Corporate Governance

CORPORATE GOVERNANCE SCORECARD* FOR GOCCS 2016**

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 2016, page 2
  2. See LANDBANK 2016 Sustainability Report GRI Content Index, page 3
  3. See Mission/Vision Statement

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

 

Yes. LANDBANK 2016 Sustainability Report GRI Content Index, page 26:

(2nd par.) LANDBANK continuously prioritizes programs aimed at promoting greater financial inclusion among the unbanked and unserved communities in the country. In 2016, the Bank led a nine-municipality caravan themed, “Ipon at Kabuhayan para sa mga Kababayan”, wherein participants engaged in half-day forums featuring modules on financial literacy. The move is a way for the Bank to introduce formal banking services, as well as business and livelihood opportunities.

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

 

Yes.

  1. See LANDBANK Annual Report 2016, page 2 and LANDBANK 2016 Sustainability Report GRI Content Index, page 3:

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”

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 2016, page 26 (Manila Bay SUNSET Partnership Program, Inc.) and page 28 (Gawad Katubigan)
  2. See LANDBANK 2016 Sustainability Report GRI Content Index, page 29:

(G4-PR1, 1st par.) "Products and services do not directly affect the health and safety of the Bank‟s customers and stakeholders."

b. Interaction with the communities

 

Yes.

  1. See LANDBANK Annual Report 2016:
    1. Special Feature - Pursuit of Mandate; page 10
    2. Client Awards and Recognition; page 22
    3. Corporate Social Responsibility Programs; page 26
    4. Employee Volunteerism Activities; page 99
  2. LANDBANK 2016 Sustainability Report GRI Content Index, page 26 (Ipon at Kabuhayan para sa mga Kababayan)

c. Environmentally-friendly value chain

 

Yes.

  1. LANDBANK Annual Report 2016:
    1. Programs for the Priority Sectors; page 12
    2. Environment and natural resources conservation, protection and rehabilitation under Loans Supporting Other National Government Priority Programs section; page 12
    3. Loans for Environment-related projects, page 14
    4. Corporate Social Responsibility Programs; page 26
    5. Special Feature - Support for International Climate Change Pact page 29
    6. Build-up and strengthen a customer-centric culture attuned with internationally accepted standards. LANDBANK was certified to ISO 9001:2008 Quality Management System (QMS) and ISO 14001:2004 Environmental Management System (EMS), but was limited in scope and coverage., under Sustaining the Gains through IMS and QC, 2nd par.; page 54
    7. Award conferred: D uring the “ANG SUSI” Institutional Awards 2016; page 36 (3rd picture): The Manila Bay SUNSET Partnership Program was given the “Environmental Impact Award” by the Philippine Council Associations and Association Executives (PCw AAE)
  2. LANDBANK 2016 Sustainability Report GRI Content Index, page 13: (G4-EN13) "LANDBANK has two corporate social responsibility (CSR) programs that focus on environment: the Gawad Sibol Program (Adopt-A-Watershed Program Phase III) and Manila Bay SUNSET Partnership Program, Inc. (MBSPPI)"

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 2016: Corporate Social Responsibility Programs Section; page 26
  3. See LANDBANK 2016 Sustainability Report GRI Content Index, page 22-28

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
  4. See LANDBANK 2016 Sustainability Report GRI Content Index, page 10: (G4-57) "Help lines or advice lines for employees" and (G4-58) "Mechanisms for Reporting Concerns about unethical and unlawful behaviour."  

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.

  1. See LANDBANK Annual Report 2016; pages 96-99 (Human Resource Management)
  2. See LANDBANK 2016 Sustainability Report GRI Content Index, page 17 G4-LA8(4th par.) The 5th Collective Negotiation Agreement covers health-related aspects, e.g., implementation of Employee Wellness program, administration of health-related benefits as prescribed by law, and special privilege for pregnant and nursing women exempting them from work-related physical exertion

 

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

 

Yes.

  1. See LANDBANK Annual Report 2016; pages 96-99 (Human Resource Management)
  2. See LANDBANK 2016 Sustainability Report GRI Content Index, page 14-22

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

 

Yes.

