TransCo

Previous CGS: 2014, 2015, 2016, 2017, 2018, 2019, 2020

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CY 2021
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 Quality Policy Statement	Yes
		b. Elaborates its effort to interact with the communities in which they operate?	Community Outreach Efforts	Yes
		c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?	Environmental Compliance Assessment TransCo Final Environmentally friendly value chain	Yes
	2. Does the GOCC disclose the activities that it has undetaken to implement the abovementioned policies?
		a. Customer health and Safety	Health and Safety of Employees Circular No. 2021-0010 TransCo's Transition Plan On Operational Capacity Work Arrangements And Other Safety Protocols During The Covid-19 Pandemic Circular No. 2021-0011 Amendment of Sec. 4.2 Of Circular No. 2021-0010 (TransCo's Transition Plan On Operational Capacity Work Arrangements And Other Safety Protocols During The Covid-19 Pandemic) Circular No. 2021-0012 Amendment To Circular No. 2021-0010 (TransCo's Transition Plan On Operational Capacity Work Arrangements And Other Safety Protocols During The Covid-19 Pandemic) Circular No. 2022-003 Addendum To Circular Nos. 2021-0010 And 2021-0012 (TransCo's Transition Plan On Operational Capacity Work Arrangements And Other Safety Protocols During The Covid-19 Pandemic) Clarification on TransCos Transition Plan on Operational Capacity Work Arrangments and other Safety Protocols during the COVID-19 Pandemic National Simulated Earthquake Drill Memo Order 2018-002 (Health & Safety Comittee Memo Order 2018-010 Additional HSC Member Memo Order 2018-034 Re ERT Memorandum 2021-003 (Reconstitution of the Health and Safety Comittee) Memorandum Order No. 2021-049 (Reconstitution of the TransCo Emergency Response Team (ERT)	Yes
		b. Interaction with the communities	2021 TransCo's Interaction with communities	Yes
		c. Environmentally-friendly value chain	Environmental Compliance Assessment TransCo Final Environmentally friendly value chain	Yes
	3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section?		2021 TLFI Accomplishment Report	Yes
	4. Where stakeholders interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.		TransCo Contact Information and Details	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	TransCo Citizen's Charter (7th Edition)	Yes
	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?	Health and Safety of Employees	Yes
		b. Does the GOCC publish data relating to health, safety and welfare of its employees?	Circular No. 2021-0010 TransCo's Transition Plan On Operational Capacity Work Arrangements And Other Safety Protocols During The Covid-19 Pandemic Circular No. 2021-0011 Amendment of Sec. 4.2 Of Circular No. 2021-0010 (TransCo's Transition Plan On Operational Capacity Work Arrangements And Other Safety Protocols During The Covid-19 Pandemic) Circular No. 2021-0012 Amendment To Circular No. 2021-0010 (TransCo's Transition Plan On Operational Capacity Work Arrangements And Other Safety Protocols During The Covid-19 Pandemic) Circular No. 2022-003 Addendum To Circular Nos. 2021-0010 And 2021-0012 (TransCo's Transition Plan On Operational Capacity Work Arrangements And Other Safety Protocols During The Covid-19 Pandemic) Clarification on TransCos Transition Plan on Operational Capacity Work Arrangments and other Safety Protocols during the COVID-19 Pandemic HSC Minutes of Meeting - 09 November 2021 HSC Minutes of Meeting - 14 December 2021 Memorandum Order No. 2021-049 (Reconstitution of the TransCo Emergency Response Team (ERT)	Yes
		c. Does the GOCC have training and development programmes for its employees?	Training Programs and Activities 2021	Yes
		d. Does the GOCC publish data on training and development programs for its employees?	Training Programs and Activities 2021	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.
		a. Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior?	Procedures for Complaints 2021	Yes
		b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?	Procedures To Protect Employees 2021	Yes
II. Disclosure and Transparency (35%)
	7. Quality of Annual Report Does the GOCC's annual report disclose the following items:
		a. Corporate objectives	Corporate Mandates	Yes
		b. Financial performance indicators	2021 Financial Performance Indicators (Unaudited) (the COA has yet issue Annual Audit Report for CY 2021)	Yes
		c. Non-financial performance indicators	2021 Performance Scorecard	Yes
		d. Details of whistle-blowing policy	Whistle Blowing Policy	Yes
		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	Certificate - Corporate Secretary GCOP - March 3 & 4, 2021 Certificate - May 25, 2021 Certificate - May 26, 2021 Certificate - August 16, 2021	Yes
	8. Are the Annual Reports downloadable from the GOCC's website?
	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 such issue?	Statement Confirming Full compliance with the Manual of Corporate Governance	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?	2021 Statement of Financial Position (Unaudited) (the COA has yet issue Annual Audit Report for CY 2021) 2021 Statement of Financial Performance (Unaudited) (the COA has yet issue Annual Audit Report for CY 2021)	Yes
		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?
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?	Resolution No. 2020-05 Mission and Vision	Yes
		b. Does the Board of Directors monitor/ oversee the implementation of the corporate strategy?	Resolution 25-2021 & 2020 Scorecard	Yes
