Corporate Good Governance Scorecard

A Rights of Shareholders Source/Location YES/NO Point
A.1 Basic Shareholder Rights
A.1.1 Does the company pay(interim and final/annual dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being declared for interim dividends and approved by annual general assembly meeting(AGM) for final dividends? Page 29 Annual Book Audited FS- Cash flow statements in the amount of Php 66,173,852 YES 0

 

A.2 Right to participate in decisions concerning fundamental corporate changes.
A.2.1 Amendments to the company’s constitution? Page 11 Annual Book 44th Minutes of GA meeting

Page 11 45th AGA Annual Report 2016

Bylaws – p.

YES 0
A.2.2 The authorization of additional shares? YES 0
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? YES 0
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed to the rules, including voting procedures, thate govern general shareholder meetings YES 0
A.3.1 Do shareholders have the opportunity, evidence by an agenda item, to approve remuneration (Fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/ commissioners? Page 10 45th AGA Report 2016 Minutes of 44th AGAM YES 0
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/ commissioners? Page 12 45th AGA Report 2016 Minutes of44th AGAM YES 0
A.3.3 Does the company disclose the voting and vote tabulation procedures used, declaring booth before the meeting proceeds? Page 12 45th AGA Report 2016 Minutes of44th 
Does the company disclose the voting and vote tabulation procedures used, declaring booth before the meeting proceeds? Page 12 45th AGA Report 2016 Minutes of44th AGAM YES 0
A.3.5 Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? Page 9-11, 44th AGAM Minutes

do

 

do

do

 

Page 6 – 45th AGA Report 2016

 

Page 9 – 45th AGA Report move of AGAM 44

Page 10 – 45th AGA Report move of AGAM 44

Page 10 

YES 0
A.3.6 Do the minutes of the most recent AGM record questions and answers? YES 0
A.3.7 Do the disclosure of the outcome of the most recent AGM include resolution(s)? YES 0
A.3.8 Does the company disclose the voting results including approving, dissenting and abstaining votes for each agenda item for the most recent AGM? YES 0
A.3.9 Does the company disclose the list of board members who attended the most recent AGM? YES 0
A.3.10 Did the chairman of the board of directors/ commissionerse attend the most recent AGM? YES 0
A.3.11 Did the CEO/ Manageging Director/President attend the most recent AGM? YES 0
A.3.12 Did the chairman of the Audit Committee attend the most recent AGM? YES 0
A.3.13
Front
page
Did the company organise their most recent AGM in an easy to reach location? Page 10  YES 0
A.3.14 Does the company allow for voting in absentia? Page 10
Articles of Association
NO 0
A.3.15 Did the company vote by poll(as opposed to by show of hands) for all resolutions at the most recent AGM? Page 12 -do- YES 0
A.3.16
Sec.26
Does the company disclose that it has appointed an Independent party (scrutineers/inspectors) to count and /or validate the vote at the AGM? Page 12 -do- YES 0
A.3.17
Pg.9-10
Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? Page 12 -do- YES 0
A.3.18 Do companies provide at least 21 days notice of all resolutions? Web. News-Announcement of  44th GAM YES 0
A.3.19 Does the company provide the rational and explanation for each agenda item which require shareholders’ approval in the notice of AGM/ circulars and/ or the accompanying statement do YES 0

 

A.4 Markets for corporate control should be allowed to function in an effifient and transparent manner.
A.4.1 In case of mergers, acquisitions and/or takeovers, does the board of directors/ commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? By laws YES 0

 

A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated?
A.5.1 Does the company publicly disclose policies to encourage shareholders including institutional shareholders to attend the AGM? Web- announcement YES 0
A.5.2 Is the share ownership by institutional investors, other than controlling shareholders, greater than 5%? YES 0
B Equitable Treatment of Shareholders Source/Location YES/NO Point
B.1 Shares and voting rights
B.1.1 Do the company’s ordinary or common shares have one vote for one share? By-laws

 

Invitation notice of AGAM

YES 0
B.1.2 Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares(e.g. through the company website/ reports/ the stock exchange/ the regulator’s website)? YES 0

 

B.2 Notice of AGM
B.2.1  

Do the company’s ordinary or common shares have one vote for one share?