  1. See LANDBANK Annual Report 2016; pages 100-101, Organization Development Department, as its learning and growth arm, provided training and development programs to 7,778 employees or 99.29% of the workforce. (Learning Development Initiatives)
  2. See LANDBANK 2016 Sustainability Report GRI Content Index, page 18-19

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

 

Yes.

  1. See LANDBANK Annual Report 2016; pages 100-101 (Learning and Development Initiatives)
  2. See LANDBANK 2016 Sustainability Report GRI Content Index, page 18-19

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 2016; page 99 (Employee Discipline and Accountability) 
  2. See Guidelines on Whistleblowing and Reporting
  3. See LANDBANK 2016 Sustainability Report GRI Content Index, page 10

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

 

Yes.

  1. See LANDBANK Annual Report 2016; page 99 (Employee Discipline and Accountability)
  2. See LANDBANK 2016 Sustainability Report GRI Content Index, page 10 under Help lines or advice lines for employees, "The Bank's Ethics Hotline No. 405-7660 or local 7660 was established since 2009 to serve as additional medium for Bank employees to confidentially report instances of graft and corruption or any complaint on fraudulent acts, wrongdoings, misdeeds and/or irregularities committed or taking place that have adverse or negative effect to the Bank."

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

a. Corporate Objectives

 

Yes. See LANDBANK Annual Report 2016; pages 4-6 (Chairman and President's Report)

b. Financial performance indicators

 

Yes. See LANDBANK Annual Report 2016; page 1-2 (Financial Highlights)

c. Non-financial performance indicators

 

Yes.

  1. See Chairman and President's Report, pages 4-6
  2. See Operational Highlights: Pursuit of Mandate, pages 10 and 22-23
  3. See Operational Highlights: Customer Service, pages 42-50 and 53-56
  4. See Operational Highlights: Institutional Viability, pages 69-71 and 79

d. Details of whistleblowing policy

 

Yes. See LANDBANK Annual Report 2016; page 99 (2nd par., Employee Discipline and Accountability)

e. Biographical details (directors)

 

Yes. Please refer to Annual Report 2016; pages 65-68 and 112-115

f. Trainings or continuing education (directors)

 

Yes. See LANDBANK Annual Report 2016; page 63, Letter i (Attend orientation and training) and page 71, last paragraph (Risk Oversight Committee)

 

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 2016; page 61 (1st 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 26, 2017
Date of Receipt from COA: June 30, 2017
Date Submitted to BSP: August 8, 2017

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

 

No.

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 2016; page 128 (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. See Transparency Seal Board Meetings and Attendance (Vision/Mission)

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

 

Yes. See LANDBANK Annual Report 2016; page 61 (Compliance with the provisions of the Code of Corporate Governance), and  page 62 (1st par., Overall Responsibility of the Board)

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

 

Yes. See Website, click on the Transparency Seal, Performance Scorecard (pg. 15)

13. Code of ethics or conduct

 

Yes.

  1. See LANDBANK 2016 Sustainability Report GRI Content Index, page 9-10 (G4-56 Code of Conduct)

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

 

Yes.

  1. See LANDBANK 2016 Sustainability Report GRI Content Index, page 9-10 (G4-56 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 Website and open Code of Conduct for LANDBANK Directors
  2. See Code of Conduct for LANDBANK Employees

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.

  1. See LANDBANK Annual Report 2016 page 61 (Compliance with the Provisions of the Code of Corporate Governance)
  2. See LANDBANK 2016 Sustainability Report GRI Content Index, page 9-10 (G4-56 Code of Conduct)

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

 

Yes.

1. The counterpart of Nomination Compensation/Renumeration Committee is Corporate Governance Committee. See LANDBANK Annual Report 2016 page 69: Corporate Governance Committee.

2. See LANDBANK 2016 Sustainability Report GRI Content Index, page 8 (G4-34): The Corporate Governance Committee oversees matters pertaining to the organizational structure of the Bank, its selection and promotion of officers, periodic performance evaluation of the Board, its committees and the executive management, and annual self-evaluation of its performance.

