Corporate Governance

CORPORATE GOVERNANCE

2018

CORPORATE GOVERNANCE SCORECARD FOR GOCCS 2018
QUESTIONS	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?			See Page 24 of the Manual on Corporate Governance
b. Elaborates its efforts to interact with the communities in which they operate?			See page 23 of CSR Principles - 1st Paragraph of the Manual on Corporate Governance
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?			See page 25 of the Manual on Corporate Governance
2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?
a. Customer health and safety			See page 24, of 2018 Annual Report
b. Interaction with the communities			See January 27, 2018 Manila Bay Clean-up
c. Environmentally-friendly value chain			See page 25, of 2018 Annual Report
3. Does the GOCC have a separate Corporate Social Responsibility (CSR) report/section or sustainability report/section?			See page 24, of 2018 Annual Report
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?			See Compalint Section & Contact Us 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?			See page 20, of 2018 Annual Report
b. Does the GOCC publish data relating to health, safety and welfare of its employees?			See page 20, of 2018 Annual Report
c. Does the GOCC have training and development programmes for its employees?			See Policy on Training and Personnel Development and See page 22 of MSI 2018 Annual Report
d. Does the GOCC publish data on training and development programs for its employees?			See page 20, of 2018 Annual Report
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?			See Guidelines on Whistleblowing and Reporting
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?			See Guidelines on Whistleblowing and Reporting
7. Quality of the Annual Report. Does the GOCC’s AR disclose the following items:
a. Corporate Objectives			See page 19, of 2018 Annual Report
b. Financial performance indicators			See page 21, of 2018 Annual Report
c. Non-financial performance indicators			See pae 14-16, of 2018 Annual Report
d. Details of whistleblowing policy			See Guidelines on Whistleblowing and Reporting
e. Biographical details (atleast age, qualification, date of first appointment, relevant experiences and any other directorships of listed companies) of directors/commissioners			See page 59, of 2018 Annual Report
f. Training and/or continuing education programme attended by each director/commissioner
8. Is the Annual Report downloadable from the GOCC website?			Click to download, 2018 Annual Report
9. Corporate Governance Confirmation Statement
a. Does the Annual Report 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?
10. Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?			Complied for 2018 Audit Report
b. Is the annual report released within 90 days from release of audited financial report?			Complied for 2018 Annual Report
c. Is the true and fairness/fair presentation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company?			See page 30, of 2018 Annual Report and See page 10, 2018 Audited Financial Report
11. Corporate Vision/Mission
a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year?			See page 10, of 2018 Annual Report
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?			See page 10, of 2018 Annual Report
12. Did the GOCC achieve 90% in the PES?
13. Code of ethics or conduct
a. Are the details of the code of ethics or conduct disclosed?			See Code of Conduct
b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?			See page 21, Item 8.1 of MSI Manual on Corporate Governance
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?			See Code of Conduct
14. Does the Board appoint a Nomination Compensation/Renumeration Committee?			See page 10, item 5.1.2.6 of MSI Manual on Corporate Governance
15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?			See page 13, of 2018 Annual Report (Board Attendance)
16. If yes, is the report of the Nomination Compensation/Renumeration Committee publicly disclosed?			See page 13, of 2018 Annual Report
17. Does the Board appoint an Audit Committee?			See Name of Officials
18. If yes, is the report of the Audit Committee publicly disclosed?			See page 19, of 2018 Annual Report
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?			See Audit Committee Profile
20. Did the Audit Committee meet at least four times during the year?			See page 21, of 2018 Annual Report
21. Does the Board appoint a Risk Management Committee?			See Name of Officials
22. If yes, is the report on Risk Management Committee publicly disclosed?			See page 18, of 2018 Annual Report
23. Does at least one member of the Risk Management Committee have a background in finance and investments?			See page 1-4 Risk Management Committee Profile and their Names
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)			See page 13, of 2018 Annual Report - Board Attendance
b. Does the Board of Directors meet at least monthly?			See page 13, of 2018 Annual Report - Board Attendance
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?			See page 13, of 2018 Annual Report - Board Attendance
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?			See page 13, of 2018 Annual Report - Board Attendance
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?			During the December 14, 2018 regular board of Directors meeting, the Pres/CEO stepped out of the Board room for the PCEO Performance Evaluation for Cy 2018.
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?			Release Period of Materials for Board Meetings a. Release of materials for board meetings must be made at least 3 days prior to date of meeting. b. Reckoning of materials to a day prior the date of meeting.
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?			See page 6, Board Secretary Profile. See Name of Officials
26. Internal Audit
a. Does the company have a separate internal audit function?			See page 19, of 2016 Annual Report - Ex-Com Resolution 2016-07 See also Organizational Structure
c. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?			The regularization of the MSI Internal Auditor was opposed by the Audit Committee through MSI Audit Committee Resolution No. 2016-01
27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management systems it has in place?			See page 10-12, of MSI Internal Audit Manual
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?			See page 19, of 2018 Annual Report
c. Does the company disclose how key risks are managed?			See Material Risk Factors and Measures to Manage Risk
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?			See Material Risk Factors and Measures to Manage Risk, and See page 19, of 2018 Annual Report
28. Board Chairman
a. Do different persons assume the roles of Chairman and CEO?			See Name of Officials
29. Board of Directors Development
a. Does the GOCC have orientation programmes for new Directors?			See page 7 of MSI Personnel Manual
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?			See page 17, of 2018 Annual Report
c. Did all Appointive Directors attend at least 1 training for the calendar year?
30. Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors assessment?			Complied throught GCG IPED
b. Does the GOCC disclose the process followed in conducting the Board?			Complied throught GCG IPED
c. Does the GOCC disclose the criteria used in the Board assessment?			Complied throught GCG IPED & See Performance Evaluation Tool
31. Committee Appraisal
a. Is an annual performance assessment conducted of the Board of Directors Committees?			Complied throught GCG IPED & See Performance Evaluation Tool
BONUS
Stakeholder's Relationship: Does the GOCC practice Global Reporting Index (GRI) on its annual reports?
Disclosure and Transparency: Are the audited annual financial report/statement released within 30 days upon the receipt from COA?			See Transparency Seal Page
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?
b. Is there non-compliance with Good Governance Conditions?

