CORPORATE GOVERNANCE SCORECARD 2018

No. Question Y/N Link Source
I. Stakeholder Relationships
1 Does the GOCC disclose a policy that:
a. Stipulates the existence and scope of its effort to address customer's welfare? Y • SB Corp Website - Manual of Corporate Governance
page 5, 3.d

page 2 - Relations with stakeholders

• SB Corp 2018 Annual Report , page 20 - Stakeholders' Engagement
b. Elaborates its efforts to interact with the communities in which they operate? Y • SB Corp Website - Mission/Vision

• SB Corp 2018 Annual Report , page 01 - Vision and Mission
c. Ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? Y SB Corp Website - CSR Statement
2 Does the GOCC disclose the activities that it has undertaken to implement the abovementioned policies?
a. Customer health and safety Y SB Corp Website
News
1. SB Corp lends to families of KIA/WIA Soldiers - February 13, 2018
2. SB Corp opens P3 lending for Marawi Enterprises - January 30, 2018
b. Interaction with the communities Y SB Corp Website
News
1. B Corp lends to families of KIA/WIA Soldiers - February 13, 2018
2. SB Corp opens P3 lending for Marawi Enterprises - January 30, 2018
c. Environmentally-friendly value chain Y SB Corp Go Green Program for CY 2018
3 Does the GOCC have a separate Corporate Social Responsibility (CSR) report/section or sustainability report/section? N None
4 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. 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? Y • SB Corp Website Whistleblowing Report Form (https://www.sbgfc.org.ph/sb-corp-whistleblowing-report-form)

• SB Corp 2018 Annual Report , page 16 Whistleblowing Policy
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? N No available disclosure
b. Does the GOCC publish data relating to health, safety and welfare of its employees? Y SB Corp 2018 Annual Report , page 10 – Employee, Health, Safety and Welfare CY 2018
c. Does the GOCC have training and development programmes for its employees? Y SB Corp 2018 Annual Report pages 11-13 – Training and Development Programs January 1 to December 31, 2018
d. Does the GOCC publish data on training and development programs for its employees? Y SB Corp 2018 Annual Report , pages 11-13 – Training and Development Programs January 1 to December 31, 2018
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? Y SB Corp Website
Whistleblowing Policy > Whistleblowing Portal
b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? Y SB Corp Website
Whistleblowing Policy > Confidentiality
II. Disclosure and Transparency
7 Quality of the Annual Report
Does the GOCC disclose the following items:
a. Corporate Objectives Y SB Corp Website - Strategy Map
b. Financial performance indicators Y SB Corp 2018 Annual Report , page 5 (Operational Highlights), pages 20-41 (Financial Statements)
c. Non-financial performance indicators Y SB Corp 2018 Annual Report , page 7 (Capacity Building Programs, ISO Certification, Capacity Building Group Accomplishments for CY 2018)
d. Details of whistle-blowing policy Y SB Corp Website - Whistleblowing Policy
e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners Y SB Corp 2018 Annual Report, pages 42-45 (Board of Directors)
f. Training and/or continuing education programme attended by each director/commissioner Y Transparency Seal > Board Orientation and Continuous Training/Education Programs > 2018
8 Are the annual reports downloadable from the GOCC's website? Y Link to SB Corp 2018 Annual Report
9 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? Y SB Corp 2018 Annual Report, page 16 (Corporate Governance Confirmation Statement)
10 Timely filing/release of annual/financial reports
a. Are the audited annual financial report/statement released within 60 days upon receipt from COA? Y

2018 Audited Financial Statement

Date of Receipt from COA: 13 June 2019
Date of Release (posting on the website): 13 June 2019

b. Is the annual report released within 90 days from release of audited financial report? Y

2018 Annual Report

Date of Release (posting on the website): 13 June 2019
Date of Release of SB Corp 2018 Annual Report: 4 September 2019

c. