Corporate Governance

CORPORATE GOVERNANCE SCORECARD* FOR GOCCS 2017**

QUESTION

YES

NO

LINK SOURCE

1. Does the GOCC disclose a policy that:

a. Stipulates the existence and scope of its effort to address customer’s welfare?

 

Yes. See page 3, SR 2016-2017. "LANDBANK Mission" 

b. Elaborates its efforts to interact with the communities in which they operate?

 

Yes. See LANDBANK's Manual on Corporate Governance, Chapter 1.E, page 3 

c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?

 

YesSee LANDBANK's Manual on Corporate Governance, Chapter 1.E, page 3 

2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?

a. Customer health and safety

 

Yes. See pages 68-69, SR 2016-2017. "Customer Service"

"b. Interaction with the communities

 

Yes. See pages 40-51, SR 2016-2017. "Community Development"

c. Environmentally-friendly value chain

 

Yes. See pages 52-65, SR 2016-2017. "Environmental Protection and Management"

3. Does the GOCC have a separate Corporate Social Responsibility (CSR) report/section or sustainability report/section?

 

Yes. See pages 42-49, SR 2016-2017. "CSR Programs"

4. Where stakeholders interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights

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?

 

Yes. See LANDBANK's website "Contact Us" page and GCG whistleblowing portal link in the Transparency Seal page.

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?

 

Yes. See pages 80-85, AR 2017, “Human Resource Management”

 

b. Does the GOCC publish data relating to health, safety and welfare of its employees?

 

Yes. See pages 81-85, AR 2017, “Human Resource Management”

c. Does the GOCC have training and development  programmes  for its employees?

 

Yes. See pages 86-87, AR 2017,

“Learning and Development Initiatives"

d. Does the GOCC publish data on training and development programs for its employees?

 

Yes.See pages 86-87 , AR 2017,

“Learning and Development Initiatives"

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?

 

Yes. See page 24, SR 2016-2017. See also LANDBANK's Guidelines on Internal Whistleblowing and Reporting (2010) and the Revised Guidelines on Internal Whistleblowing and Reporting (2018)

b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?

 

Yes. See page 24, SR 2016-2017. See also LANDBANK's Guidelines on Internal Whistleblowing and Reporting (2010) and the Revised Guidelines on Internal Whistleblowing and Reporting (2018)

7. Quality of the Annual Report. Does the GOCC’s AR disclose the following items:

a. Corporate Objectives

 

Yes. See AR 2017 (Chairman's Message and President's Message - pages 7-8); LANDBANK’s Social  Mandate (page 4) and LANDBANK’s Integrated Countryside Lending Framework, page 5

See LBP Website, Transparency Seal, Strategy Map 

b. Financial performance indicators

 

Yes. See AR 2017 (Financial Highlights – pages 1-2); Financial Highlights (Group), pages 92-95; Financial Results of Business segments, pages 96-97;Tables on Statements of Financial Position, page 133; Comprehensive Income, page 134; Changes in Equity-Group & Parent, pages 135-136; Cash Flows, pages 137-138; Notes to FS, pages139-182).

c. Non-financial performance indicators

 

Yes. See AR 2017 (Chairman's Message and President's Message - pages 7-8)

See Annual Report 2017 (Operational Highlights: Pursuit of Mandate - pages 12-33;

Operational Highlights: Customer Service - pages 36-49; Operational Highlights: Institutional Viability - pages 52-96)

d. Details of whistleblowing policy

 

Yes. See LANDBANK's Guidelines on Internal Whistleblowing and Reporting (2010) and the Revised Guidelines on Internal Whistleblowing and Reporting (2018).

e. Biographical details (directors)

 

Yes. See Transparency Seal. II. B.1  On the LANDBANK’s Board and Officers Complete listing of the Directors and Officers with attached resume, and their membership in Board Committees Affiliates, and List of LBP Board of Directors and Officers with Attached Resume​

f. Trainings or continuing education (directors)

 

Yes. See page 88, AR 2017, Orientation and Education Program for Directors and Senior Management

 

8. Are the Annual Reports downloadable from the GOCC’s website?

 

Yes. Go to website Quicklinks under Publications Section, Annual Report.