2017

CORPORATE GOVERNANCE SCORECARD FOR GOCCS 2017
QUESTIONS	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?			See Page 24 of the Manual on Corporate Governance
b. Elaborates its efforts to interact with the communities in which they operate?			See page 23 of CSR Principles - 1st Paragraph of the Manual on Corporate Governance
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?			See page 25 of the Manual on Corporate Governance
2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?
a. Customer health and safety			See page 28, of 2017 Annual Report
b. Interaction with the communities			See August 12, 2017 Manila Bay Clean-up
c. Environmentally-friendly value chain			See page 28, of 2017 Annual Report
3. Does the GOCC have a separate Corporate Social Responsibility (CSR) report/section or sustainability report/section?			See page 26, of 2017 Annual Report
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?			See Compalint Section & Contact Us 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?			See page 22, of 2017 Annual Report
b. Does the GOCC publish data relating to health, safety and welfare of its employees?			See page 22, of 2017 Annual Report
c. Does the GOCC have training and development programmes for its employees?			See Policy on Training and Personnel Development and See page 22 of MSI 2017 Annual Report
d. Does the GOCC publish data on training and development programs for its employees?			See page 22, of 2017 Annual Report
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?			See Guidelines on Whistleblowing and Reporting
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?			See Guidelines on Whistleblowing and Reporting
7. Quality of the Annual Report. Does the GOCC’s AR disclose the following items:
a. Corporate Objectives			See page 11, of 2017 Annual Report
b. Financial performance indicators			See page 23, of 2017 Annual Report
c. Non-financial performance indicators			See pae 16, of 2017 Annual Report
d. Details of whistleblowing policy			See Guidelines on Whistleblowing and Reporting
e. Biographical details (atleast age, qualification, date of first appointment, relevant experiences and any other directorships of listed companies) of directors/commissioners			See page 59, of 2017 Annual Report
f. Training and/or continuing education programme attended by each director/commissioner			See page 18, of 2017 Annual Report
8. Is the Annual Report downloadable from the GOCC website?			Click to download, 2017 Annual Report
9. Corporate Governance Confirmation Statement
a. Does the Annual Report 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?
10. Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?			Complied for 2017 Audit Report
b. Is the annual report released within 90 days from release of audited financial report?			Complied for 2017 Annual Report
c. Is the true and fairness/fair presentation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company?			See page 33, of 2017 Annual Report and See page 10, 2017 Audited Financial Report
11. Corporate Vision/Mission
a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year?			See page 12, of 2017 Annual Report
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?			See page 12, of 2017 Annual Report
12. Did the GOCC achieve 90% in the PES?			See page 12, of 2017 Annual Report
13. Code of ethics or conduct
a. Are the details of the code of ethics or conduct disclosed?			See Code of Conduct
b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?			See page 21, Item 8.1 of MSI Manual on Corporate Governance
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?			See Code of Conduct and MSI Monitoring of Code of Conduct
14. Does the Board appoint a Nomination Compensation/Renumeration Committee?			See page 10, item 5.1.2.6 of MSI Manual on Corporate Governance
15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?			See page 17, of 2017 Annual Report (Board Attendance)
16. If yes, is the report of the Nomination Compensation/Renumeration Committee publicly disclosed?			See page 17, of 2017 Annual Report
