| 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 | ||
| c. Environmentally-friendly value chain | Y | 2023 SB Corporation Go Green Report | |
| 3. | Does the GOCC have a separate Corporate Social Responsibility (CSR) report/section or sustainability report/section? | Y |
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| 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 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 |
Page 15 of 29, 7.1.1 Officers and Employees, e. Page 22 of 29, 8.4 Health and Welfare
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| b. Does the GOCC publish data relating to health, safety and welfare of its employees? | Y | ||
| c. Does the GOCC have training and development programmes for its employees? | Y | ||
| d. Does the GOCC publish data on training and development programs for its employees? | Y | ||
| 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 |
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| b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? | Y |
(Page 4 of 7, 10. Protection of a Whistleblower Against Retaliation)
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| II. Disclosure and Transparency | |||
| 7. | Does the GOCC’s website disclose the following items: | ||
| a. Corporate Objectives | Y |
[Page 2 of 7, 2023 Charter Statement and Strategy Map (Annex A)]
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| b. Financial performance indicators | Y | ||
| c. Non-financial performance indicators | Y | ||
| 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 Directors’ Resumes | |
| f. Training and/or continuing education programme attended by each director/commissioner | Y | Trainings Attended by the Board of Directors for CY 2023 | |
| 8. | Are the annual reports downloadable from the GOCC’s website? | Y | 2023 Annual Report is not yet available |
| 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 | 2023 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 |
2023 COA Annual Audit Report is not yet available. Date Audited Annual Financial Report is received from COA: pending Date Released/Uploaded on SB Corporation website: pending |
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| b. Is the annual report released within 90 days from release of audited financial report? | Y |
2023 Annual Report is not yet available |
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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 | 2023 COA Annual Audit Report is not yet available
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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 | 2023 SB Corporation Board Strategic Planning – Excerpts of Minutes of the Meeting | |
| 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 |
2023 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 6 meetings in 2023. |
| 16. | If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed? | Y | 2023 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 | 2023 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 8 meetings in 2023. |
| 21. | Does the Board appoint a Risk Management Committee? | Y |
2023 Board Committee Membership
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| 22. | If yes, is the report on Risk Management Committee publicly disclosed? | Y | 2023 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 | ||
| b. Does the Board of Directors meet at least monthly? | Y | ||
| 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? | Y |
All Directors/Alternates attended at least 90% of the Board Meetings (2nd paragraph) |
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| e. Did the Board of Directors meet separately at least once during the year without the President/CEO present? | Y |
In the 366th Board Meeting held on 26 October 2023, President and CEO Robert C. Bastillo stepped out from the meeting for the election of President and CEO (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 |
(4th and last paragraph) |
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| 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, 2023) – Lopez, Francis Angelo A |
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| 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 | Risk Management | |
| 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 | 2023 Statement on Review of Financial, Operational and Risk Management System | |
| c. Does the company disclose how key risks are managed? | Y | Risk Management | |
| 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 | 2023 Statement Confirming Adequacy of Internal Controls | |
| 28. | Board Chairman Do different persons assume the roles of Chairman and CEO? |
Y |
Usec. Blesila Lantayona is the Acting Chairperson and Robert C. Bastillo is the 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 20223 | |
| 30. | Board Appraisal | ||
| a. Is an annual performance assessment conducted of the Board of Directors? | Y | ||
| 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 |
2023 Annual Report is not yet available
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| 33. | Is the audited annual financial report/statement released within 30 days upon receipt from COA? | Y |
2023 COA Annual Audit Report is not yet available.
Date Audited Annual Financial Report is received from COA: pending
Date Released/Uploaded on SB Corporation website: pending |
| V. Penalty | |||
| 34. | Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs? | N | None – 2023 Other Board of Director Memberships |
| 35. | Is there non-compliance with Good Governance Conditions? | N |
None. Per self-assessment, SB Corporation is compliant with all Good Governance conditions.
Note: Validation of Compliance to Good Governance Conditions for FY 2023 is ongoing.
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