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DBP CORPORATE GOVERNANCE SCORECARD* FOR 2017**

QUESTION YES NO 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?
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?
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 stakeholders 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?
  • 2017 Annual Report, page 70, (Customer Service, First and Foremost)
  • Section F.2. Contact Details, Corporate Governance Page
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?
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?
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.
  • 2017 Annual Report, page 32 (GOVERNANCE)

“The bank has institutionalized a Whistleblower Protection Policy with the issuance of DBP Circular No. 16, s. 2013 that aims to encourage responsible reporting of acts or omissions constituting illegal activities and corrupt practices.”

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?
II. Disclosure and Transparency
7. Quality of the Annual Report. Does the GOCC’s AR disclose the following items:
a. Corporate Objective
b. Financial performance indicators
c. Non-financial performance indicators
d. Details of whistleblowing policy
  • 2017 Annual Report, page 32 (GOVERNANCE)

“The bank has institutionalized a Whistleblower Protection Policy with the issuance of DBP Circular No. 16, s. 2013 that aims to encourage responsible reporting of acts or omissions constituting illegal activities and corrupt practices.” 

e. Biographical details (directors)
  • 2017 Annual Report, pages 40-43 (BOARD OF DIRECTORS PROFILE)
f. Trainings or continuing education (directors)
  • 2017 Annual Report, pages 44-45 (List of Training Programs Attended by Members of the DBP Board of Directors for 2017)
8. Are the Annual Reports downloadable from the GOCC’s website?
  • See Publication link
  • Section A.5, Corporate Governance Page
9. Corporate Governance Confirmation Statement
a. Does the AR 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?
  • 2017 Annual Report, page 32 (GOVERNANCE)

“For the year 2017, DBP was fully compliant with all the Good Governance Conditions of the Governance Commission for GOCCs and the Inter- Agency Task Force. …..The bank is pleased to report its full compliance with the DBP’s Revised Manual of Corporate Governance (MCG). The Board has likewise observed the principles and implemented best practices on good 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 the release of the audited financial report?
  • The 2017 DBP Annual Report was uploaded in the DBP website on 25 September 2018.
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?
III. Responsibilities of the Board
11. Corporate Vision/Mission
a. Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year?
  • 2017 Annual Report, page 33 (GOVERNANCE)
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?
  • 2017 Annual Report, page 33 (GOVERNANCE)

“The Board also oversees and monitors the implementation of the corporate strategy through Board committees, Mid-Year Review/Annual Planning, where Board and Senior Management review the results vis-à-vis objectives, evaluate the effectiveness of strategies and action plans, and formulate necessary corrective actions to ensure attainment of goals.”

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?
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/Renumeration Committee?
15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?
  • 2017 Annual Report, page 37 (Schedule of Board Committee Meetings)

The Governance Committee held 9 meetings and the Human Resource Committee had 14 meetings in 2017.

16. If yes, is the report of the Nomination Compensation/Renumeration Committee publicly disclosed?
  • Section B.9. Board Committees’ Accomplishments (pages 33-46), Corporate Governance Page
17. Does the Board appoint  an Audit Committee?
18. If yes, is the report of the Audit Committee publicly disclosed?
  • Section B.9. Board Committees’ Accomplishments (pages 1-13), Corporate Governance Page
19. Does at least one member of the Audit Committee have an audit, accounting or finance background  (qualification  or experience)?
  • 2017 Annual Report (page 35, on membership in Audit and Compliance Committee; pages 40 and 42 on Chairman Alberto G. Romulo and Director Luis C. Bonguyan profile)
20. Did the Audit Committee meet at least four times during the year?
  • 2017 Annual Report, page 37 (Schedule of Board Committee Meetings)

The Audit and Compliance Committee held 12 meetings, at least once a month, in 2017.

21. Does the Board appoint a Risk Management Committee?
22. If yes, is the report on Risk Management  Committee publicly disclosed?
  • Section B.9. Board Committees’ Accomplishments (pages 49-58), Corporate Governance Page
23. Does at least one member of the Risk Management  Committee have a background  in finance and investments? 2017 Annual Report, page 34 (on membership in Risk Oversight Committee) , and page 42 (on Director Luis C. Bonguyan profile)
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)
  • 2017 DBP Annual Report, page 37 (SCHEDULE OF BOARD MEETINGS)

“The schedule of the Board and Board-level Committee meetings for CY 2017 was approved per B.R. No. 0010 dated 4 January 2017.”

b. Does the Board of Directors meet at least monthly?
  • 2017 DBP Annual Report, page 37 (SCHEDULE OF BOARD MEETINGS)
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?

“The Board of Directors met twice a month and the members attended 100% of the scheduled board meetings, excluding days on official business/travel, set at the start of the year.”

d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?
  • 2017 Annual Report, page 36 (on Directors’ Attendance in Board Meetings)
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?
  • 2017 Annual Report, page 36 (on Directors’ Attendance in Board Meetings)

The Board of Directors met in 3 May 2017 while President and CEO Cecilia C. Borromeo was on official travel.

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?

“The board materials were provided to the members of the Board at least five days prior to scheduled Board meeting.”

b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?

“The Board was assisted by SVP Danny E. Bunyi (Corporate Secretary from 1 January to 30 June 2017) and FVP Perla Melanie C. Caraan (Corporate Secretary from 17 July 2017 to present), who are both lawyers by profession.”

26. Internal Audit
a. Does the company have a separate internal audit function?
b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?
  • 2017 Annual Report, page 35 (Audit and Compliance Committee)

“Part of the functions of the ACC is the review of the qualifications, and approval of the appointment, reappointment, or removal of the Chief Audit Executive.”

27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management  systems it has in place?
  • 2017 DBP Annual Report, pages 50-56 (Risk Management)
b. Does the Annual Report disclose that the board of Directors/Commissioners have conducted a review of the company’s material controls (including operational,  financial and compliance controls) and risk management  systems?
  • 2017 DBP Annual Report, pages 50-56 (Risk Management)
c. Does the company disclose how key risks are managed?
  • 2017 DBP Annual Report, pages 50-56 (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?
  • 2017 DBP Annual Report, page 34 (Risk Oversight Committee) and pages 50-56 (Risk Management)
28. Chairman of the Board/President & CEO
a. Do different persons assume the roles of Chairman and CEO?
  • 2017 Annual Report, pages 40-41 (Board of directors Profile)

DBP Chairman is Mr. Alberto G. Romulo, while the President and Chief Executive Officer was Miss Cecilia C. Borromeo.

29. Board of Directors Development (Orientation Program and Continuous Professional Education of BODs)
a. Does the GOCC have orientation programmes  for new Directors?
  • 2017 Annual Report, page 33 (GOVERNANCE), pages 44-45 (List of Training Programs Attended by Members of the DBP Board of Directors for 2017)
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional  education programmes?
  • 2017 Annual Report, page 33 (GOVERNANCE)

“Pursuant to the Board-approved continuing education program for the members of the Board of Directors, the directors attended the Professional Director’s Program (Modules on Policy and Accountability), Corporate Governance Orientation for Government Owned- or Controlled Corporations, Orientation on DBP Corporate Governance, Corporate Governance and Risk Management for Banks and Quasi Banks, Finance for Directors Program, Audit and AMLA Seminars in 2017.”

c. Did all Appointive Directors attend at least 1 training for the calendar year?