17. Does the Board appoint an Audit Committee?			See Name of Officials
18. If yes, is the report of the Audit Committee publicly disclosed?			See page 21, of 2017 Annual Report
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?			See Audit Committee Profile
20. Did the Audit Committee meet at least four times during the year?			See page 21, of 2017 Annual Report
21. Does the Board appoint a Risk Management Committee?			See Name of Officials
22. If yes, is the report on Risk Management Committee publicly disclosed?			See page 20, of 2017 Annual Report
23. Does at least one member of the Risk Management Committee have a background in finance and investments?			See page 1-4 Risk Management Committee Profile and their Names
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)			See page 15, of 2017 Annual Report - Board Attendance
b. Does the Board of Directors meet at least monthly?			See page 15, of 2017 Annual Report - Board Attendance
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?			See page 15, of 2017 Annual Report - Board Attendance
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?			See page 15, of 2017 Annual Report - Board Attendance
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?			During the December 8, 2017 regular board of Directors meeting, the Pres/CEO stepped out of the Board room for the PCEO Performance Evaluation for Cy 2017.
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?			Release Period of Materials for Board Meetings a. Release of materials for board meetings must be made at least 3 days prior to date of meeting. b. Reckoning of materials to a day prior the date of meeting.
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?			See page 6, Board Secretary Profile. See Name of Officials
26. Internal Audit
a. Does the company have a separate internal audit function?			See page 19, of 2016 Annual Report - Ex-Com Resolution 2016-07 See also Organizational Structure
c. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?			The regularization of the MSI Internal Auditor was opposed by the Audit Committee through MSI Audit Committee Resolution No. 2016-01
27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management systems it has in place?			See page 10-12, of MSI Internal Audit Manual
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?			See page 20, of 2017 Annual Report
c. Does the company disclose how key risks are managed?			See Material Risk Factors and Measures to Manage Risk
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?			See Material Risk Factors and Measures to Manage Risk, and See page 20-21, of 2017 Annual Report
28. Board Chairman
a. Do different persons assume the roles of Chairman and CEO?			See Name of Officials
29. Board of Directors Development
a. Does the GOCC have orientation programmes for new Directors?			See page 7 of MSI Personnel Manual
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?			See page 18, of 2017 Annual Report
c. Did all Appointive Directors attend at least 1 training for the calendar year?			See page 18, of 2017 Annual Report
30. Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors assessment?			Complied throught GCG IPED
b. Does the GOCC disclose the process followed in conducting the Board?			Complied throught GCG IPED
c. Does the GOCC disclose the criteria used in the Board assessment?			Complied throught GCG IPED & See Performance Evaluation Tool
31. Committee Appraisal
a. Is an annual performance assessment conducted of the Board of Directors Committees?			Complied throught GCG IPED & See Performance Evaluation Tool
BONUS
Stakeholder's Relationship: Does the GOCC practice Global Reporting Index (GRI) on its annual reports?
Disclosure and Transparency: Are the audited annual financial report/statement released within 30 days upon the receipt from COA?			See Transparency Seal Page
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?
b. Is there non-compliance with Good Governance Conditions?

