Conduct | ||
| a. Are the details of the code of ethics or conduct disclosed? | Y | Code of Conduct | |
| b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code? | Y | Code of Conduct (Page 4 of 29, Section 2. Coverage) | |
| c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? | Y |
Code of Conduct (Page 28 of 29, Code of Conduct Compliance Certificate) |
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| 14. | Does the Board appoint a Nomination Compensation / Remuneration Committee? |
Y |
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| 15. | Did the Nomination Compensation/Remuneration Committee meet at least twice during the year? | Y |
The Corporate Governance Committee held 5 meetings in 2021 |
| 16. | If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed? | Y | 2021 Corporate Governance Committee Accomplishment Report |
| 17. | Does the Board appoint an Audit Committee? | Y | |
| 18. | If yes, is the report of the Audit Committee publicly disclosed | Y | 2021 Board Audit and Compliance Committee Accomplishment Report |
| 19. | Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)? | Y |
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| 20. | Did the Audit Committee meet at least four times during the year? | Y |
The Board Audit and Compliance Committee held 6 meetings in 2021. |
| 21. | Does the Board appoint a Risk Management Committee? | Y |
2021 Board Committee Membership
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| 22. | If yes, is the report on Risk Management Committee publicly disclosed? | Y | 2021 Finance and Risk Oversight Committee Accomplishment Report |
| 23. | Does at least one member of the Risk Management Committee have a background in finance and investments? | Y |
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| 24. | Board meetings and attendance | ||
| a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) | Y | 2021 Attendance Records | |
| b. Does the Board of Directors meet at least monthly? | Y | 2021 Attendance Records | |
| c. Did the Board of Directors meet on at least 75% on their scheduled meetings? | N | ||
| d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year? | N |
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| e. Did the Board of Directors meet separately at least once during the year without the President/CEO present? | Y |
(3rd paragraph) |
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| 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? | Y | 2021 Board Meetings (Last Paragraph) | |
| b. Is the Board Secretary trained in legal, accountancy or company secretarial practices? | Y | Personal Data of SB Corporation’s Key Officers (as of December 31, 2021) – Reotutar, Jessie R. | |
| 26. | Internal Audit | ||
| a. Does the company have a separate internal audit function? | Y | Organizational Chart | |
| b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | Y |
Manual of Corporate Governance (Page 18 of 32, (c) Internal Audit) |
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| 27. | Risk Oversight | ||
| a. Does the company disclose the internal control procedures/risk management systems it has in place? | Y | Disclosure on material risk factor and measures taken to manage such risks | |
| 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 | 2021 Statement on Review of Financial , Operational and Risk Management System | |
| c. Does the company disclose how key risks are managed? | Y | Disclosure on material risk factor and measures taken to manage such risks | |
| 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 | 2021 Statement Confirming Adequacy of Internal Controls | |
| 28. | Board Chairman Do different persons assume the roles of Chairman and CEO? |
Y | Board of Director Resumes– Usec. Blesila Lantayona as acting chairman and Ma. Luna E. Cacanando as President and CEO |
| 29. | Orientation Program /Continuous Professional Education Program | ||
| a. Does the GOCC have orientation programs for new Directors? | Y |
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| b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programs? | Y |
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| c. Did all Appointive Directors attend at least 1 training for the calendar year? | Y | Trainings Attended by the Board of Directors for CY 2021 | |
| 30. | Board Appraisal | ||
| a. Is an annual performance assessment conducted of the Board of Directors? | Y | 2021 Board Performance Assessment | |
| b. Does the GOCC disclose the process followed in conducting the Board assessment? | Y | ||
| c. Does the GOCC disclose the criteria used in the Board assessment? | Y | ||
| 31. | Is an annual performance assessment conducted of the Board of Directors Committees | Y | |
| IV. Bonus | |||
| 32. | Does the GOCC practice Global Reporting Index (GRI) on its annual reports? | Y |
(Page 49)
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| 33. | Is the audited annual financial report/statement released within 30 days upon receipt from COA? | Y |
2021 Audited Annual Financial Report/Statement Date Audited Annual Financial Report was received from COA: June 30, 2022 Date Released/Uploaded on SB Corporation website: July 4, 2022 |
| V. Penalty | |||
| 34. | Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs? | N | None – 2021 Other Board of Director Memberships |
| 35. | Is there non-compliance with Good Governance Conditions? | N |
None. SB Corporation is compliant with all Good Governance conditions. Note: Results of the validation of the validating agencies of the compliance to Good Governance Conditions for FY 2021 PBB are not yet released. |
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