TransCo

Previous CGS: 2014, 2015, 2016, 2017, 2018

2019 Annual Report

CY 2019
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
		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
		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
	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 Health & Safety Activities	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.
		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	TransCo website has a message box stating "For complaints and any other concerns, please write us a message" or they can directly email us at customerservice@transco.ph They may also call us at (632) 902-1500	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 Health & Safety Activities 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 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?	Resolution No. TC 2019-27 (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?	Resolution No. TC 2019-27 (TransCo Code of Conduct) TransCo Grievance Machinery 2019 Annual Report Resolution No. 2016-012	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 2019 Annual Report	Yes
		b. Financial performance indicators	Financial Performance Indicators 2019 Annual Report	Yes
		c. Non-financial performance indicators	Transparency Seal 2019 Annual Report	Yes
		d. Details of whistle-blowing policy	2019 Annual Report Resolution No. 2016-012
		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 2019 Annual Report	Yes
		f. Training and/or continuing education programme attended by each director/commissioner	Board of Directors Trainings for Appointive Directors 2019 Annual Report	Yes
	8. Are the Annual Reports downloadable from the GOCC's website?		2019 Annual Report Transparency Seal > Financial & Operational Matters > Annual Reports > Statement of Financial Position Transparency Seal > Financial & Operational Matters > Annual Reports > Statement of Financial Performance Transparency Seal > Financial & Operational Matters > Annual Reports > Approved Budgets	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 2019 Annual Report	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 audited Financial Report was received by TransCo on 27 July 2020.	Yes
		b. Is the annual report released within 90 days from release of audited financial report?	The audited Financial Report was received by TransCo on 27 July 2020.	Yes
		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?	The said Directors' Statement for the CY 2018 FS including transmittal memo was already prepared and forwarded to and signed by the President and CEO. Subject to BdAC presentation in the next BdAC meeting.	Yes
III. Responsibilities of the Board (50%)
	11. Corporate Vision/ Mission
		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		Resolution No. TC 2019-27 (TransCo Code of Conduct) TransCo Grievance Machinery	Yes Yes
		a. Are the details of the code of ethics or conduct disclosed?	Resolution No. TC 2019-27 (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?	Resolution No. TC 2019-27 (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?	Resolution No. TC 2019-27 (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?		2018 Directors' Attendance 2018 Indicative Schedule	Yes
	16. If yes, is the report of the Nomination and Compensation/Renumeration Committee publicly disclosed?		NRC Notice of Meetings
	17. Does the Board appoint an Audit Commitee?		Board Audit Committee (Resolution No. TC 2013-011) The Board designated Atty. Josephine Cassandra J. Cui as Chair of Board Audit Committee	Yes Yes
	18. If yes, is the report of the Audit Committee publicly disclosed?		CY 2019 Board Audit Committee Report	Yes
	19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?		The DOF Secretary has background in Finance	Yes Yes
	20. Did the Audit Committee meet at least four times during the year?		Had 4 Meetings in 2019	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 also functions as the Risk Management Committee	Yes Yes
	22. If yes, is the report on Risk Management Committee publicly disclosed?		TransCo Risk Management System 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?		The DOF Secretary has background in Finance and Investments	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 for 2018 2018 Indicative Schedule Sec. 9 of the Manual on Corporate Governance	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 2018 Indicative Schedule	Yes
		c. Did the Board of Directors meet on at least 75% on their scheduled meetings?	Directors Attendance Form 2018 Indicative Schedule	Yes
		d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?	Directors Attendance Form 2018 Indicative Schedule	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 2018 Indicative Schedule	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?	TransCo Table of Organization TransCo has an Internal Audit Department	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. 11 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?	TransCo Risk Management System 2019 Annual Report	Yes
	28. Board Chairman
		Do different persons assume the roles of Chairman and CEO?	Chairman - DOF Secretary Pres. & CEO - Atty. Melvin A. Matibag Board Resolution 2018-022	Yes
	29. Board of Directors Development
		a. Does the GOCC have orientation programmes for new Directors?	Orientation Program for new Directors. Trainings for Appointive Directors	Yes
		b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?	TransCo complies with GCG Memorandum Circular No. 2014-03 (3rd Issue) dated 26 October 2015, (Performance Evaluation for Directors in the GOCC Sector). TransCo Lawyer-members of the Board attend the Mandatory Continuing Legal Education training. Other members attend ICD sponsored seminar.	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?	No
	Disclosure and Transparency
		2. Quality of Annual Report	2019 Annual Report	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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