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

 

Yes. See LANDBANK Annual Report 2016; page 69 (3rd par. "Corporate Governance Committee”, 10 meetings)

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

 

Yes. See LANDBANK Annual Report 2016; page 69 (2nd par. Corporate Governance Committee)

17. Does the Board appoint  an Audit Committee?

 

Yes. See LANDBANK Annual Report 2016; page 63 (last paragraph) and page 69 (Audit and Compliance Committee)

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

 

Yes. See LANDBANK Annual Report 2016; pages 69

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

 

Yes. See LANDBANK Annual Report 2016; page 68; Relevant Qualifications and Experiences

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

 

Yes. See LANDBANK Annual Report 2016; page 70
21. Does the Board appoint a Risk Management Committee? 

Yes. See LANDBANK Annual Report 2016; page 60 (organization structure) and 71 (under Risk Oversight Committee) 

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

 

Yes. See LANDBANK Annual Report 2016; pages 71

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

 

Yes. See LANDBANK Annual Report 2016; pages 71

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.

1. See LANDBANK Annual Report 2016; page 72 (Board Members’ Attendance to Meetings)

2. See Transaprency Seal, Board Meetings and Attendance, Item II. B.4

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

 

Yes. See LANDBANK Annual Report 2016; page 72 (Attendance of Board Members to Meetings)

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

 

Yes. See LANDBANK Annual Report 2016; page 72 (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?

 

No. See LANDBANK Annual Report 2016; page 73 (Director's Attendance to Board and 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.)

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 (2nd par.) "The Corporate Secretary from January to July 2016 was SVP Reynauld R. Villafuerte, a lawyer and the Head of the Legal Services Group, while the Corporate Secretary from August to December 2016 was VP Felix L. Manlangit, a lawyer and the Head of Field Legal Services Department."

26. Internal Audit

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

 

Yes. See LANDBANK Annual Report 2016; pages 60 (Organizational Structure-Internal Audit Group) and 75 (Internal Audit Group)

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

 

Yes. See LANDBANK Annual Report 2016; pages 60 (Organizational Structure-Internal Audit Group) and 122 (Units Under the Board and Office of the President) 4th item.

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

 

Based on the AC Com Charter (Item 6.1.a), 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 2016; page 80 (7th paragraph) Operational RM Framework

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 2016; page 80 (5th par.) Notable accomplishments of RMG on credit risk management

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

 

Yes.  See LANDBANK Annual Report 2016; page 79 LANDBANK Risk Management and Philosophy Culture

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 2016; page 79 LANDBANK Risk Management and Philosophy Culture

28. Board Chairman

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

 

Yes. See LANDBANK Annual Report 2016; page 64

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.)

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

 

Yes. See Transparency Seal - Seminars Attended (2016)

2. See LANDBANK Annual Report 2016; page 63 (i. Attend orientation and traning)

The following were the trainings and seminars attended by the members of the Board in 2016:

  • Corporate Governance Going Forward
  • Mitigating Risk on Current Trends in Money Laundering
  • Seminar on Anti-Money Laundering Law
  • Seminar on Basic Trust Banking for Bank Officers and Directors
  • Corporate Governance and Risk Management for Bank’s Board of Directors
  • Corporate Governance Orientation Program for Government Owned and Controlled Corporations
  • Basic Trust Banking Seminar for Bank Officers and Directors
  • Update on Anti-Money Laundering Act
  • Public Corporate Governance Seminar
  • 12015 CISCO Executive Briefing Conference

30. Board Appraisal

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

 

Yes. See LANDBANK Annual Report 2016; page 72 (Evaluation of the Board’s Performance)

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

 

Yes. See LANDBANK Annual Report 2016; page 72 (Evaluation of the Board’s Performance)

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

 

Yes. See LANDBANK Annual Report 2016; page 72 (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 2016 Sustainability Report GRI Content Index

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

 

No. 30th day deadline: August 10, 2016

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. 
**Latest available data/reports

Yes.  See LANDBANK Annual Report 2016; page 79 LANDBANK Risk Management and Philosophy Culture

 

Yes.  See LANDBANK Annual Report 2016; page 79 LANDBANK Risk Management and Philosophy Culture

 

Yes.  See LANDBANK Annual Report 2016; page 79 LANDBANK Risk Management and Philosophy Culture