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Corporate Governance Scorecard

CORPORATE GOVERNANCE SCORECARD FOR GOCCs (2015)
# Question Yes No Reference/Justification
I. Stakeholder Relationships (15%)
1. Does the GOCC disclose a policy that:
  a. Stipulates the existence and scope of its efforts to address customer’s welfare.   1. 2015 GSIS Annual Report, pp. 4-6, 10-12
2. Revised GSIS Manual of Corporate Governance, pp.24-28
3. GSIS Citizens’ Charter pp.2-43
4. Milestone Benefits for Pensioners
5. One-Time Benefit for Pensioners
6. PPG No. 262-14 – Transaction Monitoring System (TMS)
  b. Elaborates its efforts to interact with the communities in which they operate?   1. 2015 GSIS Annual Report, pp. 23-24
2. Revised GSIS Manual of Corporate Governance, pp.24-28
3. Adopt-a-School Program
4. PPG No. 281-15 – Revised GSIS Scholarship Program
  c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development ?   1. 2015 GSIS Annual Report, p. 24
2. Revised GSIS Manual of Corporate Governance, pp.27-28
3. Office Order No. 158-12 – Designation of a Pollution Control Officer
4. Office Order No. 160-12 – Creation of GSIS National Greening Program Oversight Committee
5. Officer Order No. 211-13 – Constitution of the GSIS Disaster Contingency Committee
6. Office Order No. 221-14 – Designation of an Energy Conservation Officer
2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies:
  a. Customer health and safety   1. 2015 GSIS Annual Report, pp. 4-6, 10-12
2. Activities
3. Activities 2
4. Activities 3
  b. Interaction with the communities   1. 2015 GSIS Annual Report, pp. 23-24
2. Activities 1
3. Activities 2
  c. Environmentally-friendly value chain   1. 2015 GSIS Annual Report, p. 24
2. Activities 1
3. Activities 2
3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section   1. 2015 GSIS Annual Report, pp. 23-24
2. CSR page
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 (eg. customers, suppliers, general public, etc.) can use to voice their concerns and/or complaints for possible violation of their rights?   Contact details for complaints of other stakeholders:
1. STAKEHOLDERS’ HOTLINE: (02)891-6270
2. GSIS Contact Center
3. GSIS Citizen’s Charter, pp. 44-46
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?   1. 2015 GSIS Annual Report, pp. 20-22
2. Revised GSIS Manual of Corporate Governance, p.7
3. PPG No. 228-13 – GSIS Office Rules and Regulations
4. PPG No. 246-13 – The GSIS Health and Wellness Program
5. PPG No. 299-15 – The GSIS Drug-Free Workplace
6. Office Order No. 247-14 – Use and Promotion of Gender Fair Language
  b. Does the GOCC publish data relating to health, safety, and welfare of its employees   1. 2015 GSIS Annual Report, pp. 20-22
2. Employees Health Welfare Activites (CY 2015)
3. Activities
  c. Does the GOCC have training and development programmes for its employees   1. 2015 GSIS Annual Report, pp. 20-22
2. Revised GSIS Manual of Corporate Governance, p.7
3. GSIS Competency Framework
4. PPG No. 236-13 – The GSIS Group Performance Appraisal System
5. PPG No. 277-15 – Amendment to PPG No. 236-13
6. PPG No. 289-15 – GSIS Employee Development Program
7. PPG No. 290-15- GSIS Cross Training Program for the Rank-and-File
8. PPG No. 291-15 – GSIS Leadership Program
9. PPG No. 294-15 – The Revised GSIS Awards and Recognition System
  d. Does the GOCC publish data on training and development programs for its employees   1. 2015 GSIS Annual Report, pp. 20-22
2. Activities 1
3. Activties 2
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 concernng illegal (including corruption) and unethical behavior?   GCG Whistle Blowing Web Portal

A Proposed Whistle Blowing Policy was discussed in the Corporate Governance Committee (CGC) meeting in 28 January 2013. The CGC agreed to put the proposed policy on HOLD until the whistleblowing law, which shall set forth the rules on the allocation of funds for rewards and other incentives for whistleblowers, is enacted.
  b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?  
 
