Corporate Governance

CORPORATE GOVERNANCE SCORECARD* FOR GOCCS 2015

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. LANDBANK MISSION:

“We will use the best technology solutions to deliver responsive financial and support services to our clients,” while promoting sustainable development, and environmental protection;"

  1. See LANDBANK Annual Report 2015, page 2
  2. See LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index, page 4
  3. See Mission/Vision Statement

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

 

Yes. LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index, pages 52-58 (Aspect: Local Communities)

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

 

Yes.

  1. See LANDBANK Annual Report 2015, page 2:

MISSION:

We will use the best technology solutions to deliver responsive financial and support services to our clients, while promoting sustainable development, and “environmental protection”

  1. See LANDBANK Annual Report 2015, page 7:

(9th par.) Also as of end-2015, the Bank’s loans to National Government Priority Programs… environment-related projects (P7.2 billion, up 36.2%) clinched significant releases

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

a. Customer health and safety

 

Yes.

  1. See LANDBANK Annual Report, pages 30-32 (Manila Bay SUNSET Partnership Program, Inc. and Gawad Katubigan)
  2. See LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index, pages 59-60 (Aspect: Customer Health and Safety)

b. Interaction with the communities

 

Yes. See LANDBANK Annual Report 2015:

  1. Special Feature - Pursuit of Mandate: Helping others grow; page 10
  2. Client Awards and Recognition; page 22
  3. Harvest of Heroes; page 25
  4. Corporate Social Responsibility Programs; page 26
  5. Special Feature - Institutional Viability: Partners for Community Development; page 48
  6. Employee Wellness and Volunteerism Programs; page 82

c. Environmentally-friendly value chain

 

Yes. LANDBANK Annual Report 2015:

  1. Programs for the Priority Sectors; page 12
  2. Environment and natural resources conservation, protection and rehabilitation under Loans Supporting Other National Governemnt Priority Programs section; page 13
  3. Loans for Environment-related projects, page 15
  4. Corporate Social Responsibility Programs; page 26
  5. Special Feature - Customer Service: Financing green initiatives; page 35
  6. Focused on enhancing internal business processes and continued its initiatives on International Organization for Standardization - Environmental Management System, under Operational Risk Management, 2nd par.; page 72
  7. Award conferred during the Asia Responsible Entrepreneurship Awards; page 95 (2nd picture)
    Awards: (1) Global CSR Excellence and Leadership Award - The award recognizes outstanding achievements in economic, environmental and social dimensions by identifying and rewarding exemplary businesses in various aspects of Corporate Social Responsibility; pg. 94; (2) Green Leadership Award - LANDBANK’s Environmental Due Diligence (EDD) Program won the Green Leadership; page 95 (2nd picture)

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

 

Yes.

  1. See Publications Section, Sustainability Report Link  and Website CSR Main Menu link
  2. See LANDBANK Annual Report 2015: Corporate Social Responsibility Programs Section; page 26
  3. See LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index, pages 52-58

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.

  1. See LANDBANK Annual Report back cover
  2. See Website Contact Us, GCG Whistleblowing Web Portal, Facebook and Twitter Links found on the website footer
  3. See Citizen’s Charter page: Performance Pledge and Feedback and Redress Mechanism

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 LANDBANK Annual Report 2015; pages 79-84 (Human Resource Management)

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

 

Yes. See LANDBANK Annual Report 2015; pages 79-84 (Human Resource Management)

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

 

Yes. See LANDBANK Annual Report 2015; pages 83-84 (Development of the Bank’s Competency Framework and Learning and Development Initiatives)

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

 

Yes. See LANDBANK Annual Report 2015; pages 83-84 (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.

  1. See LANDBANK Annual Report 2015; page 83 (Employee Discipline and Accountability) 
  2. See Guidelines on Whistleblowing and Reporting

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

 

Yes. See LANDBANK Annual Report 2015; page 83 (Employee Discipline and Accountability)

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

a. Corporate Objectives

 

Yes. See LANDBANK Annual Report 2015; pages 6-9 (Chairman and President's Report)

b. Financial performance indicators

 

Yes. See LANDBANK Annual Report 2015; page 4 (Financial Highlights)

c. Non-financial performance indicators

 

Yes.

  1. See Chairman and President's Report, pages 6-9
  2. See Operational Highlights: Pursuit of Mandate, pages 12-21 and 26-33
  3. See Operational Highlights: Customer Service, pages 36-47
  4. See Operational Highlights: Institutional Viability, pages 79-84

d. Details of whistleblowing policy

 

Yes.
  1. See LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index; page 24 (G4-57 & G4-58)

e. Biographical details (directors)

 

Yes. Please refer to Annual Report 2015; pages 153-159

f. Trainings or continuing education (directors)

 

Yes. See LANDBANK Annual Report 2015; page 51 (Corporate Governance)

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

 

Yes. Go to website Quicklinks under Publications Section

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. LANDBANK Annual Report 2015; page 51 (3rd par., Institutional Viability)

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 29, 2016
Date of Receipt from COA: June 30, 2016
 

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

 

Yes. Date Posted: September 28, 2016

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. LANDBANK Annual Report 2015; page 111 (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. LANDBANK Annual Report 2015; page 2 (Vision/Mission)

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

 

Yes. See LANDBANK Annual Report 2015; page 51 (4th par., Corporate Governance)

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

 

Yes. See Website, click on the Transparency Seal, Balance Scorecard (page 67-85)

13. Code of ethics or conduct

 

Yes. LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index, page 23 (Code of Conduct)

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

 

Yes.

