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Chairman and Board of Directors
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The Chairman and Board of Directors
CY 2020 - 2022
- Category: About Pra
The Corporate Governance Scorecard (CGS) is a corporate governance rating system designed to raise the standards of corporate governance practices of the GOCCs to be at par with the ASEAN state-owned enterprises. It is a list of questions used to rate a GOCC's governance policies and practices on the basis of the three (3) OECD Principles of Corporate Governance for State-Owned Enterprises.
|1. Does the GOCC disclose a policy that:|
|a. Stipulates the existence and scope of its effort to address customer's welfare?||PRA’s adoption of the Strategic Engagement Management Plan (SEMP) and its commitment to the Performance Agreement entered with the GCG reflects our dedication in prioritizing the well being of our customers. It is also stated in our Manual of Corporate Governance to ensure fair treatment of our stakeholders and to strengthen PRA’s relations with them. Policies relating to the interest of our stakeholders are also detailed in the 2016 Annual Report. Executive Order No. 146 streamlined the procedures and requirements for the processing of applications. These are detailed in flowcharts published in our website under menu item Services. The Board approved the PRA Freedom of Information Manual to provide the guidelines, process and procedures in dealing with requests for information received under Executive Order (E.O.) No. 02 on Freedom of Information (FOI).||
|b. Elaborates its efforts to interact with the communities in which they operate?||
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?
|2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?|
|a. Customer health and safety||
As part of its commitment in promoting the health and safety of its stakeholders, PRA implemented programs and activities promoting their well-being which are likewise in line with the agency's projects.
|b. Interaction with the communities||
The PRA allocates material and human resources to initiate or enchance community projects primarily for settlements affected by reclamation programs as part of its mandate and as an expression of its corporate social responsibility.
To achieve inclusive growth, the PRA is committed to establishing an institutional mechanism for educating the public about reclamation and integrating their views in reclamation activities.
Various activities were conducted in year 2017 to strengthen the agency's communication and ties with its stakeholders
|c. Environmentally-friendly value chain||
Compliance with Environmental Laws:
PRA stongly adheres to environmental laws by requiring an Environmental Compliance Certificate (ECC) compliance prior to the start of any reclamation projects.
Monitoring of proponens' compliance with the ECC conditions was strengthen in year 2017 through active participation as member of the Multi-partite monitoring team (MMT) of the following projects:
Leadership Towards Establishment of Mangroves and Beach Forest:
PRA's commitment to its stakeholders largely involves the latter's participation in the envisonmentally friendly value chain.
The establishment of nursery and production of seedlings (mangroves and beach forest species) in a parcel of the Nula-Tula site was undertaken in consultation and collaboration with the community. This was identified as possible livelihood of the local community where they can supply the needed seedlings not only for One Resilient Project but also for similar projects requiring seedlings.
The seed grant was partially downloaded in the 3rd quarter of 2017. Purchase of seedlings, site preparation and staking were thus conducted.
Internal Environment-Friendly Initiatives:
PRA makes and executes cost-cutting plans and actions to save the environment.
|3. Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section?||Yes|
|4. Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. 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?||Yes|
|5. Performance-enhancing mechanisms for employee participation|
|a. Performance-enhancing mechanisms for employee participation should be permitted to develop. Does the GOCC explicitly mention the health, safety and welfare policy for its employees?||
Employee welfare is part of PRA's core values. We always strive to provide the needs of our employees through diligent planning and observation of career developments and policies. Implementation of HR programs and activities are published on the website.
|b. Does the GOCC publish data relating to health, safety and welfare of its employees?|
|c. Does the GOCC have training and development programmes for its employees?||
The PRA believes in enhancing and maintaining a cohesive organization whose personnel are consistently infused with esprit de corps and undergo training and reskilling according to a well-defined competency framework. The Agency dedicates itself to maintaining a culture of professionalism, integrity and accountability among its workforce.
|d. Does the GOCC publish data on training and development programs for its employees?|
|6. Performance-enhancing mechanisms for employee participation|
|a. 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 GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior?||Stated in the PRA website's Employees Hub are the policies the Agency adheres to and activities implemented to secure and protect our employees.||
|b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?|
|7. Quality of Annual Report
Does the GOCC's annual report disclose the following items:
|a. Corporate objectives||
Strategic Objectives based on 2017 Strategy Map:
|b. Financial performance indicators||PRA recorded a net income of PhP 1.5 Billion for CY 2017.|
|c. Non-financial performance indicators||Non-Financial Highlights|
|d. Details of whistle-blowing policy?||Whiltle Blowing Policy||
|e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners||2017 Directors' Profile||
|f. Does the GOCC's annual report disclose the following items: Training and/or continuing education programme attended by each director/commissioner||2017 Directors' Trainings
The following PRA directors did not attend any trainings for CY 2017:
|8. Are the annual reports downloadable from the GOCC's website?||Downloadable under the menu item About PRA -> Annual Reports and Transparency Seal item VI||Downloadable under the menu item About PRA -> Annual Reports and Transparency Seal item VI|
|9. 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?||The Board of Directors confirmed the agency's full compliance with the Code of Corporate Governance||
2017 Statement of Full Compliance with the Code of Corporate Governance
|10. Timely filing/release of annual/financial reports|
|a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?||Yes. 2017 AFS received by PRA from COA on June 29, 2018. It was posted in the PRA website on July 24, 2018.||PRA 2017 Audited Financial Statement (under Transparency Seal Item VI. Annual Financial Reports)|
|b. Is the annual report released within 90 days from release of audited financial report?||N/A|
|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?||Yes||Statement of Directors for Financial Year Ended 31 December 2017|
|11. Corporate Vision and Mission/ Strategy|
|a. Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year?||Yes. The Board of Directors reviewed the Mission-Vision and the 2017 Strategy Map and the Strategic Objectives on January 11-13, 2017||Role of the Board in Corporate Strategy
Manual of Corporate Governance page 5 item 4.3.b and 4.3.i
|b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?|
|12. Did the GOCC achieve 90% in the PES?||N/A|
|13. Code of ethics or conduct|
|a. Are the details of the code of ethics or conduct disclosed?||
The PRA Code of Ethics, describes the duties, responsibilities, policies, implementation process, monitoring and conduct of every employee which should be strictly observed. PRA also adheres to CSC rules and regulations on proper norms and conduct of a civil servant. These are stated under the Employees Hub.