II. Disclosure and Transparency (35%)
7. Quality of Annual Report
Does the GOCC’s annual report disclose the following items:
  a. Corporate Objectives   2015 GSIS Annual Report, pp. 4-20
  b. Financial Performance Indicators   2015 GSIS Annual Report, pp.14-15, 55-58
  c. Non-financial performance indicators   2015 GSIS Annual Report, pp. 7-11, 30
  d. Details of whistle-blowing policy   1. 2015 GSIS Annual Report, p. 30
2. GCG Whistleblowing Web Portal
3. A Proposed Whistle Blowing Policy was discussed in the Corporate Governance Committee (CGC) meeting in 28 January 2013. The CGC agreed to put the proposed policy on HOLD until the whistleblowing law, which shall set forth the rules on the allocation of funds for rewards and other incentives for whistleblowers, is enacted.
  e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and other directorships of listed companies) of directors/commissioners   2015 GSIS Annual Report, Board Profiles, pp.31-40
  f. Training and/or continuing education programme attended by each director/commissioner   2015 GSIS Annual Report, Board Profiles, pp. 31-40
8. Are the Annual Reports downloadable from the GOCC’s website?   Annual Reports
9. Corporate Governance Confirmation Statement
    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 issue?   2015 GSIS Annual Report, p.25
10. Timely filing/release of annual/financial reports
  a. Are the audited financial report/statement released within 60 days upon receipt from COA?   2015 Audited Financial Statement

Date of Receipt: 01 July 2016

Date Published: 25 July 2016
  b. Is the annual report released within 90 days from release of 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?   1. 2015 GSIS Annual Report, p. 49-52
2. Statement of Management Responsibility

