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Corporate Governance


LANDBANK is fully compliant with the provisions of the Code of Corporate Governance.

CORPORATE GOVERNANCE SCORECARD* FOR GOCCS 2018**

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 1 of Global Reporting Initiative (GRI) Detailed Content Index. "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 "Corporate Social Responsibility Statement (CSR) Statement"

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

 

Yes. See LANDBANK's Manual on Corporate Governance, Chapter 1.E, page 3 "Corporate Social Responsibility Statement (CSR) Statement"

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

a. Customer health and safety

 

Yes. See AR2018 page 54 Starting with "Nationwide Customer Satisfaction Survey"  and page 61 "Take the LEAD Program" 

"b. Interaction with the communities

 

Yes. See AR 2018 page 30-33 "Corporate Social Responsibility" and page 34-38 of Global Global Reporting Initiative (GRI) Detailed Content Index. "CSR Programs" 

c. Environmentally-friendly value chain

 

Yes. See AR 2018 page 20 "Enhanced Environmental and Social Safeguards Policy Relative to Credit Delivery"  and see page 15,of Global Global Reporting Initiative (GRI) Detailed Content Index. "Biodiversity"

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

 

Yes. See AR 2018 page 30. "Corporate Social Responsibility"

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 Annual Report 2018 last 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 104-107 of Annual Report 2018, “Human Resource Management”

 

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

 

Yes. See pages 104-107, AR 2018, “Human Resource Management”

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

 

Yes. See pages 107-110, AR 2018,

“Learning and Development Initiatives"

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

 

Yes. See pages 107-110, AR 2018,

“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. Provided under Item D. General Guidelines/Policies and Procedures of LBP AO No. 141, s. 2018 (pages 3-8).

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

 

Yes. See page 10 of Global Global Reporting Initiative (GRI) Detailed Content Index, in line with GCG MC No. 2014-04. See also page 5 of Revised Guidelines on Internal Whistleblowing and Reporting (2018) "Rights of Whistleblowers"

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

a. Corporate Objectives

 

Yes. See AR 2018 (Chairman's Message and President's Message - pages 8-11); LANDBANK’s Vision – Mission, Our Corporate Policy (page 1); and LANDBANK’s Integrated Countryside Lending Framework, page 6.

See also  LBP Website, Transparency Seal, II. CODE OF CORPORATE GOVERNANCE FOR GOCCs-Mandatory Website, D. On LANDBANK's Governance Matters, 2018 Performance Scorecard and Strategy Map 

b. Financial performance indicators

 

Yes. See AR 2018:
1. Financial Highlights (Group), pages145-149
2. Financial Results of Business segments, pages 142-144
3. Tables on Statements of Financial Position, p.193
4. Comprehensive Income, page 194;

5. Changes in Equity-Group & Parent, pages 195-196

6. Cash Flows, pp.197-198

7. Notes to FS, pp.199-247

c. Non-financial performance indicators

 

Yes. See AR 2018 (Chairman's Message and President's Message - pages 8-11)

See Annual Report 2018 :
1. Operational Highlights page 14-15

2. Pursuit of Mandate - pages 16-41;

Operational Highlights: Customer Service - pages 43-61; Operational Highlights: Institutional Viability - pages 63-149)

d. Details of whistleblowing policy

 

Yes. See AR 2018 page 107 on Employee Discipline and Accountability the Revised Guidelines on Internal Whistleblowing and Reporting (2018) has been discussed.

e. Biographical details (directors)

 

Yes. See page 67 AR 2018, Composition of the LANDBANK Board of Directors as of 31 December 2018 and page 68-75,  Relevant Qualifications and Experiences Including Directorship and Officership in Other Companies

f. Trainings or continuing education (directors)

 

Yes. See page 68-75, AR 2018, Relevant Qualifications and Experiences Including Directorship and Officership in Other Companies.

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

 

Yes. Go to website 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 2018 page 65, 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.2.b

Date Posted: July 18, 2019
Date of Receipt from COA: July 9, 2019

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

 

Yes. See Annual Report page

Date Posted: October 7, 2019.

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 192, AR 2018, 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 Strategy Refresh held on October 24-26, 2018. See Transparency Seal, Board Meetings and Attendance (2018) "Vision/ Mission"

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

 

Yes. See page 66, AR 2018 “Board’s Overall Responsibility”

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

 

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

13. Code of ethics or 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. Indicated under GRI Content Index (CORE)" page 9 "Ethics and Integrity, 102-16 Code of Conduct" and Section VI. Distribution of the Code of the Code of Conduct for LANDBANK Employees (page 17) of 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. Implementation and monitoring of compliance is discussed on 102-16 Ethics amd Intregrity, Helplines or advice lines for employees (102-17), and mechanisms for reporting concerns about unethical or unlawful behavior (102-17)  and Section VI. Distribution of the Code of the Code of Conduct for LANDBANK Employees (page 17) of Code of Conduct for LANDBANK Directors and Employees

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

 

Yes. See page 76, AR 2018. 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. 

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

 

Yes. See Transparency Seal, II. B.3. Information on Board Committees and their activities Board Meetings and Attendance (2018, "Corporate Governance Committee Meetings"

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

 

Yes. See Transparency Seal, Board Meetings and Attendance (2018), Corporate Governance Committee Meetings.

17. Does the Board appoint  an Audit Committee?

 

Yes.  Please refer to 2018 Annual Report (AR) page 76  Board Level Committees including Membership and Function (as of December 31, 2018).