 

 

44th AGAM Page 9

Page 10

Page 11

Page 12

notice of AGAM

YES 0
B.2.2 Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares(e.g. through the company website/ reports/ the stock exchange/ the regulator’s website)? YES 0
Does the notice of AGM/ circulars have the following details:
B.2.3 Are the profiles of directors/ commissioners (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/ re-election included? Election Guidelines Yes 0
B.2.4  

Are the auditors seeking appointment/ re-appointment clearly Identified?

By laws Rule 4  

RA 9520 AR- P.26

Yes 0
B.2.5 Has an explanation of the dividend policy been provided? Yes 0
B.2.6
P-10
Is the amount payable for final dividends disclosed? By laws Rule 4        

RA 9520 AR- P.26

Yes 0
B.2.7 Documents require to be proxy/ were the proxy documents made easily available? N/A 0

 

B.3 Insider trading and abusive self-dealing should be prohibited.
B.3.1 Does the company have policies and/or rules prohibiting directors/ commissioners and employees to benefit from knowledge which is not generally available to the market? N/A 0
B.3.2 Are the directors and commissioners required to report their dealings in company shares within 3 business days? N/A 0

 

B.4 Related party transactions by directors and key executives.
B.4.1 Are directors and commissioners required to disclose their interest in transactions and any other conflicts of interest? Board Protocol YES 0
B.4.2
Comm
Does the company have a policy requiring a committee of independent directors/ commissioners to review material/ significant RPTs to determine whether they are in the best interest of the company? YES 0
B.4.3
Comm
Does the company have a policy requiring board members(directors/ commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? By-laws YES 0
B.4.4
Comm
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates.  Car loan Policy YES 0

 

B.5 Protecting minority shareholders from abusive actions
B.5.1 Were there any RPTs that can be classified as financial assistance to entitles other than wholly-owned subsidiary companies? YES 0
B.5.2 Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? YES 0
C Role of Stakeholders Source/Location YES/NO Point
C.1 The rights of stakeholders that are established by law
Does the company disclose a policy that:
C.1.1 Stipultates the existence and scope of the company’s efforts to address customers’ health and safety? VMG

BAC

VMG

 

 

Board Protocol

YES 0
C.1.2 Explains supplier/ contractor selection practice? YES 0
C.1.3 Describes the company’s effort to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? YES 0
C.1.4 Elaborates the company’s effots to interact with the communities in which they operate? YES 0
C.1.5 Directs the company’s anti-corruption programmes and procedures? YES 0
C.1.6
P-2
Describes how creditors’ rights are safeguarded? YES 0

 

Does the company disclose the activities that it has undertaken to implement the above mentioned policies?
C.1.7 Customer health and safety Protocol

 

 

Board Protocol

Page 9 Minutes of Meeting

VMG

YES 0
C.1.8 Supplier/Contractor selection and criteria YES 0
C.1.9 Environmentally-friendly value chain YES 0
C.1.10 Interaction with the communities YES 0
C.1.11 Anti-corruption programmes and procedures YES 0
C.1.12 Creditors’ right 0
C.1.13 Does the company have a separate corporate responsibility (CR) report/ section or sustainability report/section? 0

 

C.2 Where stakeholder interests are protected by law, stakeholders should have the oppurtunity to obtain effective redress for violation of their rights.
C.2.1 Does the company contact details via the company’s website or Annual Report which stakeholders (e.g. customers, suppliers, general publilc, etc.) can use to voice their concerns and/or complaints for possible violation of their rights? Facebook

Twitter

Web

YES 0

 

C.3 Performance-enhancing mechanism for employee participation should be permitted to develop.
C.3.1 Does the company explicitly disclose the health, safety and welfare policy for its employees Personnel Manual YES 0
C.3.2 Does the company publish data relating to health, safety and welfare of its employee AR- 2016, Page 16 YES 0
C.3.3 Does the company have training and development programmes for its employees? Page 15 Personnel Devt YES 0
C.3.4 Does the company publish data on training and development programmes for its employees? Page 17-18

C.3.4

YES 0
C.3.5

 

 

C.4

 

 

C.4.1

 

 

C.4.2

Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures?