2015 Audited Financial Statement

Date of Receipt: 01 July 2016

Date Published: 25 July 2016

3. Revised GSIS Manual of Corporate Governance, p.30
 
III. Responsibilities of the Board (50%)
11. Corporate Vision/Mission
  a. Has the Board of Directors reviewed the vision and mission/ corporate strategy in the last financial year   1. Strategic Planning Session of the Board of Trustees:
2015 – July 23-24, 2015 at the Tagaytay Highlands, Tagaytay City, Cavite
2. The GSIS Mission/Vision was revised in 2015 and the same was NOTED by the Board in its meeting dated 27 August 2015
  b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?   1. Revised GSIS Manual of Corporate Governance, pp.6-7
2. Strategic Planning Session of the Board of Trustees:
2015 – July 23-24, 2015 at the Tagaytay Highlands, Tagaytay City, Cavite
12. Did the GOCC achieve 90% in the PES?   1. 2015 Performance Assessment Report
2. Performance Agreement for CY 2015
13. Code of ethics or conduct
  a. Are the details of the code of ethics or conduct disclosed?   1. Revised GSIS Manual of Corporate Governance, p.21
2. PPG No. 228-13 – GSIS Office Rules and Regulations
3. PPG 257-14 Amended GSIS “No Gift” Policy
4. Revised Rules on Administrative Cases in Civil Service (RRACCS)
  b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?   1. Revised GSIS Manual of Corporate Governance, p.21
2. PPG No. 228-13 – GSIS Office Rules and Regulations, p.2 – this PPG shall cover all GSIS officials and employees, regardless of employment status, in all GSIS offices
  c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?   1. PPG No. 228-13 – GSIS Office Rules and Regulations – distributed to the Board of Trustees, Office of the President and General Manager, All Senior Vice Presidents, All Vice Presidents, All Officers IV, All Branch Managers
2. 2015 Corporate Governance Committee Report – The Committee likewise reviews and monitors administrative cases, and exercises oversight functions over the Human Resources Office.
14. Does the Board appoint a Nomination and Compensation / Remuneration Committee   1. 2015 GSIS Annual Report, pp. 25, 44
Board Commitees
2. The Corporate Governance Committee functions as the Nomination/Remuneration Committee
15. Did the Nomination and Compensation / Remuneration Committee meet at least twice during the year?   Meetings of the Corporate Governance Committee:
2015
16. If yes, is the report of the Nomination and Compensation / Remuneration Committee publicly disclosed?   1. 2015 GSIS Annual Report, p. 25
2. 2015 Corporate Governance Committee Report
17. Does the Board appoint an Audit Committee?   2015 GSIS Annual Report, pp. 27, 44
Board Commitees
18. If yes, is the report of the Audit Committee publicly disclosed?   1. 2015 GSIS Annual Report
2. 2015 Audit Committee Report
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?   2015 GSIS Annual Report, p. 39 (Profile of Trustee Roman Felipe Reyes)
20. Did the Audit Committee meet at least four times during the year?   Meetings of the Audit Committee:
2015
21. Does the Board appoint a Risk Management Committee?   2015 GSIS Annual Report, pp. 26, 44
Board Commitees
22. If yes, is the report of the Risk Management Committee publicly disclosed?   1. 2015 GSIS Annual Report, p. 26
2. 2015 Risk Oversight Committee Report
23. Does at least one member of the Risk Management Committee have a background in finance and investments?   2015 GSIS Annual Report, p. 40 (Profile of Trustee Gregorio T. Yu)
24. Board meetings and attendance
  a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)   1. * Revised GSIS Manual of Corporate Governance, p.7
2. Revised GSIS Board Protocols, pp.21-22
  b. Does the Board of Directors meet at least monthly?   Board Attendance
2015
  c. Did the Board of Directors meet on at least 75% on their scheduled meetings?   Board Attendance
2015
  d. Has each of the directors/commissioners attended at least 90% of all the Board meetings held during the year?    
  e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?   Board Meetings in 2015 held without the presence of the PGM
*10 September 2015 (Board meeting)
*03 December 2015 (ROC and Audit meeting)
25. Access to information
  a. Does the GOCC have a policy that stipulates board papers for Board of Directors/Comissioners   Revised GSIS Board Protocols, pp.23-24
  b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?   Corporate Secretary’s profile
26. Internal Audit
  a. Does the company have a separate internal audit function?   1. 2015 GSIS Annual Report, pp. 27, 46 (VP Juliet Bautista)
2. Revised GSIS Manual of Corporate Governance, pp.8,15
3. Audit Committee Charter
  b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?   1. Audit Committee Charter
2. GSIS Organizational Chart
27. Risk Oversight
  a. Does the company disclose the internal control procedures/risk management systems it has in place?   1. Risk Management Program
2. Revised GSIS Manual of Corporate Governance, pp.8,15,30
3. Revised GSIS Manual of Corporate Governance, pp.7,8,15,18,29
  b. Does the Annual Report disclose that the Board of Directors/Commissioners has overseen a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems?   2015 GSIS Annual Report, p. 26
Risk Oversight Committee Report
Audit Committee Report
  c. Does the company disclose how key risks are managed?   1. Risk Management Program
2. Risk Oversight Committee Charter
3. Revised GSIS Manual of Corporate Governance, pp.7,8,15,18,29
  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?   2015 GSIS Annual Report, p. 27, Audit Committee Report
28. Board Chairman
    Do different persons assume the roles of Chairman and CEO?   2015 GSIS Annual Report, pp. 32-33, Board Profiles
Audit Committee Report
Chairman – Renato T. De Guzman
President and General Manager (CEO) – Robert G. Vergara
29. Board Directors
  a. Does the GOCC have orientation programmes for new Directors?   1. Revised GSIS Board Protocols, p.15
2. Orientation Programs for newly-appointed Trustees are whole-day affairs scheduled takes his oath of office. Upon arrival of the new Trustee, s/he is welcomed by the Corporate Secretary. A new Trustee’s Welcome Kit is then handed to her/him. The Kit contains several documents such as: A copy of Republic Act No. 8291 and its Implementing Rules and Regulations, The Revised GSIS Manual of Corporate Governance, The Revised GSIS Board Protocols, relevant issuances of the GCG (i.e. Fit and Proper Rule, Code of Corporate Governance, etc.), a copy of the Board Committee Charters, A Directory of GSIS Executives and Employees of the Office of the Corporate Secretary. The new Trustee and the Corporate Secretary discuss the contents of the Kit. After which, a meet-and-greet session is scheduled for the new Trustee to meet GSIS Executives, where the Officers of the GSIS Management may introduce themselves and give the Trustee a short orientation of their function and office.
  b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?   Revised GSIS Manual of Corporate Governance, p. 30
  c. Did all Appointive Directors attend at least 1 training for the calendar year?   2015 GSIS Annual Report, pp. 32-40, Board Profiles
30. Board appraisal
  a. Is an annual performance assessment conducted for the Board of Directors?   Revised GSIS Manual of Corporate Governance, p. 17
  b. Does the GOCC disclose the process followed in conducting the Board assessment?   The members of the GSIS Board of Trustees rate themselves on a scale of 1-10, with ’10’ being the highest. There is a column where each Trustee shall rate his/her own performance. In another column, each Trustee shall rate the performance of his/her peers.
There are also factors to be considered in rating one’s performance. The effect of these factors on one’s performance is rated on a scale of 1-5, with ‘5’ being the highest.
  c. Does the GOCC disclose the criteria used in the Board assessment?   The criteria used include:
1. Formulation of Policies
2. Attendance and Active Participation in Meetings
3. Fairness of Judgment
4. Careful Evaluation of Proposals and Recommendations
31. Committee Appraisal
  a. Is an annual performance assessment conducted for the Board of Directors Committees?   1. 2015 Legal Oversight Committee Report
2. 2015 Corporate Governance Committee Report
3. 2015 Risk Oversight Committee Report
4. 2015 Audit Committee Report
 
Bonus
  Stakeholder Relationships
  1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports?    
  Disclosure and Transparency
  2. Quality of Annual Report
Are the audited annual financial report/statement released within 30 days upon the receipt from COA?
  2015 Audited Financial Statement
Date of Receipt: 01 July 2016
Date Published: 25 July 2016
 
Penalty
  Responsibilities of the Board
  1. Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs?    
  2. Is there non-compliance with Good Governance Conditions?    

GSIS Corporate Governance Outline