| 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 | SB Corp P3 Success Stories | |
| b. Interaction with the communities | Y |
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| c. Environmentally-friendly value chain | Y | SB Corp Go Green Program for CY 2019 | |
| 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 – 8.4. Health and Welfare (page 20) | |
| b. Does the GOCC publish data relating to health, safety and welfare of its employees? | Y | Employee Health, Safety and Welfare Activities for CY 2019 | |
| c. Does the GOCC have training and development programmes for its employees? | Y | Training and Development Programs January 1 to December 31, 2019 | |
| d. Does the GOCC publish data on training and development programs for its employees? | Y | Training and Development Programs January 1 to December 31, 2019 | |
| 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 | SB Corp Website Whistleblowing Policy |
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| b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? | Y | SB Corp Website Whistleblowing Policy > Confidentiality |
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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 | Performance Agreement for the Year | |
| b. Financial performance indicators | Y | 2019 Performance Scorecard (SM 1 Increasing Total Portfolio, and SM 4 Improve Net Operating Income) | |
| Non-financial performance indicators | Y | Customer Satisfaction Survey 2019 | |
| 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 for CY 2019 | |
| 8. | Are the annual reports downloadable from the GOCC’s website? | Y | 2019 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 | Corporate Governance Confirmation Statement for CY 2019 |
| 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 |
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| b. Is the annual report released within 90 days from release of audited financial report? | Y |
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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 | Page 28 of the 2019 Annual Report – Statement of Management’s Responsibility for Financial Statements | |
| 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 | Strategy Map | |
| b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy? | Y | Manual of Corporate Governance, page 8 Specific Duties and Responsibilities of the Board | |
| 12. | Did the GOCC achieve 90% in the PES? | N/A | 2019 GCG- Validated Performance Scorecard |
| 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 – Section 2. Coverage (page 2) | |
| c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? | Y | Code of Conduct Compliance Certificate (page 27) | |
| 14. | Does the Board appoint a Nomination Compensation / Remuneration Committee? | Y | |
| 15. | Did the Nomination Compensation/Remuneration Committee meet at least twice during the year? | Y | The Committee held 7 meetings in 2019 (Reference: Board Attendance 2019) |
| 16. | If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed? | Y | Corporate Governance Committee 2019 Accomplishment Report |
| 17. | Does the Board appoint an Audit Committee? | Y | |
| 18. | If yes, is the report of the Audit Committee publicly disclosed | Y | Board Audit and Compliance Committee 2019 Accomplishment Report |
| 19. | Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)? | Y | Board of Director Resumes- Atty. Ferdinand D. Tolentino |
| 20. | Did the Audit Committee meet at least four times during the year? | Y | The Committee held 7 meetings in 2019 (Reference: Board Attendance 2019) |
| 21. | Does the Board appoint a Risk Management Committee? | Y | |
| 22. | If yes, is the report on Risk Management Committee publicly disclosed? | Y | Finance and Risk Oversight Committee 2019 Accomplishment Report |
| 23. | Does at least one member of the Risk Management Committee have a background in finance and investments? | Y | Board of Director Resumes- Atty. Ferdinand D. Tolentino |
| 24. | Board meetings and attendance | ||
| a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) | Y | Board of Directors Attendance 2019 | |
| b. Does the Board of Directors meet at least monthly? | N | Based on the Board of Directors Attendance 2019 no meeting was held on February and November. These were compensated by two Board Meetings held on April and September | |
| c. Did the Board of Directors meet on at least 75% on their scheduled meetings? | Y | Board of Directors Attendance 2019 | |
| 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 | 2019 Board Meetings (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 | 2019 Board Meetings (Last Paragraph) | |
| b. Is the Board Secretary trained in legal, accountancy or company secretarial practices? | Y | Key Officers’ Resume/Personal Data | |
| 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 | SB Corp Website – Manual of Corporate Governance page 18(c) Internal Audit, iv. | |
| 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 | 2019 Statement 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 | 2019 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 | ||
| c. Did all Appointive Directors attend at least 1 training for the calendar year? | Y | Trainings Attended for CY 2019 | |
| 30. | Board Appraisal | ||
| a. Is an annual performance assessment conducted of the Board of Directors? | Y | 2019 Performance of the Board and Board Level Committees | |
| b. Does the GOCC disclose the process followed in conducting the Board assessment? | Y | 2019 Performance of the Board and Board Level Committees | |
| 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 | 2019 Performance of the Board and Board Level Committees |
| IV. Bonus | |||
| 32. | Does the GOCC practice Global Reporting Index (GRI) on its annual reports? | Y | 2019 Annual Report |
| 33. | Is the audited annual financial report/statement released within 30 days upon receipt from COA? | Y |
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| V. Penalty | |||
| 34. | Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs? | N | None- 2019 Other Board of Director Membership |
| 35. | Is there non-compliance with Good Governance Conditions? | N |
None. SB Corporation is compliant with all Good Governance conditions. |
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