	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?	TransCo Board Resolution No. 2019-27 Details of TransCo Code of Conduct 2021	Yes
		b. Does the GOCC disclose that all Directors/ Commissioners, senior management and employees are required to comply with the code?	TransCo Board Resolution No. 2019-27 TransCo Disclosure that all Directors are required to comply with the code 2020	Yes
		c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?	Grievance Machinery Resolution No. 27 Code of Conduct TransCo Board Resolution No. 2019-27 Implementation and Monitoring of Code of Conduct	Yes
	14. Does the Board appoint a Nomination and Compensation / Remuneration Committee?		Resolution No. 2021-18 NCR	Yes
	15. Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year?		2021 NRC Attendance 2021 NRC Notices	Yes
	16. If yes, is the report of the Nomination and Compensation/Renumeration Committee publicly disclosed?		NRC Report	Yes
	17. Does the Board appoint an Audit Commitee?		Resolution 26 Board Audit Committee TransCo Governance Manual	Yes
	18. If yes, is the report of the Audit Committee publicly disclosed?		CY 2021 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)?		Audit Comittee	Yes
	20. Did the Audit Committee meet at least four times during the year?		BdAC Attendance 2021	Yes
	21. Does the Board appoint a Risk Management Commitee?		Resolution No. 2019-08	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 2021 Corporate Risks and Opportunities Registers (ROR)	Yes
	23. Does at least one member of the Risk Management Committee have a background in finance and investments?		RMC 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)	2021 Attendance Form 2021 TransCo Board Attendance 2021 Certificate Meeting Schedule	Yes
		b. Does the Board of Directors meet at least monthly?	2021 TransCo Board Attendance 2021 Board Notices 2021 Certificate Meeting Schedule	Yes
		c. Did the Board of Directors meet on at least 75% on their scheduled meetings?	2021 Attendance Form 2021 TransCo Board Attendance 2021 Certificate Meeting Schedule	Yes
		d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?	2021 Attendance Form 2021 TransCo Board Attendance 2021 Certificate Meeting Schedule	Yes
		e. Did the Board of Directors meet separately at least once during the year without the President/ CEO present?	2021 TransCo Board Attendance 2021 Certificate Meeting 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?	Memorandum Certificate Adherence To Three Working Days Advance	Yes
		b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?	Corporate Secretary's Profile Corporate Secretary Certificate	Yes
	26. Internal Audit
		a. Does the company have a separate internal audit function?	TransCo Table of Organization TransCo Governance Manual	Yes
		b. Does the appointment and removal of the intemal auditor require the approval of the Audit Committee?	Agenda - April 15 Resolution No. 26 BdAC Approval of IAD Personnel TransCo Governance Manual	Yes
	27. Risk Oversight
		a. Does the company disclose the internal control procedures/risk management systems it has in place?	2016-12-011 Circular No. 2016-015 TransCo Risk Management System Memorandum Order No. 2021-030 (Creation of TransCo Risk Management Council (RMC))	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?	Statement On Review Of Financial and Operational System Statement Confirming Full Compliance With The Annual Of Corporate Governance	Yes
		c. Does the company disclose how key risks are managed?	2016-12-011 Circular No. 2016-015 TransCo Risk Management System Memorandum Order No. 2021-030 (Creation of TransCo Risk Management Council (RMC)) PM-T-14 REV1	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?	Statement On Review Of Financial and Operational System Statement Confirming Full Compliance With The Annual Of Corporate Governance	Yes
	28. Board Chairman
		Do different persons assume the roles of Chairman and CEO?	Board Resolution 2018-022 TransCo Board Chairman	Yes
	29. Board of Directors Development
		a. Does the GOCC have orientation programmes for new Directors?	Directors Orientation Program Certificate Orientation Program	Yes
		b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?	Certification Budget GCG Memorandum Circular No. 2012-07	Yes
		c. Did all Appointive Directors attend at least 1 training for the calendar year?	Certification Training and Seminars GCOP - March 3 & 4, 2021 Certificate - May 25, 2021 Certificate - May 26, 2021 Certificate - August 16, 2021	Yes
	30. Board Appraisal
		a. Is an annual performance assessment conducted of the Board of Directors?	Sec. 13 p. 19 - TransCo Corporate Governance Manual Disclosure on the In-House Board and Committee Appraisal	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) Disclosure on the In-House Board and Committee Appraisal	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 (4th Issue) dated 02 May 2021, (Performance Evaluation for Directors in the GOCC Sector) Disclosure on the In-House Board and Committee Appraisal	Yes
	31. Committee Appraisal
		Is an annual performance assessment conducted of the Board of Directors Committees?	Sec. 13 - TransCo Manual on Corporate Governance Disclosure on the In-House Board and Committee Appraisal	Yes
Bonus
	Stakeholder Relationships
		1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports?
	Disclosure and Transparency
		2. Is the audited annual financial report or statement released within 30 days upon receipt from COA?
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?

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