  1. See LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index, page 23 (Code of Conduct)
  2. See Code of Conduct for LANDBANK Employees

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

 

Yes.

  1. See LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index, page 23 (G4-56: Code of Conduct)
  2. See Code of Conduct for LANDBANK Directors Board Resolution No. 17-034, approved on January 10, 2017

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

 

Yes. The Code of Conduct Month which is celebrated every January of the year applies both for LANDBANK Directors and employees.

See LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index, page 23 (G4-56: Code of Conduct)

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

 

Yes.

  1. See LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index, page 23 (G4-52: Process for determining remuneration)
  2. See LANDBANK Annual Report 2015; pages 51-52
    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 LANDBANK Annual Report 2015; page 56 (4th par., "Corporate Governance Committee”, 8 meetings)

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

 

Yes. See LANDBANK Annual Report 2015; page 56 (4th par., Corporate Governance Committee)

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.

17. Does the Board appoint  an Audit Committee?

 

Yes. See LANDBANK Annual Report 2015; pages 50 (1st par.), 52 (Internal and Audit Group) and 56 (Board-Level Committees, Audit and Compliance Committee)

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

 

Yes. See LANDBANK Annual Report 2015; page 56

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

 

Yes. The following AC Com members have finance background:

1.  Dir. Tomas T. de Leon, Jr. (page 155)

2.  Dir. Domingo I. Diaz (page 156)

See LANDBANK Annual Report 2015, pages 153-159

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

 

Yes. See LANDBANK Annual Report 2015; page 57
21. Does the Board appoint a Risk Management Committee? 

Yes. See LANDBANK Annual Report 2015; page 50 or 57

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

 

Yes. See LANDBANK Annual Report 2015; pages 57 to 73

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

 

Yes. All the RiskCom members have backgrounds in finance/investment:

Chairperson: Director Tomas T. de Leon, Jr.
Vice Chairperson: DOF Secretary Cesar V. Purisima (Alternate Member: Undersecretary Jeremias N. Paul, Jr.) 

Members:

- DA Secretary Proceso J. Alcala (Alternate Member: Undersecretary Allan Q. Umali)
- Director Crispino T. Aguelo
- Director Domingo I. Diaz 

  1. See LANDBANK Annual Report 2015, pages 153-159
  2. See LANDBANK Annual Report 2015; pages 57 or 150
     

 

24. Board meetings and attendance

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

 

Yes. As a rule, Board meetings are scheduled twice a month, every second and fourth Monday of the month. A memo is sent to all of the members of the Board every January of each year.

See LANDBANK Annual Report 2015; page 52 (Board Members’ Attendance to Meetings)

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

 

Yes. See LANDBANK Annual Report 2015; page 52 (Board Members’ Attendance to Meetings)

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

 

Yes. See LANDBANK Annual Report 2015; page 52 (Board Members’ Attendance to Meetings)

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

 

Yes. See 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 Board of Directors was able to meet separately at least once during the year without the President/CEO present, during the regular annual retreat which is jointly sponsored by the Audit & Compliance Committee and the Risk Oversight Committee.

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 Transparency Seal in the Website, Board Meetings and Attendance

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

 

Yes. See the Transparency Seal in the Website, Board Meetings and Attendance

26. Internal Audit

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

 

Yes. See LANDBANK Annual Report 2015; pages 50, 52

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

 

Yes. See LANDBANK Annual Report 2015; pages 101, 106

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

 

Based on the AC Com Charter, the Committee is responsible in endorsing to the Board the appointment or removal of the Head of the Internal Audit Group.

27. Risk Oversight

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

 

Yes. See LANDBANK Annual Report 2015; page 57

Under RISKCOM of the Institutional Viability

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 LANDBANK Annual Report 2015; page 59

Under Reinforcing Risk Management Measures and Controls and Pursuing New Initiatives for Effective Governance of the Institutional Viabillity

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

 

Yes. See LANDBANK Annual Report 2015

  1. Under  Credit Risk Management (from pages 60 to 63)
  2. Market Risk Management (from pages 63 to 68)
  3. Liquidity Risk Management (from pages 68 to 72)
  4. Operational Risk Management (from pages 72 to 73) of the Institutional Viability

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 LANDBANK Annual Report 2015; page 59

Under Risk Management Philosophy & Culture of the Institutional Viability

28. Board Chairman

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

 

Yes. See LANDBANK Annual Report 2015; page 6

The Chairman is Finance Secretary Cesar V. Purisima, while the Pres. & CEO is Mrs. Gilda E. Pico

29. Board of Directors Development

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

 

Yes. See Transparency Seal Page, Board of Directors page

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

 

Yes. See Transparency Seal Page, Board of Directors page

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

 

Yes. See LANDBANK Annual Report 2015; page 51 (Training/Seminar Attended)

30. Board Appraisal

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

 

Yes. See LANDBANK Annual Report 2015; page 52 (1st & 2nd pars., Evaluation of the Board’s Performance)

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

 

Yes. See LANDBANK Annual Report 2015; page 52 (2nd par., Evaluation of the Board’s Performance)

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

 

Yes. See LANDBANK Annual Report 2015; page 52 (2nd par., Evaluation of the Board’s Performance)

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 2015)

BONUS

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

 

Yes. See LANDBANK Sustainability Report 2014-2015 Detailed GRI Content Index

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

 

Yes. See Website Transparency Seal Page, item I.2.b

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

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.