TransCo

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

2020 Annual Report

CY 2020
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 COVID-19 efforts Manual of Corporate Governance Section 33	Yes
		c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?	Environmental Compliance Assessment Environmental Compliance Assessment of NGCP-Operated Facilities 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. 2020-012 Alternative Work Arrangement and other Pertinent Guidelines Circular No. 2020-058 (Operational Capacity to be adopted by TransCo in Accordance with CSC Memo Circular No. 18 S.2020 IATF Omnibus Guidelines on the Implementation of the Community Quarantine in the Philippines 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	Community Outreach COVID-19 efforts Community Outreach Activities TLFI 2019 Accomplishment Report rev4 TransCo's Interactions To 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?		TransCo Final Environmentally friendly value chain Section 33. Corporate Social Responsibility Principles	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
	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 2020-048 ECU APE Circular 2020-010 Circular 2020-017 Circular 2020-058 Circular 2020-012 Health Safety and Welfare Activities 2020	Yes
		c. Does the GOCC have training and development programmes for its employees?	Training Programs and Activities 2020	Yes
		d. Does the GOCC publish data on training and development programs for its employees?	Training Programs and Activities 2020 Publish Data on Training Programs and Activities 2020	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?	TransCo Board Resolution No. 2019-27 Procedures for Complaints 2020	Yes
		b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?	TransCo Board Resolution No. 2019-27 Procedures To Protect Employees 2020 TC-2016-012 TransCo Whistleblowing Policy	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	CY 2020 Financial Performance Indicators 2020 Annual Report	Yes
		c. Non-financial performance indicators	2020 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	Board of Directors	Yes
	8. Are the Annual Reports downloadable from the GOCC's website?		2020 Annual Report	Yes
	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?	Statements	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?	2020 Audited Financial Report was received from COA on 16 June 2021, and published on the website on 23 June 2021 2020 Statement of Financial Position 2020 Statement of Financial Performance	Yes
		b. Is the annual report released within 90 days from release of audited financial report?	2020 Financial Statements released by COA on 16 June 2021; 2020 Annual Report published in website on 13 September 2021. 2020 Annual Report	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?	Statement confirming the truth and fairness	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?	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?		2020 Performance Scorecard	Yes
	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 2020	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?		Attendance of the NRC Notice - March 12 Notice - August 12 Notice - October 1 Notice - October 15	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 2020 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)?		2020 Annual Report	Yes
	20. Did the Audit Committee meet at least four times during the year?		BdAC Attendance and Notices 2020	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?
	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)	Attendance Sheet Notice - March 12 [1]	Yes
		b. Does the Board of Directors meet at least monthly?	Attendance Sheet	Yes
		c. Did the Board of Directors meet on at least 75% on their scheduled meetings?	Attendance Sheet	Yes
		d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?	Attendance Sheet	Yes
		e. Did the Board of Directors meet separately at least once during the year without the President/ CEO present?	BdAC Attendance and Notices 2020	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	Yes
		b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?	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 BdAC Agenda (Dec. 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?	Statements	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?	Statements	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?	Directors Orientation Program	Yes
		b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?	Directors Trainings and Continuing Education	Yes
		c. Did all Appointive Directors attend at least 1 training for the calendar year?	Certificates	Yes
	30. Board Appraisal
		a. Is an annual performance assessment conducted of the Board of Directors?
		b. Does the GOCC disclose the process followed in conducting the Board assessment?
		c. Does the GOCC disclose the criteria used in the Board assessment?
	31. Committee Appraisal
		Is an annual performance assessment conducted of the Board of Directors Committees?
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?	CY 2020 Financial Performance Indicators	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?	Certification	N/A
		2. Is there non-compliance with Good Governance Conditions?	Certification	Yes

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