9. Corporate Governance Confirmation Statement

a. Does the AR 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. See  AR 2017 page 53, Corporate Governance  (1st paragraph)

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. See Transparency Seal, Item I.6.b

Date Posted: July 30, 2018
Date of Receipt from COA: July 6, 2018
 

b. Is the Annual Report released within 90 days from the release of the audited financial report?

 

Yes. Date Posted: October 4, 2018.

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. See page 132, AR 2017, Statement of Management’s Responsibility For Financial Statements

11. Corporate Vision/Mission

a. Has the Board of Directors reviewed the vision and mission/ strategy in the last financial year?

 

Yes. The Vision/Mission of the Bank was discussed and approved by the members of the Board of Directors during the Annual Strategic Planning held on November 16-17, 2017. See Transparency Seal, Board Meetings and Attendance (2017) 

b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?

 

Yes. See page 53, AR 2017 “Board’s Overall Responsibility”

12. Did the GOCC achieve 90% in the PES?

 

Yes. See LBP website, click on the Transparency Seal, Balance Scorecard

13. Code of ethics or conduct

 

Yes. See page 24-25, SR 2016-2017, Ethics and Conduct

a. Are the details of the code of ethics or conduct disclosed?

 

Yes. See Code of Conduct for LANDBANK Directors and Employees

b. Does the GOCC disclose that all Directors/Commissioners, senior management  and employees are required to comply with the code?

 

Yes. Code of Conduct for LANDBANK Directors and Employees

c. Does the company disclose how it implements  and monitors compliance with the code of ethics or conduct?

 

Yes. Please see Code of Conduct for LANDBANK Directors and Employees and 
 

LANDBANK Sustainability Report 2017, "GRI Content Index (CORE)" page 94-97

14. Does the Board appoint  a Nomination Compensation/Renumeration Committee?

 

Yes. The equivalent to this is the Corporate Governance Committee which has the same functions, except that it cannot approve any increase in Compensation/Remuneration without GCG approval. See page 21of SR 2016-2017; and page 56 of AR 2017, for reference.

15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?

 

Yes. See page 60 AR 2017, “Director’s Attendance to Board and Board-Level Committee Meetings (CY 2017)”, 6 meetings. See also "Board Meeting and Attendance (2017)" on Transaprency Seal page of the website.

16. If yes, is the report of the Nomination Compensation/Renumeration Committee publicly disclosed?

 

Yes. The CGCom issued 38 resolutions which tackled the Results of the Performance Rating System; Promotions of Senior Officers; Organizational Changes; Splitting, Creation and Renaming of Bank Units; Position Leveling and Qualification Standards. See Transparency Seal, Board Meetings and Attendance (2017), Corporate Governance Committee Meetings

17. Does the Board appoint  an Audit Committee?

 

Yes.  See page 55, AR 2017,  List of Board-Level Committees Including Membership and Function (as of Dec. 31, 2017).

18. If yes, is the report of the Audit Committee publicly disclosed?

 

Yes.  See page 61, AR 2017. Under the Internal Audit Group, specifically on the Functional Supervision of the Audit and Compliance Committee

19. Does at least one member of the Audit Committee have an audit, accounting or finance background  (qualification  or experience)?

