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CORPORATE GOVERNANCE SCORECARD REPORT – A
Name of GOCC: PHILIPPINE RETIREMENT AUTHORITY
Sector: TRADE, AREA DEVELOPMENT AND TOURISM SECTOR
Date Submitted: Thursday, March 30, 2023
Year being assessed: CY 2022
| COMPONENT | GOCC SUBMISSION |
I. Stakeholder Relationship
| ITEM | QUESTION | COMPLIANCE | ANS | REFERENCE LINK/SUPPORTING DOCUMENTS |
|---|---|---|---|---|
| 1.a | Does the GOCC disclose a policy that: Stipulates the existence and scope of its effort to address customer’s welfare? | The stakeholders of PRetA are identified in its Quality Management System (QMS) Manual posted in its corporate website.The QMS Manual includes a Stakeholder Mapping Matrix which indicates that PRetA identifies and determines through various means, the needs/requirements of each all its stakeholders, which are treated as valuable inputs to the review, formulation, and/or enhancement of programs, activities and projects (PAP), action plans, strategic initiatives, relevant policies and system development of PRA. Further, there were provisions under Sections 3 (a) to 3 (d) of Article II of PRetA Manual of Corporate Governance concerning welfare of its stakeholders. |
Y | Transparency Seal: IX-C. Quality Management System (QMS) Manual Corporate Governance: IV-E. PRA Manual of Corporate Governance |
| 1.b | Does the GOCC disclose a policy that: Elaborates its efforts to interact with the communities in which they operate? | There was no separate policy yet. However, may refer to the provisions of Sections 35, Communication Policy, of PRA Manual of Corporate Governance. | Y | Corporate Governance: IV-E. PRA Manual of Corporate Governance |
| 1.c | Does the GOCC disclose a policy that: Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | There was no separate policy yet. However, may refer to the provisions of Sections 35, Communication Policy, of PRA Manual of Corporate Governance. | Y | Corporate Governance: IV-E. PRA Manual of Corporate Governance |
| 2.a | Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? (Customer health and safety) | In the PRA E-Newsletter (Vol. 6) Issue March 2022, the PRA offered a Health Package rate for SRRV holders from one of its industry partners, Health Cube Medical Clinic, as an HMO option during their stay in the country. | Y | PRA E-News Letter Vol. 6 Issue 1 March 2022 |
| 2.b | Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? (Interaction with the communities) | In the year-end accomplishment report submitted to DOT Osec Frasco the PRA was able to disclose related activities to Interaction with the communities like the Social Integration Program of the SRRV holders | Y | |
| 2.c | Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? (Environmentally-friendly value chain) | None yet | N | |
| 3 | Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section? | The PRetA has a corporate social responsibility (CSR) statements that can be referred to its corporate website but no CSR activities. | N | Corporate Governance: IV-H. PRA Corporate Social Responsibility (CSR) Statement) |
| 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? | The contact details of the PRetA officers are indicated in the PRetA corporate website, i.e. Directory and Contact Us page and are also included in the posted PRetA Annual Reports. | Y |
Transparency Seal: I-B. Directory of Key OfficialsIII. PRA Annual Reports Corporate Governance:III-C.PRA Annual Reports
|
| 5.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? | There was no separate policy yet, however, may refer to the provisions of Article VII, Section 34 of PRA Manual of Corporate Governance. Also, attached are the office orders relative to the health, safety, and welfare and PRA’s employees. | Y |
Corporate Governance: IV-E. PRA Manual of Corporate Governance Availment of Annual Medical Check-up benefit for PRA employees 2022 PRA Team Building Activity
|
| 5.b | Does the GOCC publish data relating to health, safety and welfare of its employees? | There was no separate published data on the topic for 2022 but relatedly, the PRetA thru its Administrative Support Division has continuing COVID-19 response activities. | N | |
| 5.c | Does the GOCC have training and development programmers for its employees? | There are training and development programs being undertaken for PRetA’s employees through its Administrative Support Division. | Y | |
| 5.d | Does the GOCC publish data on training and development programmes for its employees? | There are training and development programs being undertaken for PRetA’s employees through its Administrative Support Division. | Y | |
| 6.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? | The PRetA has a Whistleblowing Policy approved by its Board of Trustees in 2017. | Y | Corporate Governance: IV-G. PRA Whistleblowing Policy |