 

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.

Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour?

 

Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?

 

 

 

Code of Conduct

 

 

 

 

 

YES

 

 

NO

0
D Disclosure and Transparency Source/Location YES/NO Point
D.1 Transparent ownership structure
D.1.1 Does the information on shareholdings reveal the identity of beneficial owners, holding 5 % shareholding or more? google.com.ph

 

 

 

 

N/A 0
D.1.2 Does the company disclose the direct and indirect(deemed) shareholdings of major and/or substatial shareholders? N/A 0
D.1.3 Does the company disclose the direct and indirect(deemed) shareholdings of directors(commissioners)? N/A 0
D.1.4 Does the company disclose the direct and indirect(deemed) shareholdings of senior management? N/A 0
D.1.5 Does the company disclose details of the subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/(SPVs)? N/A 0

 

D.2 Quality of Annual Report
Does the company’s annual report disclose the following terms:
D.2.1 Key risks Page 14

Inside Cover

 

Page 81 VMC

Page 81

 

By Laws- Rule 4

 

YES 0
D.2.2 Corporate objectives YES 0
D.2.3 Financial performance indicators YES 0
D.2.4 Non-financial performance indicators YES 0
D.2.5 Divident Policy NO 0
D.2.6 Details of whistle-blowing policy 0
D.2.7 Biographical details(at least age, qualification, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners YES 0
D.2.8 Training and/or continuing education programme attended by each directors/commissioner Page 16-17 YES 0
D.2.9 Number of board of directors/commissioners meetings held during the year (4X) notice of meeting YES 0
D.2.10 Attendance details of each director/commissioner in respect of meetings held YES 0
D.2.11 Details of remuneration of CEO and each member of the board of directors/commissioners YES 0
Corporate Governance Confirmation Statement
D.2.12 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? YES 0

 

D.3 Disclosure of related party transaction(RPT)
D.3.1 Does the company disclose its policy covering the review and approval of material/ significant RPT? Yes 0
D.3.2 Does the company disclose the name of the relateed party and relationship for each material/significant RPT? Yes 0
D.3.3 Does the company disclose the nature and value for each material/significant RPT? Yes 0

 

D.4 Directors and commissioners dealings in shares of the company
D.4.1 Does the company disclose trading in the company’s shares by insiders? N/A 0

 

D.5 External Auditor and Auditor Report
D.5.1 Are audit fees disclosed? Yes 0
Where the same audit firm is engaged for both audit and non-audit services? 0
D.5.2 Are the non-audit fees disclosed N/A 0
D.5.2 Does the non-audit fees exceed the audit fees? N/A 0

 

D.6 Medium of Communications
Does the company use the following modes of communications? Yes 0
D.6.1 Quarterly Reporting IC  and BOD Yes 0
D.6.2 Company Website www.climbs.coop Yes 0
D.6.3 Analyst’s briefing N/A 0
D.6.4 Media Briefings/ Press Conference Yes 0

 

D.7 Timely filing/ release of annual/financial reports
D.7.1 Is the audited annual financial report release within 120 days from the financial year end? Annual Management Page 23-26 Yes 0
D.7.2 Is the audited annual financial report released within 90 days from the financial year end? web’s www. 44th, 45th Yes 0
D.7.3 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? Page 76 Yes 0

 

D.8 Comapny Website
Does the company have a website disclosing up-to-date information on the followong:
D.8.1 Business Operations www.climbs.coop Yes 0
D.8.2 Financial Statements/ reports (current & prior years) do Yes 0
D.8.3 Materials provided in briefings to analyst & media Yes 0
D.8.4 Shareholding structure Yes 0
D.8.5 Group corporate structure Yes 0
D.8.6 Downloadable Annual Report Yes 0
D.8.7 Notice of AGM and/or EGM do Yes 0
D.8.8 Company’s constitution(company’s by-laws, memorandum and articles of association) Yes 0
D.8.9 All of the above (D.8.3 to D.8.8) are available on English Yes 0

