QUESTION GUIDING REFERENCE Y/N
I. Stakeholder Relationships (15%)
1. Does the GOCC disclose a policy that:
a. Stipulates the existence and scope of its effort to address customer's welfare? Manual of Corporate Governance, Section 32 Total Quality Management Systems Manual particularly Procedure Manual, PM-T-13: Managing Customer Complaints Memorandum Order No. 2016-010, Designating TransCo’s Corporate Complaints Officer (CCO) and Functional Group Complaints Officers (FCO) Manual of Corporate Governance, Section 34.C Manual of Corporate Governance, Section 36
Yes

Yes



Yes


Yes


Yes
b. Elaborates its effort to interact with the communities in which they operate? Manual of Corporate Governance, Section 33 Manual of Corporate Governance, Section 34.D
Yes

Yes
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? Sec. 38 page 32 on TransCo Manual on Corporate Governance Manual of Corporate Governance, Section 39
Yes

Yes
2. Does the GOCC disclose the activities that it has undetaken to implement the abovementioned policies?
a. Customer health and Safety Customer Health and Safety
Yes
b. Interaction with the communities Interaction with Communities
Yes
c. Environmentally-friendly value chain Environmentally Friendly Value Chain Activities/Initiatives
Yes
3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section? Sec. 33 page 29 on TransCo Manual on Corporate Governance
Yes
4. Where stakeholders interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. customerservice@transco.ph or send us a message by using the message form at the bottom part of this page.

63 2 902-1500
Yes



Yes
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 customerservice@transco.ph or send us a message by using the message form at the bottom part of this page.

63 2 902-1500
Yes



Yes
5. Performance-enhancing mechanisms for employee participation should be permitted to develop. Sec. 38 page 32 on TransCo Manual on Corporate Governance Performance-enhancing mechanisms for employee participation
Yes

Yes
a. Does the GOCC explicitly mention the health, safety and welfare policy For its employees? Health & Safety
TransCo Corporate Safety Program Manual Circular No. 2016-001 Issuance of TransCo Safety Code
Yes

Yes

Yes

Yes
b. Does the GOCC publish data relating to health, safety and welfare of its employees? Health, Safety and Welfare Activities of employees
Yes
c. Does the GOCC have training and development programmes for its employees? Training and Development Programs Sec. 35 page 31 on TransCo Manual on Corporate Governance
Yes

Yes
d. Does the GOCC publish data on training and development programs for its employees? Training and Programs
Yes
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. Sec. 40 page 33 on TransCo Manual on Corporate Governance
Yes
a. Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior? Circular No. 2006-0010 (TransCo Code of Conduct) TransCo Grievance Machinery
Yes

Yes
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? Circular No. 2006-0010 (TransCo Code of Conduct) TransCo Grievance Machinery
Yes

Yes
II. Disclosure and Transparency (35%)
7. Quality of Annual Report Does the GOCC's annual report disclose the following items: Article XI page 33-34 of the TransCo Manual on Corporate Governance
Yes
a. Corporate objectives Transparency Seal > On Government Matters > Mandates
Yes
b. Financial performance indicators Transparency Seal > Financial & Operational Matters > Financial Statements > Financial Performance Indicators
Yes
c. Non-financial performance indicators Transparency Seal
Yes
d. Details of whistle-blowing policy Annual Reports
e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners Board of Directors
Yes
f. Training and/or continuing education programme attended by each director/commissioner Board of Directors Trainings for Appointive Directors Consolidated Trainings from 2000 to 2015 - Rolando T. Bacani
Yes


Yes
8. Are the Annual Reports downloadable from the GOCC's website? Annual Reports
Transparency Seal > Financial & Operational Matters > Annual Reports > Accomplishment Report

Transparency Seal > Financial & Operational Matters > Annual Reports > Statement of Financial Position

Transparency Seal > Financial & Operational Matters > Annual Reports > Statement of Comprehensive Income

Transparency Seal > Financial & Operational Matters > Annual Reports > Approved Budgets
Yes


Yes



Yes



Yes



Yes
9. Corporate Governance Confirmation Statement Article XIII page 35 of the TransCo Manual on Corporate Governance
Yes
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? TransCo Manual on Corporate Governance Annual Reports
Yes
10. Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA? The unaudited (certified) Financial Statements (FS) for 2014 were posted in the website on February 17, 2015. The 2014 certified Financial Statements are the same as the 2014 audited Financial Statements which were received from COA on May 29, 2015.
Yes
b. Is the annual report released within 90 days from release of audited financial report? TransCo regularly prepares an annual report which contains its operational and financial highlights. Pending the receipt of the audited FS from the Commission on Auidt (COA), the certified FS serve as the financial report submitted by Transco to the regulating/monitoring bodies, other government agencies and interested stakeholders. The said certified Financial Statements are usually posted in the website as soon as finalized and submitted to COA.
Yes
c. Is the true and faimess/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? The said Directors' Statement for the CY 2014 FS including transmittal memo was already prepared and forwarded to and signed by the Officer in charge on March 7, 2016. Subject to BdAC presentation in the next BdAC meeting. Yes
III. Responsibilities of the Board (50%)
11. Corporate Vision/ Mission Article VII page 24-27 of the TransCo Manual on Corporate Governance
Yes
a. Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year? Revised TransCo Mission
TransCo's Mission/Vision
Yes

Yes
b. Does the Board of Directors monitor/ oversee the implementation of the corporate strategy? TransCo's Strategy Map (signed)
Yes
12. Did the GOCC achieve 90% in the PES? PES Rating
Yes
13. Code of ethics or conduct Circular No. 2006-0010 (TransCo Code of Conduct) TransCo Grievance Machinery
Yes