 

Yes. Please refer to the Transparency Seal Section II B.1 Complete Listing of the Directors and Officers with attached resume and their membeship in the Board Committees Affiliates and  B.2 Seminars attended. The members of the AC Com for the year 2017 are the following:

 

1. Director Gerardo Bulatao (Chairman from 2011       until November 6, 2017)

2. Director Jesus V. Hinlo, Jr. (Chairman starting November 7, 2017)

3. Director Crispino T. Aguelo (Member until July 23, 2018)

4. Director Virgilio De Vera Robes (Member since December 13, 2016 up to present)

5. Director Rodolfo V. Puno (Member from April 25, 2017 up to April 30, 2018)

20. Did the Audit Committee meet at least four times during the year?

 

Yes. The AC Com holds its meeting at least once a month to ensure the effectiveness and adequacy of the internal control system and that risk are properly managed. As seen on page 60 of AR 2017, the AC Com held 14 meetings for 2017.
21. Does the Board appoint a Risk Management Committee? 

Yes. See pages 57 and 58, AR 2017, “Risk Oversight Committee (RISKCOM)”

22. If yes, is the report on Risk Management  Committee publicly disclosed?

 

Yes. See page 58, AR 2017, “RISKCOM Major Accomplishments”

23. Does at least one member of the Risk Management  Committee have a background  in finance and investments?

 

Yes. See pages 57, AR 2017, “Composition of RISKCOM”.

24. Board meetings and attendance

a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)

 

Yes. See Transparency Seal, Board Meetings and Attendance, Item II.B.3.  It states on the "Board Meetings and Attendance" part that, "The schedule of the meetings of the Board of Directors is agreed upon at the beginning of the year. In general, there are at least two meetings scheduled per month, held on every second and fourth Tuesday of each month."

 

b. Does the Board of Directors meet at least monthly?

 

Yes. See page 60 AR 2017, “Director’s Attendance to Board and Board-Level Committee Meetings (CY 2017)”.  See also "Board Meeting and Attendance (2017)" on Transaprency Seal page of the website.

c. Did the Board of Directors meet on at least 75% on their scheduled meetings?

 

Yes. See page 60 AR 2017, “Director’s Attendance to Board and Board-Level Committee Meetings (CY 2017)”

d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?

 

Yes. See See page 60 of AR 2017 and the Transparency Seal in the website, II B.4.

e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?

 

Yes. The Meeting was held last 29 November 2017. The LBP Board of Directors approved on 30 March 2016 the enhancement in the Manual of Corporate Governance which provides that the Board will meet at least once a year without the President present. See the Transparency Seal. "Board Meetings and Attendance" (2nd par.)

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 within 3 working days before the meeting. See the website's Transparency Seal Board Meetings and Attendance

b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?

 

Yes. The Corporate Secretary from January to July 2017 was VP Felix L. Manlangit, a lawyer and the Head of Field Legal Services Department, while the Officer-in-Charge, Corporate Secretary from August to December 2017 was Atty. Myra-Lyn S. Peñalosa. See Transparency Seal's Board Meetings and Attendance.

26. Internal Audit

a. Does the company have a separate internal audit function?

 

Yes. See page 61, AR 2017,  Units under the Board of Directors. (Internal Audit Group)

b. Is the head of internal audit identified or, if outsourced,  is the name of the external firm disclosed?

 

Yes. The Head of the Internal Audit Group is VP Maria Edelwina D. Carreon. See page 52, AR 2017 for the Organizational Structure and page 123, Units under the Board and Office of the President

c. Does the appointment  and removal of the internal auditor require the approval of the Audit Committee?

 

Yes. Please refer to Transparency Seal's Section II. Code of Corporate Governance for GOCC's  Items B.3 Information on Board Committees and their activities

27. Risk Oversight

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

 

Yes. LANDBANK’s RM approach is governed by the Board-approved Enterprise RM (ERM) anchored on its mission, vision and strategic objectives. See page 65, AR 2017, “LANDBANK RISK MANAGEMENT PHILOSOPHY AND CULTURE”

b. Does the Annual Report disclose that the board of Directors/Commissioners have conducted a review of the company's material controls (including operational,  financial and compliance controls) and risk management  systems?

 

Yes. See page 65, AR 2017, “LANDBANK Risk Management Philosophy and  Culture” 

c. Does the company disclose how key risks are managed?