2016

CORPORATE GOVERNANCE SCORECARD FOR GOCCS 2016
QUESTIONS	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?			See page 24 of the Manual on Corporate Governance
b. Elaborates its efforts to interact with the communities in which they operate?			See page 23 of CSR Principles - 1st Paragraph of the Manual on Corporate Governace
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?			See page 25 of the Manual on Corporate Governance
2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?
a. Customer health and safety			See page 25, of 2016 Annual Report
b. Interaction with the communities			See page 27, of 2016 Annual Report
c. Environmentally-friendly value chain			See page 25-27, of MSI 2016 Annual Report
3. Does the GOCC have a separate Corporate Social Responsibility (CSR) report/section or sustainability report/section?			See page 25, of 2016 Annual Report
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?			See Compalint Section & Contact Us 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?			See page 21, of 2016 Annual Report
b. Does the GOCC publish data relating to health, safety and welfare of its employees?			See page 21, of 2016 Annual Report
c. Does the GOCC have training and development programmes for its employees?			See Policy on Training and Personnel Development and see page 19 of MSI 2016 Annual Report
d. Does the GOCC publish data on training and development programs for its employees?			See page 19, of 2016 Annual Report
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?			See Guidelines on Whistleblowing and Reporting
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?			See Guidelines on Whistleblowing and Reporting
7. Quality of the Annual Report. Does the GOCC’s AR disclose the following items:
a. Corporate Objectives			See page 15, of 2016 Annual Report
b. Financial performance indicators			See page 5-6 and 22-24, of 2016 Annual Report
c. Non-financial performance indicators			See page 18, of 2016 Annual Report
d. Details of whistleblowing policy			See Guidelines on Whistleblowing and Reporting
e. Biographical details (atleast age, qualification, date of first appointment, relevant experiences and any other directorships of listed companies) of directors/commissioners			See page 52-54, of 2016 Annual Report
f. Training and/or continuing education programme attended by each director/commissioner			See page 19-20, of 2016 Annual Report
8. Is the Annual Report downloadable from the GOCC website?			Click to download, 2016 Annual Report
9. Corporate Governance Confirmation Statement
a. Does the Annual Report 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?
10. Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?			Complied for 2016 Audit Report
b. Is the annual report released within 90 days from release of audited financial report?			Complied for 2016 Audited Financial Report
c. Is the true and fairness/fair presentation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company?			See page 32, of 2016 Annual Report and See page 9, 2016 Financial Report
11. Corporate Vision/Mission
a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year?			See page 16, of 2016 Annual Report - MSI Board in Action
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?			See page 16, of 2016 Annual Report
12. Did the GOCC achieve 90% in the PES?			See page 16, of 2016 Annual Report
13. Code of ethics or conduct
a. Are the details of the code of ethics or conduct disclosed?			See Code of Conduct
b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?			See page 21, Item 8.1, of MSI Manual on Corporate Governance
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?			See Code of Conduct and MSI Monitoring of Code of Conduct
14. Does the Board appoint a Nomination Compensation/Renumeration Committee?			See page 10, item 5.1.2.6, of MSI Manual on Corporate Governance
15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?			See page 17, of 2016 Annual Report - Board Attendance
16. If yes, is the report of the Nomination Compensation/Renumeration Committee publicly disclosed?			See page 17, of 2016 Annual Report - Board Attendance
