CORPORATE GOVERNANCE SCORECARD FOR GOCC'S 2018

QUESTION

YES

NO

LINK SOURCE

1. Does the GOCC disclose a policy that:

a. Stipulates the existence and scope of its effort to address customer’s welfare?

Yes. See Creation of PFDA

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?

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.

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?

7. Quality of the Annual Report. Does the GOCC’s AR disclose the following items:

a. Corporate Objectives

Yes. See Annual Report Page 4

b. Financial performance indicators

Yes. See Annual Report Pages 14

c. Non-financial performance indicators

Yes. See Annual Report Pages 3, 8-15 , 17-18

d. Details of whistleblowing policy

e. Biographical details (directors)

f. Trainings or continuing education (directors)

8. Are the Annual Reports downloadable from the GOCC’s website?

Yes. See PFDA Annual Report

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?

Yes. The Audited Financial Report/Statement can be viewed at Annual Audited Financial Statements and at Transparency Seal Item No. 2 - Annual Audited Financial Statement

b. Is the Annual Report released within 90 days from the release of the audited financial report?

Yes. The Annual Report can be viewed at the PFDA website

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?

Yes. The Annual Audited Report (AAR) for 2018 were received from the Top Management on June 14, 2019

Ms. MERLE M. VALENTIN, OIC Supervising Auditor-Audit Group D-NTA/PFDA/NDA, stated the following opinion in its Independent Auditors Report to wit:
"In our opinion, the financial statements present fairly, in all material respects, the financial position of PFDA as at December 31, 2015, and of its financial performance and its cash flows for the year ended in accordance with State accounting and principles."

11. Corporate Vision/Mission

a. Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year?

Yes. See Board Resolution No. 18026 - Approval of the Documentary Requirements for the Performance Agreement Negotiation (PAN) CY 2017 Targets

b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?

Yes. See Performance Evaluation System - PES Page 3

12. Did the GOCC achieve 90% in the PES?

Yes. See Performance Evaluation System - PES Page 3

13. Code of ethics or conduct

a. Are the details of the code of ethics or conduct disclosed?

Yes. See Corporate Governance Manual Page 33 Section XXIII-D

b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?

Yes. See Corporate Governance Manual Page 33 Section XXIII-D

c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?

Yes. See Corporate Governance Manual Page 33 Section XXIII-D

14. Does the Board appoint a Nomination Compensation/Renumeration Committee?

Yes. See Board Resolution No. 17013 - Creation of the PFDA Nomination and Renumeration Committee

15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?

16. If yes, is the report of the Nomination Compensation/Renumeration Committee publicly disclosed?

17. Does the Board appoint an Audit Committee?

Yes. See Creation of PFDA Board Committee

18. If yes, is the report of the Audit Committee publicly disclosed?

Yes. See Board Resolution No. 17012

19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?

Yes. The Chairman of Board Committee, Atty. Raul V. Angeles, has financial background/qualification and experience of Department of Trade and Industry (DTI)

20. Did the Audit Committee meet at least four times during the year?

21. Does the Board appoint a Risk Management Committee?

Yes. See Board Resolution No. 17012 - Combining the Risk Management Committee with the Audit Committee

22. If yes, is the report on Risk Management Committee publicly disclosed?

The Risk Management Committee is within the Charter of the IAD and is for approval of the PFDA Board of Directors.

23. Does at least one member of the Risk Management Committee have a background in finance and investments?

Yes, Alita Sangalang

24. Board meetings and attendance

a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)

b. Does the Board of Directors meet at least monthly?

DA - 9
NFA - 10
DTI - 8
DENR - 9
PFDA - 10
DPWH - 8

c. Did the Board of Directors meet on at least 75% on their scheduled meetings?

 Yes. Total of 10 meetings

DA - 9
NFA - 10
DTI - 8
DENR - 9
PFDA - 10
DPWH - 8

d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?

DA - 9
NFA - 10
DTI - 8
DENR - 9
PFDA - 10
DPWH - 8

e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?

DA - 9
NFA - 10
DTI - 8
DENR - 9
PFDA - 10
DPWH - 8

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?

Yes. See Corporate Governance Manual Page 24 Section XIV-C

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

Yes. See PFDA Key Officers

26. Internal Audit

a. Does the company have a separate internal audit function?

Yes. The Internal Audit Department is created under the Rationalization Plan approved by DBM dated February 2009.

b. Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?

Yes. See PFDA Key Officers - Central Office

c. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?

27. Risk Oversight

a. Does the company disclose the internal control procedures/risk management systems it has in place?

The Internal Audit Department (IAD) conducts compliance, management and operations audit in accordance with t he Annual Audit Plan approved by the Board Audit Committee, and in accordance with generally acepted government accounting and auditing standards and accordingly included suck tests of records/documents on a random sampling absic and such other procedures necessary in the conduct of audit. All IAD reports are securely kept in the IAD room and is available upon request, duly approved by the Chairman, Board Audit Committee and/or PFDA Top Managment.

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?

Yes. A consolidated Internal Audit Findings and compliance/non-compliance to such audit reports are prepared annual by the IAD submitted to PFDA Top Management and the Board Audit Committee.

c. Does the company disclose how key risks are managed?

Series of Rish Assestmet/Management seminars have already been conducted at the Central Office. For  the operating ports that are ISO certified, documents on Risk Assestment are attached to the respective ports' Quality Management System (QMS). Activities/Reports on Risk Management, if any, are taken up/discussed during Risk Management Committee/ Board Audit Committee Meetings.

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?

A consolidated Internal Audit Findings and compliance/non-compliance to such audit reports are prepared annual by the IAD submitted to PFDA Top Management and the Board Audit Committee.

28. Board Chairman

a. Do different persons assume the roles of Chairman and CEO?

Yes.
1. See PFDA Key Officers - Board of Directors
2. See PFDA Key Officers - Central Office

29. Board of Directors Development

a. Does the GOCC have orientation programmes for new Directors?

Yes. See Corporate Governance Manual Page 9 Section V-E

b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?

Yes. See Corporate Governance Manual Page 9 Section V-E

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

30. Board Appraisal

a. Is an annual performance assessment conducted of the Board of Directors assessment?

b. Does the GOCC disclose the process followed in conducting the Board?

c. Does the GOCC disclose the criteria used in the Board assessment?

31. Committee Appraisal

a. Is an annual performance assessment conducted of the Board of Directors Committees?

BONUS

Stakeholder's Relationship: Does the GOCC practice Global Reporting Index (GRI) on its annual reports?

Disclosure and Transparency: Are the audited annual financial report/statement released within 30 days upon the receipt from COA?

PENALTY

Responsibilities of the Board

a. Are there members of the Board of Directors who hold more than five
(5) positions in GOCCs and PLCs?

b. Is there non-compliance with Good Governance Conditions?