 

D.9 Investor Relations
D.9.1 Does the company disclose the contact details (e.g telephone, fax and emails) of the officer responsible for Investor relations Annual Report/ Contacts N/A 0
E Responsibilities of the Board Source/Location YES/NO Point
E.1 Board Duties and Responsibilities
E.1.1 Does the company disclose its corporate governance policy / board charter? Board Protocol                  Code of Conduct YES
E.1.2 Are  the types of decisions requiring board of directors/commissioners’ approval disclosed ? By Laws YES
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated ? By Laws YES
E.1.4 Does the company have a vision and mission statement?  YES
E.1.5 Does the board of directors/commissioners periodically review and approve the vision & mission?  YES
E.1.6 Does the board of directors monitor/oversee the implementation of the corporate strategy? YES
E.2 Board structure
E.2.1 Are the details of the code of ethics or conduct disclosed? Code of Conduct YES
E.2.2 Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? YES
E.2.3 Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? YES
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? Page 6 YES
E.2.5 Are the independent directors/commissioners independent of management and major/ substantial shareholders?  Page 6 YES
E.2.6 Does the company have a term limit of nine years or less for its independent directors/commissioners? By Laws YES
E.2.7 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? YES
E.2.8 Does the company have any independent directors/commissioners who serve on a total of  more than five boards of publicly-listed companies? NO
E.2.9 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? NO
E.2.10 Does the company have a Nominating Committee (NC)? Election Committee     Page 6 YES
E.2.11 Does the Nominating Committee comprise of a majority of independent directors/commissioners? Page 6  Elected by AGA NO
E.2.12 Is the chairman of the Nominating Committee an independent director/commissioner?  Elected by AGAM  NO
E.2.13 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? Election Policy YES
E.2.14 Did the Nominating Committee meet at least twice during the year? Page 8 YES
E.2.15 Is the attendance of members at Nominating Committee meetings disclosed? Page 82 YES
 

E.2.16

Remuneration Committee/ Compensation Committee

Does the company have a Remuneration Committee?

 

Page 80

 

YES

E.2.17 Does the Remuneration Committee comprise of a majority of independent directors/commissioners?  At Least 1 YES
E.2.18 Is the chairman of the Remuneration Committee an independent director/commissioner? NO
E.2.19 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee?  NO
E.2.20 Did the Remuneration Committee meet at least twice during the year? YES
E.2.21 Is the attendance of members at Remuneration Committee meetings disclosed? YES
 

E.2.22

Audit Committee

Does the company have an Audit Committee?

 Page 6 YES
E.2.23 Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? Page 12                   Required By Laws           RA 9520 NO
E.2.24 Is the chairman of the Audit Committee an independent director/commissioner?  Elected by GA  YES
E.2.25 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee?  By Laws RA 9520 YES
E.2.26 Does the Annual Report disclose the profile or qualifications of the Audit Committee members? By Laws YES
E.2.27 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? Page 7  YES
E.2.28 Did the Audit Committee meet at least four times during the year?  Page 80 YES
E.2.29 Is the attendance of members at Audit Committee meetings disclosed? NO
E.2.30 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? YES

 

E.3 Board process

    Board meetings and attendance

E.3.1 Are the board of directors meeting scheduled before the start of financial year?  Notice of Meeting           Jan 2017 YES
E.3.2 Does the board of directors/commissioners meet at least six times during the year?  (12X) meeting monthly ina year YES
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? 100%  YES
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions?  YES
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?  Execom Meetings Only N/A
E.3.6 Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting?  YES
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities?  YES
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices?  Page 6  YES
 

E.3.9

Board Appointments and Re-Election

Does the board of directors/commissioners periodically review and approve the vision & mission?