| 6.b | Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? | The procedures on the protection of a whistleblower from retaliation are stated in the approved Whistleblowing Policy. | Y | Corporate Governance: IV-G. PRA Whistleblowing Policy |
II. Disclosure and Transparency
| ITEM | QUESTION | COMPLIANCE | ANS | REFERENCE LINK/SUPPORTING DOCUMENTS |
|---|---|---|---|---|
| 7.a | Does the GOCC’s website disclose the following items: Corporate objectives | The corporate objectives are the strategic objectives indicated in the Performance Scorecard of PRetA posted in its corporate website. | Y | Transparency Seal: V-A. GCG-Approved Performance Scorecards V-B. GCG-Validated Performance Scorecards Corporate Governance: III-I. PRA Performance Evaluation System(PES) IV.C-PRA Performance Scorecards |
| 7.b | Does the GOCC’s website disclose the following items: Financial performance indicators | The PRetA Financial performance (e.g. revenue, net operating income, dividends, etc.) are highlighted in the sections of its Annual Report and in its Performance Scorecard with specific performance indicator under the Finacial Perspective. Also, the COA Audited Reports are included in the PRetA Annual Reports. | Y |
Transparency Seal: |
| 7.c | Does the GOCC’s website disclose the following items: Non-financial performance indicators | The PRetA non-financial performance/ accomplishments (e.g. SRRV enrollment, after-enrollment services rendered, industry partners accreditation, etc.) are highlighted in the sections of its Annual Report. | Y |
Transparency Seal: Transparency Seal: V.A.2. 2022 Approved Performance Scorecard |
| 7.d | Does the GOCC’s website disclose the following items: Details of whistle-blowing policy | The procedures on the whistleblowing policy for PRetA’s stakeholders are cited in the approved Policy. | Y | Corporate Governance: IV-G. PRA Whistleblowing Policy |
| 7.e | Does the GOCC’s website disclose the following items: Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners | Details as disclosed and submitted by the Board/Trustees are provided in the PRetA website | Y | Corporate Governance: II. A. List of PRA Board of Trustees with attached Data Sheets |
| 7.f | Does the GOCC’s website disclose the following items: Training and/or continuing education programme attended by each director/commissioner | Details as disclosed and submitted by the Board/Trustees are provided in the PRetA website | Y | Corporate Governance: II. A. List of PRA Board of Trustees with attached Data Sheets |
| 9 | Does the GOCC’s website 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? | No. The PRA Website does not contain a statement confirming PRA’s full compliance with the Code of Corporate Governance. | N |
III. Board Responsibility
| ITEM | QUESTION | COMPLIANCE | ANS | REFERENCE LINK/SUPPORTING DOCUMENTS |
|---|---|---|---|---|
| 11.a | Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year? | The Annual Performance Evaluation System (PES) Documentary Requirements of the PRetA, including the Vision-Mission Statements and details of the performance targets for 2022, were reviewed and approved by the Board of Trustees on February 21, 2022. | Y | Board Approved PES for FY 2022 – Board Resolution No. 2, s. 2022 |
| 11.b | Does the Board of Directors monitor/oversee the implementation of the corporate strategy? | The PRetA’s Board of Trustees (BOT) approves the corporate objectives and strategies of the Agency. PRetA acquaints/informs the BOT of the status of implementation of strategies through the conduct of Board meetings and transmittal of correspondences. | Y | Corporate Governance: II-D. Attendance Record(s) of PRA Board of Trustees |
| 13.a | Are the details of the code of ethics or conduct disclosed? | PReTA’s Manual of Corporate Governance under Section 26 explicitly addresses that the directors/Board of Trusteee must comply with “all legal provisions, rules and regulations and coprorate governance standards” This is stated in the Code of Conduct published May, 2010 |
Y |
Corporate Governance: |
| 13.b | Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code? |
PReTA’s Manual of Corporate Governance under Section 26 explicitly addresses that the directors/Board of Trusteee must comply with “all legal provisions, rules and regulations and coprorate governance standards”
This is stated in the Code of Conduct published May, 2010
|
Y |
Corporate Governance: |
| 13.c | Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? | The PRetA Code of Conduct is posted on the website | Y | PRA Code of Conduct |
| 14 | Does the Board appoint a Nomination Compensation / Remuneration Committee? |
No yet.
