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DBP CORPORATE GOVERNANCE SCORECARD* FOR 2018**

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?
  • 2018 Annual Report, page 71 (Customer Contact Points)
  • 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?
  • 2018 Annual Report, pages 63-67 (Re-Energized Organization)
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.
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
  • 2018 Annual Report, page 8 (Distinctions)
d. Details of whistleblowing policy
e. Biographical details (directors)
  • 2018 Annual Report, pages 39-41 (Board of Directors Profile)
f. Trainings or continuing education (directors)
8. Are the Annual Reports downloadable from the GOCC’s website?
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?
10. Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?
  • Date of receipt of the 2018 DBP Annual Audit Report from the Commission on Audit — June 28, 2019
  • Uploaded in Section C.1. of Corporate Governance Page – July 17, 2019
b. Is the Annual Report released within 90 days from the release of the 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?
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?
  • 2018 Annual Report, page 38 (Board of Directors)
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?

“The Board holds general responsibility in the approval and oversight of the bank’s management and implementation of its strategic objectives, risk strategy, corporate governance, and corporate values, among others. Likewise, the Board established DBP’s mission and vision and defined the bank’s values and standards through Charter Statements and Strategy Maps in accordance with the Revised DBP Charter and the Philippine Development Plan.

Members of the board and senior management reviewed DBP’s Vision, Mission, Values, and Strategic Objectives during the Annual Board Retreat held on 4 October 2018 at Taal Vista Hotel, Tagaytay City. Resultantly, and in line with the National Government’s “Build, Build, Build” Program, the bank’s vision was recrafted to strengthen its commitment to be a world-class infrastructure and development financial institution.”

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?
  • 2018 Annual Report, page 44 (Director’s Attendance at Board and Board-Level Committee Meetings for CY 2018)
  • The Governance Committee held 15 meetings and the Human Resource Committee had 15 meetings in 2018.
16. If yes, is the report of the Nomination Compensation/Renumeration Committee publicly disclosed?
  • 2018 Annual Report, page 43 (Governance Committee and Human Resource Committee)
  • Section B.9. Board Committees Information and Activities, Corporate Governance Page
17. Does the Board appoint  an Audit Committee?
18. If yes, is the report of the Audit Committee publicly disclosed?
  • 2018 Annual Report, page 42 (Audit and Compliance Committee)
19. Does at least one member of the Audit Committee have an audit, accounting or finance background  (qualification  or experience)?
  • 2018 Annual Report, page 42 (membership in Audit and Compliance Committee) and pages 39-40 (Chairman Alberto G. Romulo and Director Luis C. Bonguyan profile)
20. Did the Audit Committee meet at least four times during the year?
  • 2018 Annual Report, page 44 (Directors’ Attendance at Board and Board-level Committee Meetings for CY 2018)
  • The Audit and Compliance Committee held 12 meetings, at least once a month, in 2018.
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?
  • 2018 Annual Report, page 43 (on membership in Risk Oversight Committee) and page 40 (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)
  • 2018 DBP Annual Report, page 45 (Schedule of Board Meetings for CY 2018)

“The schedule of the Board and Board-level Committee meetings for CY2018 was approved by the Board of Directors per Board Resolution No.0450 dated 20 December 2017.”

b. Does the Board of Directors meet at least monthly?
  • 2018 DBP Annual Report, page 45 (Schedule of Board Meetings for CY 2018)

“Under the DBP Manual of Corporate Governance, the Board must meet at least twice a month. For 2018, the Board held regular meetings twice a month as scheduled. All or 100% of Board and Board-level committee meetings scheduled for 2018 were held and attended by the members of the Board of Directors, except those on official travel.”

 

 

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?
  • 2018 Annual Report, page 44 (Directors’ Attendance at Board and Board-level Committee Meetings for CY 2018)
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?
  • 2018 Annual Report, page 44 (Directors’ Attendance at Board and Board-level Committee Meetings for CY 2018) and page 45 (Schedule of Board Meetings for CY 2018)

“[T]he Board held a meeting without the President and CEO on 7 November 2018.”

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?
  • 2018 DBP Annual Report, page 45 (Schedule of Board Meetings for CY 2018)

“As a policy, the bank ensures that board papers and materials to be presented and discussed during the board meeting are provided by theOffice of the Corporate Secretary at least five days prior to the scheduled meeting.”

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

“The board is assisted by SVP Perla Melanie C. Caraan, the Corporate Secretary, who is a lawyer by profession. In addition to the duties and responsibilities under the DBP By-Laws, the Corporate Secretary regularly conducts orientation briefings for the members of the Board on recently issued guidelines by regulators.”

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?
  • 2018 Annual Report, page 42 (Audit and Compliance Committee)

“Pursuant to its Charter, the ACC approves the appointment and dismissal of the bank’s Chief Audit Executive.”

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 have conducted a review of the company’s material controls (including operational,  financial and compliance controls) and risk management  systems?
  • 2018 DBP Annual Report, pages 55-62 (Enhanced Risk Management)
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?
  • 2018 DBP Annual Report, pages 55 (Enhanced Risk Management)
28. Chairman of the Board/President & CEO
a. Do different persons assume the roles of Chairman and CEO?
  • 2018 Annual Report, page 39 (Board of Directors Profile)
29. Board of Directors Development (Orientation Program and Continuous Professional Education of BODs)
a. Does the GOCC have orientation programmes  for new Directors?
  • 2018 Annual Report, page 64 (Learning and Development)

 

b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional  education programmes?
c. Did all Appointive Directors attend at least 1 training for the calendar year?