17. Does the Board appoint an Audit Committee?			See Name of Officials
18. If yes, is the report of the Audit Committee publicly disclosed?			See pae 21, of 2016 Annual Report - Audit Committee in Action
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?			See Audit Committee Profile
20. Did the Audit Committee meet at least four times during the year?			See page 21, of 2016 Annual Report - Audit Committee Attendance
21. Does the Board appoint a Risk Management Committee?			See Name of Officials
22. If yes, is the report on Risk Management Committee publicly disclosed?			See page 20, of 2016 Annual Report - Governance and Risk Committee
23. Does at least one member of the Risk Management Committee have a background in finance and investments?			See page 1-4 Risk Management Committee Profile and their Names
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)			See page 17, of 2016 Annual Report - Board Attendance
b. Does the Board of Directors meet at least monthly?			See page 17, of 2016 Annual Report - Board Attendance
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?			See page 17, of 2016 Annual Report - Board Attendance
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?			See page 17, of 2016 Annual Report - Board Attendance
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present?			During the December 15, 2016 regular board of Directors meeting, the Pres/CEO stepped out of the Board room for the PCEO Performance Evaluation for Cy 2016.
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?			Release Period of Materials for Board Meetings a. Release of materials for board meetings must be made at least 3 days prior to date of meeting. b. Reckoning of materials to a day prior the date of meeting.
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?			See page 6, Board Secretary Profile. See Name of Officials
26. Internal Audit
a. Does the company have a separate internal audit function?			See page 19, of 2016 Annual Report - Ex-Com Resolution 2016-07 See also Organizational Structure
c. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?			The regularization of the MSI Internal Auditor was opposed by the Audit Committee through MSI Audit Committee Resolution No. 2016-01
27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management systems it has in place?			See page 10-12, of MSI Internal Audit Manual
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?			See page 15- 2016 Annual Report
c. Does the company disclose how key risks are managed?			See Material Risk Factors and Measures to Manage Risk
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?			See Material Risk Factors and Measures to Manage Risk, and For Upload MSI 2016 Annual Report
28. Board Chairman
a. Do different persons assume the roles of Chairman and CEO?			See Name of Officials
29. Board of Directors Development
a. Does the GOCC have orientation programmes for new Directors?			See Page 7, of MSI Personnel Manual
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?			See page 19, 2016 Annual Report - Training and Continuing Education
c. Did all Appointive Directors attend at least 1 training for the calendar year?			See page 19, 2016 Annual Report - Trainings Attended by BODs
30. Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors assessment?			Complied throught GCG IPED
b. Does the GOCC disclose the process followed in conducting the Board?			Complied throught GCG IPED
c. Does the GOCC disclose the criteria used in the Board assessment?			Complied throught GCG IPED & See Performance Evaluation Tool
31. Committee Appraisal
a. Is an annual performance assessment conducted of the Board of Directors Committees?			Complied throught GCG IPED & See Performance Evaluation Tool
BONUS
Stakeholder's Relationship: Does the GOCC practice Global Reporting Index (GRI) on its annual reports?
Disclosure and Transparency: Are the audited annual financial report/statement released within 30 days upon the receipt from COA?			See Transparency Seal Page
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?
b. Is there non-compliance with Good Governance Conditions?