Code of Conduct  YES
E.3.10 Does the company disclose the process followed in appointing new directors/commissioners?  Page 82  YES
E.3.11 Are all the directors/commissioners subject to re-election at least once every three years? By Laws NA 9520               Every 2 years YES
E.3.12 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? NO
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners? YES
E.3.14 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives?  YES
E.3.15 Do independent non-executive directors/commissioners receive options, performance shares or bonuses? YES
 

E.3.16

 Internal Audit

Does the company have a separate internal audit function?

 Page 80 YES
E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?  Page 7 YES
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? YES
 

E.3.19

Risk Oversight

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

Page 80-81  YES
E.3.20 Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems?  Page 80-81 YES
E.3.21 Does the company disclose how key risks are managed?  YES
E.3.22 Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company’s internal controls/risk management systems? Page 80-81 YES

 

E.4 People on the Board

Board Chairman

E.4.1 Do different persons assume the roles of chairman and CEO?  Page 6-7 YES 0
E.4.2 Is the chairman an independent director/commissioner?  NO 0
E.4.3 Has the chairman been the company  CEO in the last three years? NO 0
E.4.4 Are the role and responsibilities of the chairman disclosed? 0
 

E.4.5

Skills and Competencies

Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?

All are coop                         Page 6-7  YES 0
E.4.6 Does the company disclose a board of directors/commissioners diversity policy?  Page 83 YES 0

 

E.5 Board Performance
E.5.1 Does the company have orientation programmes for new directors/commissioners?  Page 82 YES 0
E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes?  Web News YES 0

 

CEO/Executive Management

Appointments and Performance

E.5.3 Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? Strategic Planning  YES 0
E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?  Page 81  YES 0
 

E.5.5

Board Appraisal

Is an annual performance assessment conducted of the board of directors/commissioners?

Page 81 YES 0
E.5.6 Does the company disclose the process followed in conducting the board assessment? YES 0
E.5.7 Does the company disclose the criteria used in the board assessment? YES 0

 

Director Appraisal
E.5.8 Is an annual performance assessment conducted of individual director/commissioner?  YES 0
E.5.9 Does the company disclose the process followed in conducting the director/commissioner assessment?  YES 0
E.5.10 Does the company disclose the criteria used in the director/commissioner assessment? YES 0
 

E.5.11

Committee Appraisal

Is an annual performance assessment conducted of the board of directors/commissioners committees?

 Page 80 YES 0

 

Level 2 Penalty Source/Location YES/NO Point
A Rights of Shareholders

 

A.1 Basic shareholder rights
A.1.1 (B) Does the company allow the use of secure electronic voting in absentia  at the general meetings of shareholders?  YES 0
Level 2 Penalty Source/Location YES/NO Point
B Equitable treatment of shareholders

 

B.1 Notice of AGM
B.1.1(B) Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? YES 0

 

Level 2 Penalty Source/Location YES/NO Point
C Role of stakeholders
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.
C.1.1(B) Does the company practice integrated report on its annual reports?  NO 0
Level 2 Penalty Source/Location YES/NO Point
D Disclosure and Transparency

 

D.1 Quality of Annual Report
D.1.1(B) Are the audited annual financial report /statement released within 60 days from the financial year end? 0
D.1.2(B) Does the company disclose details of remuneration of the CEO?  YES 0
Level 2 Penalty Source/Location YES/NO Point
E Responsibilities of the Board

 

E.1 Board Competencies and Diversity
E.1.1(B) Does the company have at least one female independent director/commissioner? NO 0
E.2 Nominating Committee
E.2.1(B)

E.2.2(B)

Does the Nominating Committee comprise entirely of independent directors/commissioners?

Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company’s strategic directions?

YES

 

0
E.3 Board Appointments and Re-Election
E.3.1(B) Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners?

 

E.4 Board Structure & Composition
E.4.1(B) Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners?

 

E.5 Board Performance
E.5.1(B) Does the company have a separate level Risk Committee? YES