Considering that the PRA Board of Trustees are Ex-Officio Members who are not entitled to any additional compensation, the Board does not appoint a Nomination Compensation/Remuneration Committee.
|
N |
Tourism Act of 2009, Section 30 EO No. 24, Prescribing Rules to Govern the Compensation of Members of the Board of Directors/Trustees in Government-Owned or Controlled Corporations including Government Financial Institutions
|
| 15 | Did the Nomination Compensation/Remuneration Committee meet at least twice during the year? | Data is not published as there is no Nomination Compensation /Renumeration Committee | N | |
| 16 | If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed? | None yet. | N | |
| 17 | Does the Board appoint an Audit Committee? | In 2022 the Board approved the revised Board Audit Committee Charter which provides for the composition of the Board Audit Committee. | Y | Approved Board Audit Committee Charter |
| 18 | If yes, is the report of the Audit Committee publicly disclosed? |
Minutes of the meeting is not published, however, date of meeting and attendees to regular committee meetings are posted in the corporate website of PRetA.
However, in 2022 no Audit Committee meeting was conducted.
|
N | |
| 19 | Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)? |
The Governor of the Bangko Sentral ng Pilipinas or his alternate is a member of the Audit Committee.
The current BSP Governor is a certified public accountant (CPA).
|
Y |
Approved Board Audit Committee Charter Corporate Governance: II. A. List of PRA Board of Trustees with attached Data Sheets |
| 20 | Did the Audit Committee meet at least four times during the year? |
The Audit Committee did not meet for the year 2022.
Considering that there was a change in administration and the members of the Audit Committee are also the ex-officio members of the Board of Trustees the delay in the appointment/designation of the officials affected the completion of the composition of the Audit Committee. It was only in November 2022 when the membership was fully complemented.
|
N | Approved Board Audit Committee Charter |
| 21 | Does the Board appoint a Risk Management Committee? | None yet. | N | |
| 22 | If yes, is the report on Risk Management Committee publicly disclosed? | None yet. | N | |
| 23 | Does at least one member of the Risk Management Committee have a background in finance and investments? | None yet. | N | |
| 24.a | Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) | Board Meetings are requested to be scheduled at the first quarter of the year, However, confirmed schedule is dependent on the availability of the Board of Trustees. In 2022 the first Board Meeting was scheduled in February 2022 which is within the first quarter of the year. |
Y | Corporate Governance: II-D Attendance and Records of the PRA Board of Trustees |
| 24.b | Does the Board of Directors meet at least monthly? | The PRetA Board of Trustees meet as the need arises, subject to the submission of a request Memorandum from the PRA proponent or upon the directive of the Board. | Y | Corporate Governance: II-D Attendance and Records of the PRA Board of Trustees |
| 24.c | Did the Board of Directors meet on at least 75% on their scheduled meetings? | The PRetA Board of Trustees meet as the need arises, subject to the submission of a request Memorandum from the PRA proponent or upon the directive of the Board. | Y | Corporate Governance: II-D Attendance and Records of the PRA Board of Trustees |
| 24.d | Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year? | The PRetA Board of Trustees meet as the urgent need arises. The number of Board Meetings held is disclosed in the PRetA’s corporate website. | Y | Corporate Governance: II-D Attendance and Records of the PRA Board of Trustees |