2015

CORPORATE GOVERNANCE SCORECARD FOR GOCCS 2015
QUESTIONS	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?			See page 24 of the Manual on Corporate Governance
b. Elaborates its efforts to interact with the communities in which they operate?			See page 23 of CSR Principles - 1st Paragraph of the Manual on Corporate Governace
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?			See page 25 of the Manual on Corporate Governance
2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?
a. Customer health and safety			See page 23-25 of MSI 2015 Annual Report
b. Interaction with the communities			See page 23-25 of MSI 2015 Annual Report
c. Environmentally-friendly value chain			See page 23-25 of MSI 2015 Annual Report
3. Does the GOCC have a separate Corporate Social Responsibility (CSR) report/section or sustainability report/section?			See page 23-25 of MSI 2015 Annual Report
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?			See Compalint Section & Contact Us 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?			See page 17 and 43 of MSI 2015 Annual Report
b. Does the GOCC publish data relating to health, safety and welfare of its employees?			See page 17 of MSI 2015 Annual Report
c. Does the GOCC have training and development programmes for its employees?			See Policy on Training and Personnel Development and see page 17 of MSI 2015 Annual Report
d. Does the GOCC publish data on training and development programs for its employees?			See page 17 of MSI 2015 Annual Report
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?			See Guidelines on Whistleblowing and Reporting
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?			Please see Guidelines on Whistleblowing and Reporting
7. Quality of the Annual Report. Does the GOCC’s AR disclose the following items:
a. Corporate Objectives			See page 12 of MSI 2015 Annual Report
b. Financial performance indicators			See page 2-5 of MSI 2015 Annual Report & Page 18-20 of MSI 2015 Annual Report
c. Non-financial performance indicators			See page 21-22 of MSI 2015 Annual Report
d. Details of whistleblowing policy			See Guidelines on Whistleblowing and Reporting
e. Biographical details (atleast age, qualification, date of first appointment, relevant experiences and any other directorships of listed companies) of directors/commissioners			See page 47-51 of MSI 2015 Annual Report
f. Training and/or continuing education programme attended by each director/commissioner			See page 13-14 of MSI 2015 Annual Report
8. Is the Annual Report downloadable from the GOCC website?			Click the link to download 2015 Annual Report
9. Corporate Governance Confirmation Statement
a. Does the Annual Report 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?
10. Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?			Complied for 2015 Audit Report posted at MSI website April 8, 2016
b. Is the annual report released within 90 days from release of audited financial report?			Complied for 2015 Annual Report posted at MSI website June 17, 2016
c. Is the true and fairness/fair presentation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company?			See page 29 of MSI 2015 Annual Report and Page 3 of 2015 Financial Report
11. Corporate Vision/Mission
a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year?			See page 11 of MSI 2015 Annual Report
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?			See page 11 of MSI 2015 Annual Report
12. Did the GOCC achieve 90% in the PES?			See page 12 of MSI 2015 Annual Report
13. Code of ethics or conduct
a. Are the details of the code of ethics or conduct disclosed?			See Code of Conduct
b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?			See page 21, Item 8.1 of MSI Manual on Corporate Governance
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?			See Code of Conduct and MSI Monitoring of Code of Conduct
14. Does the Board appoint a Nomination Compensation/Renumeration Committee?			See page 10, item 5.1.2.6 of MSI Manual on Corporate Governance