Yes
a. Are the details of the code of ethics or conduct disclosed? Circular No. 2006-0010 (TransCo Code of Conduct) TransCo Grievance Machinery
Yes

Yes
b. Does the GOCC disclose that all Directors/ Commissioners, senior management and employees are required to comply with the code? Circular No. 2006-0010 (TransCo Code of Conduct). TransCo Grievance Machinery.
Yes

Yes
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? Circular No. 2006-0010 (TransCo Code of Conduct). TransCo Grievance Machinery.
Yes

Yes
14. Does the Board appoint a Nomination and Compensation / Remuneration Committee? Res. No. 2015-015.
Yes
15. Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year? NRC Notice - NRC organized only on October 2015. In 2016, there was already 1 meeting.
Yes
16. If yes, is the report of the Nomination and Compensation/Renumeration Committee publicly disclosed? Brief presentation of the TO and the status of RP was the only item for the meeting per Notice of December 18, 2015.
Yes
17. Does the Board appoint an Audit Commitee? Board Audit Committee (Resolution No. TC 2013-011) Representative for Mindanao Yes

Yes
18. If yes, is the report of the Audit Committee publicly disclosed? Board Audit Committee Report on the attendance and the frequency of BdAC meetings
Yes
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)? Listing of Board of Directors
Cesar V. Purisima- He has extensive work experience in public accounting both here and abroad; obtained his Bachelor of Science in Commerce, Majors in Accounting & Management of Financial Institutions.
Yes

Yes
20. Did the Audit Committee meet at least four times during the year? Had 4 Meetings in 2015
Yes
21. Does the Board appoint a Risk Management Commitee? Section 11.1.1 page 14 of the TransCo Manual on Corporate Governance
Board Technical Committee has the same function as Risk Management Committee
Yes


Yes
22. If yes, is the report on Risk Management Committee publicly disclosed? Section 11.1.1 page 14 of the TransCo Manual on Corporate Governance/Transparency Seal; Risk Factors and Measures Taken To Manage Such Risks
Yes
23. Does at least one member of the Risk Management Committee have a background in finance and investments? Listing of Board of Directors
Cesar V. Purisima- He has extensive work experience in public accounting both here and abroad; obtained his Bachelor of Science in Commerce, Majors in Accounting & Management of Financial Institutions.
Yes

Yes
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of 01) Board of Directors Meeting (RECORDS OF MEETING CONSIDERED AS OF 2015) Sec. 9 of the Manual on Corporate Governance Directors Attendance Form Yes


Yes

Yes
b. Does the Board of Directors meet at least monthly? Subject to the availability of the Board Members and agenda for discussion and decision submitted
Directors Attendance Form
Yes


Yes
c. Did the Board of Directors meet on at least 75% on their scheduled meetings? Directors Attendance Form Yes
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year? Directors Attendance Form Yes
e. Did the Board of Directors meet separately at least once during the year without the President/ CEO present? During Board Audit Committee where the Pres. & CEO is not a member
Directors Attendance Form
Yes

Yes
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? Materials for the Board
Yes
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices? Corporate Secretary
Yes
26. Internal Audit
a. Does the company have a separate internal audit function? Has a separate internal audit function.
Yes
b. Does the appointment and removal of the intemal auditor require the approval of the Audit Committee? BDAC & NRC Representative for Mindanao
Yes

Yes
27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management systems it has in place? Risk Factors Manual of Approval (MOA)
Yes

Yes
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? Sec. 5 of the Manual on Corporate Governance Manual of Approval (MOA)
Yes

Yes
c. Does the company disclose how key risks are managed? Risk Factors
Yes
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 s systems? Annual Reports Yes
28. Board Chairman
Do different persons assume the roles of Chairman and CEO? Chairman - DOF Secretary
Pres. & CEO - OIC G.M. Senal
Board Resolution Office Order
Yes

Yes

Yes
29. Board of Directors Development
a. Does the GOCC have orientation programmes for new Directors? Briefing Materials
Yes
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes? TransCo Lawyer-member of the Board attends the regular Mandatory Legal Education. Other members attend ICD sponsored seminar
GCG Memorandum Circular No. 2014-03 (3rd Issue) dated 26 October 2015, (Performance Evaluation for Directors in the GOCC Sector)
Yes
c. Did all Appointive Directors attend at least 1 training for the calendar year? ICD Trainings
Atty. Josephine Cassandra J. Cui Atty. Gladys N. Nalda
Yes
30. Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors? Sec. 13 p. 19 - TransCo Corporate Governance Manual
Yes
b. Does the GOCC disclose the process followed in conducting the Board assessment? Sec. 13 p. 19 - TransCo Corporate Governance Manual (2nd par. - The PED pursuant to GCG MC 2014-03 is likewise adopted as a means to further strengthen the competence and character of the members of the Board)
Yes
c. Does the GOCC disclose the criteria used in the Board assessment? Sec. 13 - TransCo Manual on Corporate Governance GCG Memorandum Circular No. 2014-03 (3rd Issue) dated 26 October 2015, (Performance Evaluation for Directors in the GOCC Sector)
Yes
31. Committee Appraisal
Is an annual performance assessment conducted of the Board of Directors Committees? Sec. 13 - TransCo Manual on Corporate Governance
Yes
Bonus
Stakeholder Relationships
1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports? Not Applicable
Disclosure and Transparency
2. Quality of Annual Report Annual Reports
Yes
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?
n/a
2. Is there non-compliance with Good Governance Conditions? There is no non-compliance with Good Governance Conditions as reviewed by the GCG of the completeness of required submission from TransCo for PBB FY 2015, including compliance with Good Governance Conditions specific to the GOCC Sectors.
Yes


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1101
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E-mail: customerservice@transco.ph

Trunkline: 63 2 902-1500

Website: www.transco.ph