| 24.e | Did the Board of Directors meet separately at least once during the year without the President/CEO present? | The CEO of the GOCC is the Ex-Officio Vice Chairperson of the PRetA’s Board of Trustees | N | Corporate Governance IV.E. Philippine Retirement Authority Manual of Corporate Governance Section 9, Composition of the Board of Trustees |
| 25.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? | No written policy/guideline on this, however, as requested by the Board and as practiced, materials are transmitted to the Board atleast 3 working days prior to the scheduled Board meeting. | N | |
| 25.b | Is the Board Secretary trained in legal, accountancy or company secretarial practices? | The Board/Corporate Secretary holds a Bachelor of Laws Degree | Y | |
| 26.a | Does the company have a separate internal audit function? | The PRetA has its own Internal Audit Division. | Y | GCG Memorandum Order 2013-34, Rationalization of the Philippine Retirement Authority; GCG’s transmittal letter dated 11 October 2013. |
| 26.b | Does the appointment and removal of the internal auditor require the recommendation of the Audit Committee? | None yet | N | |
| 27.a | Does the company disclose the internal control procedures/risk management systems it has in place? | Yes, as posted on the PRA website | Y | Corporate Governance III. H. PRA Material Risk Factors and Measures Taken to Manage the Risks |
| 27.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? |
The 2022 PRA Financial Report is still undergoing COA audit and has not yet been published to date.
This disclosure requirement, however is already included in the PRA Annual Audit Report for FY 2021
|
Y | |
| 27.c | Does the company disclose how key risks are managed? | As stated in the RISK MANAGEMENT OBJECTIVES AND POLICIES 4.1. Risk Management Framework of the 2021 Audited Financial Report | Y |
Transparency Seal: II. A. 2021 Annual Audit Report |
| 27.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? | As stated in the RISK MANAGEMENT OBJECTIVES AND POLICIES 4.1. Risk Management Framework of the 2021 Audited Financial Report |
Y |
Transparency Seal: II. A. 2021 Annual Audit Report |
| 28 | Do different persons assume the roles of Chairman and CEO? | The Chairman of the PRetA Board of Trustees is the Secretary of the Department of Tourism (DOT), while the PRetA CEO/General Manager is the Vice-Chariman of the PRetA Board of Trustees. | Y | Tourism Act of 2009, Section 30 Philippine Retirement Authority Manual of Corporate Governance Section 9, Composition of the Board of Trustees |
| 29.a | Does the GOCC have orientation programs for new Directors? | Briefings are conducted for new Directors, wherein the background of the GOCC, its programs and powers and responsibilities of the Board are presented and discussed. | Y |
Corporate Governance: II-D Attendance and Records of the PRA Board of Trustees Briefing and Visit to the PRA Office of Undersecretary Ferdinand C. Jumapao |
| 29.b | Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programs? | None yet. | N | |
| 29.c | Did all Appointive Directors attend at least 1 training for the calendar year? | None yet. | N | |
| 30.a | Is an annual performance assessment conducted of the Board of Directors? | There was no actual assessment being done in 2022. | N | |
| 30.b | Does the GOCC disclose the process followed in conducting the Board assessment? | The processes involved in undertaking the Board Appraisal are indicated in the Section 18 of PRetA Manual of Corporate Governance. | Y | Corporate Governance: IV-E. PRA Manual of Corporate Governance |
| 30.c | Does the GOCC disclose the criteria used in the Board assessment? | The criteria for assessment are provided in the Section 18 of the PretA Manual of Corporate Governance | Y | Corporate Governance: Art 3.Sec 18. PRA Manual of Corporate Governance |
| 31 | Is an annual performance assessment conducted of the Board of Directors Committees? | None yet | N |