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| Questions | Link Source |
|---|---|
| I. Stakeholder Relationships | |
| 1. Does GOCC disclose a policy that: | |
| a. Stipulates the existence and scope of its effort to address customer’s welfare? | Yes. The Manual of Corporate Governance Article 8, 8.3 has formally identified its stakeholder. In the PNR Quality Manual, the stakeholders are identified |
| b. Elaborates its efforts to interact with the communities in which they operate? | Yes. Code of Corporate Governance 8.5 |
| c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | Yes. Code of Corporate Governance 8.8 |
| 2. Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies? | Yes. Manual of Corporate Governance 8.7 |
| a. Customer health and safety | |
| b. Interaction with the communities | Yes. The PNR conducted Optical Outreach in coordination SPECS Foundation in communities where PNR train operates in Calamba, Laguna on November 25, 2022. Please see attached link |
| c. Environmentally-friendly value chain | Yes. PNR utilizes high quality diesel fuel that lessen environmental impact and has converted all lighting of PNR to LED lights in all facilities |
| 3. Does the GOCC have a separate Corporate Social Responsibility (CSR) report or sustainability report? | Yes. The PNR conducted Optical Outreach in coordination SPECS Foundation in communities where PNR train operates in Calamba, Laguna on November 25, 2022. Please see attached link. |
| 4. Where stakeholder 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. There is available contact number where PNR can be contacted in the website. There are also QR code available for customer feedback and comment and complaint boxes in stations. Please see attached link |
| 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. The PNR Manual of Corporate Governance 8.7 |
| b. Does the GOCC publish data relating to health, safety and welfare of its employees? | Yes. PNR publish data related to health of its employees Please see attached link. |
| c. Does the GOCC have training and development programs for its employees? | Yes. Please see List of Trainings Conducted Training and Seminars 2022 |
| d. Does the GOCC publish data on training and development programs for its employees? |
Yes. Please see List of Trainings Conducted |
| 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. |
Yes. Please see attached link |
| a. Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior? | Yes. Please see attached link |
| b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? | Yes. Please see attached link |
| II. Disclosure and Transparency | |
| 7. Quality of Annual Report. Does the GOCC’s annual report disclose the following items: |
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| a. Corporate objectives | Yes. Corporate objectives is indicated inPNR QMS Manual and reflected also in PNR Performance Scorecard |
| b. Financial performance indicators | Yes.Audited Financial Report is available. PNR Performance Scorecard on Non-Core revenue and Absorptive Capacity are also financial performance indicators |
| c. Non-financial performance indicators |
Yes. Non-financial indicator is also reflected in PNR Performance scorecard |
| d. Details of whistle blowing policy | |
| e. Biographical details of directors |
Yes. The GOCC website reflects the biographical details of the directors. The prominent ex-officio directors of PNR like the secretary of DOF, DOTR, NEDA, their biography are available also online.
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| f. Training and/or continuing education program attended by each director | Yes. Please see Certification of Training and Certificate of Attendance of Appointive Directors. Please see attached link |
| 8. Are the Annual Reports downloadable from the GOCC’s website? | Yes. Please see attached link. 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 |
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| a. Are the audited annual financial report/statement released within 60 days upon receipt from COA? |
Yes. Please see attached link |
| b. Is the annual report released within 90 days from release of audited financial report? | |
| c. Is the true and fair representation of the annual financial statement/reports affirmed by the board of Directors and/or the relevant officers of the company? |
Yes. Please see attached link |
| III. Responsibilities of the Board | |
| 11. Corporate Vision and Mission/Strategy | |
| a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year? | Yes. The Board has reviewed the mission, vision and strategy of PNR last February 13, 2022 as part of the Strategic Planning of PNR for developing 5 year plan. |
| b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy? | Yes. The scorecard and its results are presented to the Board. The GM, the CorpSec and a PNR Director attended the exit conference hosted by GCG |
| 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? | Yes. Please see attached link. |
| b. Does the GOCC disclose that all Directors, senior management and employees are required to comply with the code? | Yes. Please see attached link. |
| c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? | No. |
| 14. Does the Board appoint a Nomination and Compensation / Remuneration Committee? | Yes. The Nomination and Remuneration Committee has been rationalized to be included in the Governance Committee., Please see attached Board Resolution No. 300-2022 |