15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?			See 2015 BODs and Committees Attendance Record
16. If yes, is the report of the Nomination Compensation/Renumeration Committee publicly disclosed?			See page 14-15 of MSI 2015 Annual Report
17. Does the Board appoint an Audit Committee?			Navigate the menu or click the link: About Us/Name of Officials
18. If yes, is the report of the Audit Committee publicly disclosed?			See page 16 of MSI 2015 Annual Report
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?			See Audit Committee Profile
20. Did the Audit Committee meet at least four times during the year?
21. Does the Board appoint a Risk Management Committee?			Navigate the menu or click the link: About Us/Name of Officials
22. If yes, is the report on Risk Management Committee publicly disclosed?			Page 16 of MSI 2015 Annual Report
23. Does at least one member of the Risk Management Committee have a background in finance and investments?			See page 1-4 Risk Management Committee Profile and their Names
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)			Page 11 of MSI 2015 Annual Report
b. Does the Board of Directors meet at least monthly?
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?			See 2015 BODs and Committees Attendance Record
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?			See 2015 BODs and Committees Attendance Record
e. Did the Board of Directors meet separately at least once during the year without the President/CEO 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?			Release Period of Materials for Board Meetings a. Release of materials for board meetings must be made at least 3 days prior to date of meeting. b. Reckoning of materials to a day prior the date of meeting.
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?			See page 6, Board Secretary Profile. See Name of Officials
26. Internal Audit
a. Does the company have a separate internal audit function?			See Page 16 of MSI 2015 Annual Report. See also Organizational Structure
c. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?
27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management systems it has in place?			See page 10-12 of MSI Internal Audit Manual
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?			See page 16 of MSI 2015 Annual Report
c. Does the company disclose how key risks are managed?			See Material Risk Factors and Measures to Manage Risk
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?			See Material Risk Factors and Measures to Manage Risk, and Page 16 of MSI 2015 Annual Report
28. Board Chairman
a. Do different persons assume the roles of Chairman and CEO?			See Name of Officials
29. Board of Directors Development
a. Does the GOCC have orientation programmes for new Directors?			See Page 7 of MSI Personnel Manual
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?			See Page 13-14 of MSI 2015 Annual Report
c. Did all Appointive Directors attend at least 1 training for the calendar year?			See page 13-14 of MSI 2015 Annual Report & 2015 Trainings Attended by BODs
30. Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors assessment?			Complied throught GCG IPED
b. Does the GOCC disclose the process followed in conducting the Board?			Complied throught GCG IPED
c. Does the GOCC disclose the criteria used in the Board assessment?			Complied throught GCG IPED & See Performance Evaluation Tool
31. Committee Appraisal
a. Is an annual performance assessment conducted of the Board of Directors Committees?			Complied throught GCG IPED & See Performance Evaluation Tool
BONUS
Stakeholder's Relationship: Does the GOCC practice Global Reporting Index (GRI) on its annual reports?
Disclosure and Transparency: Are the audited annual financial report/statement released within 30 days upon the receipt from COA?			See Transparency Seal Page
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?			See page 47-51 of MSI 2015 Annual Report
b. Is there non-compliance with Good Governance Conditions?