|Link under menu item About PRA|
|b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?||
Code of Ethics Section 2 Norms of Conduct and Section 3 Duties of PRA Officials and Employees
|c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?||
Code of Ethics Section 5 Prohibited Acts and Transactions
|14. Does the Board appoint a Nomination Compensation/Remuneration Committee?||Yes||
|15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?||Yes|
|16. If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed?||No|
|17. Does the Board appoint an Audit Committee?||Yes||
|18. If yes, is the report of the Audit Committee publicly disclosed?||Yes||2017 Audit Committee Report|
|19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?||Yes||Director Warren Rex H. Liong|
|20. Did the Audit Committee meet at least four times during the year?||Yes|
|21. Does the Board appoint a Risk Management Committee?||Yes, members are stated in the Committee report.|
|22. If yes, is the report on Risk Management Committee publicly disclosed?||Yes||2017 Risk Management Committee Report|
|23. Does at least one member of the Risk Management Committee have a 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 Q1)||Yes. Regular Board meetings are held every third Wednesday of the month. Changes and adjustments in the schedule are made relative to the availability of the GM/CEO, Chairman of the Board and Board of Directors.|
|b. Does the Board of Directors meet at least monthly?||Yes||2017 Board Attendance|
|c. Did the Board of Directors meet on at least 75% on their scheduled meetings?||Yes|
|d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?||Yes|
|e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?||Yes. GM&CEO Janila E. Rubiato is not a member of the Risk Management Committee, hence not present in its meetings.|
|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?||Yes. Board materials are provided to the board at least three (3) working days prior to the scheduled board meeting pursuant to the PRA by-laws. PRA has also implemented Paperless Board meeting. Board folios can be downloaded online through an application specifically for PRA use only on tablets, mobile phone, laptops or desktops.||
|b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?||Yes||Board Secretary's Profile|
|26. Internal Audit|
|a. Does the company have a separate internal audit function?||Yes.||Organizational Chart|
|b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?||Yes. Based on the Philippine Reclamation Authority Charter of the Audit Committee dated 22 March, 2013, appointment and removal of the Internal Auditor shall come from the Audit Committee.|
|27. Risk Oversight|
|a. Does the company disclose the internal control procedures/risk management systems it has in place?||Yes||Material Risk Factors and Strategies GCG MC No. 2013-05|
|b. 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?||Yes.||Audit Committee's Certification|
|c. Does the company disclose how key risks are managed?||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 systems?||Yes. A certification was issued by the Audit Committee through the Internal Audit Division of its review of the adequacy of PRA's internal controls and process of monitoring compliance for year 2017.||Audit Committee's Certification|
|28. Do different persons assume the roles of Chairman and CEO?||Yes.||2017 Directors' Profile|
|29. Orientation Program|
|a. Does the GOCC have orientation programs for new Directors?||Yes. New appointive Director/s undergo orientation program facilitated by the Management Committee and CORPLAN-MIS Department. The orientation covers topics such as the duties and responsibilities of each unit/department, status of projects, financial and non-financial standing of the Agency||
|b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programs?||Yes. PRA, in its recognition of the importance of development and growth, encourages the Board of Directors to attend trainings and/or continuous professional education programs. They are apprised of relevant seminars and courses and provides for the necessary arrangements and funding.||PRA Policy|
|c. Did all Appointive Directors attend at least 1 training for the calendar year?||
The following PRA directors did not attend any trainings for CY 2017:
|30. Board Appraisal|
|a. Is an annual performance assessment conducted of the Board of Directors?||
The PRA Board Performance Assessment was developed to enhance the Board's professionalism, which also serves as a useful incentive for the board members to devote sufficient time and effort to thier duties. The performance assessment is also used as a reference in the recommendation of continuing education and training programs for the Board members.
The Performance Assessment is conducted annually among the Board and Board-level Committees as a collegial bodies, as well as among the members as individual members of the Board. The results of the performance assessments are evaluated and deliberated upon annually by the Corporate Governance Committee in a duly constituted meeting.
The Criteria used in the Performance Assessment of the Board is as follows:
(40%) Leadership (refers to the fulfillment of Board's Key Responsibilities)
(30%) Productivity (refers to Board's formulation of policies)
(30%) Diligence (refers to Board's attendance and active participation in meetings)
Total of 100%
|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. Is an annual performance assessment conducted of the Board of Directors Committees?||
Yes. Annual Performance Assessments are conducted of the Board-level Committees using the criteria and process as the Performance Assessment of the Board of Directors.
|Does the GOCC practice Global Reporting Index (GRI) on its annual reports||No.|
|Is the audited annual financial reports/statement released within 30 days upon receipt from COA||
Yes. 2017 AFS received by PRA from COA on June 29, 2018. It was posted in the PRA website on July 24, 2018.
|2017 Audited Financial Statements|
|1. Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs?||None.|
|2. Is there non-compliance with Good Governance Conditions?||None.|