| 15. Did the Nomination and Compensation/Remuneration Committee meet at least twice during the year? | No. Since the committee was newly rationalized in December, No meeting was held yet. |
| 16. If yes, is the report of the Nomination and Compensation/Remuneration Committee publicly disclosed? | N/A |
| 17. Does the Board appoint an Audit Committee? | Yes. There is an Audit Committee headed by Department of Finance representative to the PNR Board. Please see attached Board Resolution No. 300-2022. |
| 18. If yes, is the report of the Audit Committee publicly disclosed? | No. Since the committee was reorganized in December 2022, No meeting yet was held. |
| 19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)? | Yes. DOF Representative to the PNR Board is Secretary Benjamin Diokno and alternate is Usec Mark Dennis Joven who is a CPA Lawyer. Please see attached profile. |
| 20. Did the Audit Committee meet at least four times during the year? | No. |
| 21. Does the Board appoint a Risk Management Committee? | Yes. The Risk Management Committee has been rationalized to be included in the Executive Committee. Chairman is the Roberto Lastimoso, Vice Chairman is DOTR representative and all members of the board are also members of the committee |
| 22. If yes, is the report on Risk Management Committee publicly disclosed? | No. Since the committee was reorganized in December 2022, No meeting yet was held. |
| 23. Does at least one member of the Risk Management Committee have a background in finance and investments? | YYes. NEDA Director of PNR is Joseph Capuno and alternate is Asec Jonathan Uy and DOF Usec Mark Dennis Joven has finance and investment extensive background.Please see attached link. |
| 24. Board meetings and attendance | |
| a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) | Yes. The Board agenda for the Board Meeting schedule and the proposed revision submitted to the Board. Board Meeting Schedule 2022 |
| b. Does the Board of Directors meet at least monthly? | Yes. Please see attached Summary of Board Meetings for 2022. Board Meeting Schedule 2022 |
| c. Did the Board of Directors meet on at least 75% on their scheduled meetings? | Yes. Please see attached document. BOD Attendance Jan to July 2022 Board Meeting attendance 2022 part 2 |
| d. Has each of the Directors attended at least 90% of all the board meetings held during the year? | No. The attendance of appointive directors meet the 90% attendance in Jan-July 2022 board Composition. Ex-officio members have attended less than 90% of the actual board meetings. BOD Attendance Jan to July 2022 Board Meeting attendance 2022 part 2 |
| e. Did the Board of Directors meet separately at least once during the year without the President/CEO present? | No. All Board meetings are attended by the CEO |
| 25. Access to information | |
| a. Does the GOCC have a policy that stipulates board papers for Board of Directors meetings be provided to the Board at least three (3) working days in advance of the board meeting? | Yes. There is Board Reso No. 94-2022 indicating this requirement.Please see attached document. |
| b. Is the Board Secretary trained in legal, accountancy or company secretarial practices? | Yes. See attached document Curriculum Vitae of Assistant Corporate Secretary |
| 26. Internal Audit | |
| a. Does the company have a separate internal audit function? | Yes. See attached document PNR Organizational Structure |
| b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | Yes. Please see Charter of PNR |
| 27. Risk Oversight | |
| a. Does the company disclose the internal control procedures/risk management systems it has in place? | No. |
| b. Does the Annual Report disclose that the Board of Directors has overseen a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems? | No |
| c. Does the company disclose how key risks are managed? | No |
| 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? | No |
| 28. Board Chairman | |
| a. Do different persons assume the roles of Chairman and CEO? | Yes. Chairman of the Board is Roberto T. Lastimoso. CEO from January 1-July 30, 2022 is Junn B. Magno and from August 8, 2022 is Jeremy S. Regino Certification |
| 29. Board of Directors Development | |
| a. Does the GOCC have orientation programs for new Directors? | Yes. Please see attached document. Board Orientation |
| b. Does the GOCC have a policy that encourages Directors to attend on-going or continuous professional education programs? | Yes. Please see attached document. Certification of allotment for training by Corplan |
| c. Did all Appointive Directors attend at least 1 training for the calendar year? | Yes. Please see attached document. Certification of Training and Certificate of attendance |
| 30. Board Appraisal | |
| a. Is an annual performance assessment conducted of the Board of Directors? | No. |
| b. Does the GOCC disclose the process followed in conducting the Board assessment? | No. |
| c. Does the GOCC disclose the criteria used in the Board assessment? | No. |
| 31. Committee Appraisal | |
| a. Is an annual performance assessment conducted of the Board of Directors Committees? | No. |
| b. Does the GOCC practice Global Reporting Initiative (GRI) on its annual reports? | No |
| c. Are the audited annual financial report/statement released within 30 days upon receipt from COA? |
Yes. Please see attached link |
| Responsibilities of the Board | |
| Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and Publicly Listed Companies (PLCs)? |
No. See attached document |
| Is there non-compliance with Good Governance Conditions? |