2014

CORPORATE GOVERNANCE SCORECARD FOR GOCCS 2014
QUESTIONS	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?			See page 24 of the Manual on Corporate Governance
b. Elaborates its efforts to interact with the communities in which they operate?			See page 23 of CSR Principles - 1st Paragraph of the Manual on Corporate Governace
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?			See page 25 of the Manual on Corporate Governance
2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?
a. Customer health and safety			See Transparency Seal Page
b. Interaction with the communities
c. Environmentally-friendly value chain			See page 32, 1st Paragraph of the Manual on Corporate Governance
3. Does the GOCC have a separate Corporate Social Responsibility (CSR) report/section or sustainability report/section?
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?			See Compalint Section & Contact Us 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?			See GCG MC No. 2012-07
b. Does the GOCC publish data relating to health, safety and welfare of its employees?
c. Does the GOCC have training and development programmes for its employees?			See GCG MC No. 2012-07 and 2014 Audited Financial Report
d. Does the GOCC publish data on training and development programs for its employees?			See page 14 of MSI 2014 Annual Report
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?
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?
7. Quality of the Annual Report. Does the GOCC’s AR disclose the following items:
a. Corporate Objectives			See Transparency Seal Page
b. Financial performance indicators			See page 15 of MSI 2014 Annual Report
c. Non-financial performance indicators			See page 9-10 of MSI 2014 Annual Report
d. Details of whistleblowing policy			See Guidelines on Whistleblowing and Reporting
e. Biographical details (atleast age, qualification, date of first appointment, relevant experiences and any other directorships of listed companies) of directors/commissioners			See Name of Officials
f. Training and/or continuing education programme attended by each director/commissioner			See page 7 of MSI 2014 Annual Report
8. Is the Annual Report downloadable from the GOCC website?			See Transparency Seal
9. Corporate Governance Confirmation Statement
a. Does the Annual Report 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?
10. Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA?			See 2014 Audit Report
b. Is the annual report released within 90 days from release of audited financial report?			See 2014 Annual Report
c. Is the true and fairness/fair presentation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company?			See Statement of Compliance
11. Corporate Vision/Mission
a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year?			See 2014 Annual Report
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy?			See 2014 Annual Report
12. Did the GOCC achieve 90% in the PES?			See 2014 Annual Report
13. Code of ethics or conduct
a. Are the details of the code of ethics or conduct disclosed?			See Code of Conduct
b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code?			See page 21, Item 8.1 of MSI Manual on Corporate Governance
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?			See Code of Conduct
14. Does the Board appoint a Nomination Compensation/Renumeration Committee?			See page 10, item 5.1.2.6 of MSI Manual on Corporate Governance
15. Did the Nomination Compensation/Remuneration Committee meet at least twice during the year?			See 2014 BODs and Committees Attendance Record
16. If yes, is the report of the Nomination Compensation/Renumeration Committee publicly disclosed?			See 2014 Annual Report
17. Does the Board appoint an Audit Committee?			See Name of Officials
18. If yes, is the report of the Audit Committee publicly disclosed?			See 2014 Annual Report
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)?			See Audit Committee Profile
20. Did the Audit Committee meet at least four times during the year?
21. Does the Board appoint a Risk Management Committee?			See Name of Officials
22. If yes, is the report on Risk Management Committee publicly disclosed?			See 2014 Annual Report
23. Does at least one member of the Risk Management Committee have a background in finance and investments?			See page 1-4 Risk Management Committee Profile and their Names
24. Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1)			See 2014 Annual Report
b. Does the Board of Directors meet at least monthly?
c. Did the Board of Directors meet on at least 75% on their scheduled meetings?			See 2014 BODs and Committees Attendance Record
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year?			See 2014 BODs and Committees Attendance Record
e. Did the Board of Directors meet separately at least once during the year without the President/CEO 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?
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices?			See page 6, Board Secretary Profile. See Name of Officials
26. Internal Audit
a. Does the company have a separate internal audit function?			See 2014 Annual Report. See also Organizational Structure
c. Does the appointment and removal of the internal auditor require the approval of the Audit Committee?
27. Risk Oversight
a. Does the company disclose the internal control procedures/risk management systems it has in place?
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?			See 2014 Annual Report
c. Does the company disclose how key risks are managed?			See Material Risk Factors and Measures to Manage Risk
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?			See 2014 MSI Risk Control Self Assessment Matrix, Material Risk Factors and Measures to Manage Risk, and Page 16 of MSI 2014 Annual Report
28. Board Chairman
a. Do different persons assume the roles of Chairman and CEO?			See Name of Officials
29. Board of Directors Development
a. Does the GOCC have orientation programmes for new Directors?			See Page 7 of MSI Personnel Manual
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programmes?			See 2014 Annual Report
c. Did all Appointive Directors attend at least 1 training for the calendar year?			See 2014 Annual Report & Disclosure
30. Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors assessment?			Complied throught GCG IPED
b. Does the GOCC disclose the process followed in conducting the Board?			Complied throught GCG IPED
c. Does the GOCC disclose the criteria used in the Board assessment?			Complied throught GCG IPED & See Performance Evaluation Tool
31. Committee Appraisal
a. Is an annual performance assessment conducted of the Board of Directors Committees?
BONUS
Stakeholder's Relationship: Does the GOCC practice Global Reporting Index (GRI) on its annual reports?
Disclosure and Transparency: Are the audited annual financial report/statement released within 30 days upon the receipt from COA?			See Transparency Seal Page
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?			See 2014 Annual Report
b. Is there non-compliance with Good Governance Conditions?

AUXILIARY MENU

GOVPH

2018

2017

2016

2015

2014