 

Yes. LANDBANK’s RM approach is governed by the Board-approved Enterprise RM (ERM) anchored on its mission, vision and strategic objectives. See page 65, AR 2017, “LANDBANK RISK MANAGEMENT PHILOSOPHY AND CULTURE”. See also various pages of LANDBANK 2017 AR with the following sub-topics:

  1. Credit RM
- pages 66 to 68;

  2. Market RM
- pages 68 to 71;

  3. Liquidity RM
- pages 72 to 76;

  4. Operational RM
- page 76;

  5. Information Security & Technology RM
- page 77;

Enterprise RM
- pages 77 & 78; and Internal Capital Adequacy Assessment Process
- page 79.

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. See page 65, AR 2017, “LANDBANK Risk Management Philosophy and  Culture”

28. Board Chairman

a. Do different persons assume the roles of Chairman and CEO?

 

Yes. See page 55, Annual Report 2017 "Composition of the LANDBANK BOD as of Dec. 31, 2017". The Chairman is Finance Secretary Carlos G. Dominguez, while the Pres. & CEO is Alex V. Buenaventura

29. Board of Directors Development

a. Does the GOCC have orientation programmes  for new Directors?

 

Yes. See Transparency Seal, item 1.C Names of Officials / Board of Directors (1st par.)

b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional  education programmes?

 

Yes. See Transparency Seal, item 1.C Names of Officials / Board of Directors (3rd par.). . See also page 54, letter I of Annual report 2017

c. Did all Appointive Directors attend at least 1 training for the calendar year?

 

Yes.See Annual Report 2017,  page 54 (I. Attend orientation and traning) and see Transparency Seal, Seminars Attended (2017)

30. Board Appraisal

a. Is an annual performance  assessment  conducted of the Board of Directors assessment?

 

Yes. See Annual Report 2017, page 60, “Performance Assessment Program”. The Performance Rating Results of the Board of Directors as a whole and the different Board level Committees were discussed and  noted during the Corporate Governance Committee Meeting on 13 March 2017. The Minutes of the CGCom meeting were confirmed by the Board on 08 May 2017

b. Does the GOCC disclose the process followed in conducting the Board?

 

Yes. See Annual Report 2017, page 60, “Performance Assessment Program” 

c. Does the GOCC disclose the criteria used in the Board assessment?

 

Yes. See Annual Report 2017, page 60 “Performance Assessment Program," for reference. Its states that, "Performance evaluation of the Bank’s Board of Directors is central to corporate governance. Performance rating sheets developed by the Institute of Corporate Directors (ICD) are disseminated yearly to evaluate the performance of the Board and the Board-level Committees. The results of the performance assessments are evaluated and deliberated upon annually by the Corporate Governance Committee in a duly constituted meeting. 

The following are the criteria used in the Board assessment: I. Board Functions and Responsibilities (30%), II. Board Structure (10%), III. Board Process (30%) and IV. Board Performance (30%)"

31. Committee Appraisal

a. Is an annual performance  assessment  conducted of the Board of Directors Committees?

 

Yes. See Transparency Seal, (Chapter 13, page 76, Corporate Governance Manual 2016)

BONUS

Stakeholder's Relationship: Does the GOCC practice Global Reporting Index (GRI) on its annual reports?

 

Yes. See LANDBANK Sustainability Report 2016-2017, page 94-100

Disclosure and Transparency: Are the audited annual financial report/statement released within 30 days upon the receipt from COA?

 

Yes. See item I.6.b of Transparency Seal, Date of receipt from COA: July 6, 2018; Date Posted: July 30, 2018.

PENALTY

Responsibilities of the Board

a. Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs?

 

None. See Transparency Seal, List of LBP Board of Directors and Officers with Attached Resume (2017). 

b. Is there non-compliance with Good Governance Conditions?

 

None

 

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*Based on the prescribed format of the Governance Commission for GOCCs. 
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