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

 

Yes. The AC Com’s oversight responsibilities and accomplishment report are incorporated in the Bank’s Annual Report which is posted in the LANDBANK website hence, available to the public. Please refer to 2018 AR page 83 with heading/title 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 Transparency Seal II. On the LANDBANK’s Board and Officers, item B.1 Complete Listing of the Directors and Officers with attached resume and their membership in Board Committees

The following AC Com members have Audit and Finance Background:

Director Jesus V. Hinlo , Jr.

Director Jaime Miralles

Director Virgilio DV. Robes

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

 

Yes, it meets at least once a month.  Please refer to 2018 AR page 82 Units under the Board of Directors (Internal Audit Group), last paragraph

21. Does the Board appoint a Risk Management Committee?   Yes. See AR 2018  page 77 and page 87, AR 2018, under the topic on LANDBANK Risk Management (RM) Philosophy & Culture, particularly the 2nd sentence of the 1st paragraph

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

 

Yes. See page 77, AR 2018, under the topic Risk Oversight Committee (RISKCOM) Item no. 5 particularly after the Table on List of board-level committee members

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

 

Yes. Please refer to Transparency Seal II. On the LANDBANK’s Board and Officers, item B.1 Complete Listing of the Directors and Officers with attached resume and their membership in Board Committees-- DOF Secretary Carlos G. Dominguez represented by Deputy Treasurer Erwin D. Sta. Ana has background  in finance and investments

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 (Board meeting dated 09 January 2018). 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 80, AR 2018, “Director’s Attendance to Board and Board-Level Committee Meetings”.  See Transparency Seal, Board Meetings and Attendance.

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

 

Yes. See page 80, AR 2018, “Director’s Attendance to Board and Board-Level Committee Meetings”.  See Transparency Seal, Board Meetings and Attendance (2018).

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

 

Yes. See page 80, AR 2018, “Director’s Attendance to Board and Board-Level Committee Meetings”. 

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

 

Yes. See Transparency Seal, "Board Meetings and Attendance" (2nd par.) The Meeting was held last 21 November 2018. 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.

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. See Transparency Seal, Board Meetings and Attendance. Board materials are provided to the Board within three working days before the meeting.

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

 

Yes. See Transparency Seal, "Board Meetings and Attendance"

26. Internal Audit

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

 

Yes, thru the Internal Audit Group.  Please refer to 2018 AR page 82 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 the head of the internal audit, who is a bank employee.  Please refer to 2018 AR page 64 Land Bank of the Philippines Organizational Structure. See also AR 2018 page 187 for additional reference

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

 

Yes. Under the Audit and Compliance Committee Charter, Section 6.1.a., one of the responsibilities of the Committee in the functional supervision over IAG and CMG is to endorse to the Board the appointment or removal of the Heads of IAG and CMG.

27. Risk Oversight

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

 

Yes. See page 87, AR 2018, under the topic on LANDBANK RM Philosophy and Culture,

5th paragraph, 1st sentence, stating that:

"At the Strategic Level, the LANDBANK Board through the Risk Com and Senior Management, are actively involved in an enterprise-wide RM oversight which involves formulation and approval of RM framework, policies and strategies, internal controls, and RM system as well as the annual review thereof. "

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 87, AR 2018, under the topic on LANDBANK RM Philosophy and Culture, 5th paragraph, 2nd sentence, stating that:

"The LANDBANK Board and Senior Management are also involved in an organizational-wide risk monitoring
  which is used as basis for decision-making and review of LANDBANK's controls/mitigating measures (operational, financial and compliance control) and RM system. "

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

 

Yes. In various pages of the 2018 AR, under the following topics:

1. Credit RM - pages 88 to 90

2. Market RM - pages 90 to 92

3. Interest Rate RM - pages 92 to 94

4. Liquidity RM - pages 94 to 97

5. Operational RM - pages 97 to 98

6. Information Security & Technology RM - page 98

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 87, AR 2018, under the topic on LANDBANK RM Philosophy & Culture,

1st paragraph, 2nd sentence, stating that:

"It is an integrative component of good governance which the LANDBANK Board, Risk Oversight Committee (Risk Com) and Senior Management oversee to ensure adequacy of framework, policies, internal controls, RM systems and procedures to manage risks. "

28. Board Chairman

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

 

Yes. See page 67, AR 2018 "Composition of the LANDBANK BOD as of Dec. 31, 2018". 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 "Board Meetings and Attendance (2018)"Orientation Programs for New Directors

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

 

Yes. See page 66, AR 2018, “Board’s Overall Responsibility”, item l.

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

 

See pages 68-75, AR 2018, Relevant Qualifications and Experiences Including Directorship and Officership in Other Companies.

30. Board Appraisal

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

 

Yes. See page 81 of AR 2018, “Performance Assessment Program”. See also Transparency Seal, "Board Meetings and Attendance (2018)".

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

 

Yes. See page 81 of AR 2018, “Performance Assessment Program”. See also Transparency Seal, "Board Meetings and Attendance (2018)"."Performance Evaluation"

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

 

Yes. See Transparency Seal, Section II. Item B.3 Board Meetings and Attendance (2018) "Performance Evaluation"

31. Committee Appraisal

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

 

Yes. See page 81 of AR 2018, “Performance Assessment Program”. See also Transparency Seal, "Board Meetings and Attendance (2018)".

BONUS

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

 

Yes. See Global Global Reporting Initiative (GRI) Detailed Content Index.

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

 

Yes. See Transparency Seal, Item I.2.b

Date Posted: July 18, 2019
Date of Receipt from COA: July 9, 2019

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 page 68, AR 2018, Relevant Qualifications and Experiences Including Directorship and Officership in Other Companies. See also 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, List of LBP Board of Directors and Officers with Attached Resume

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. 
**Latest available data/reports

 

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Attachment: 

PDF icon CGS 2017.pdf

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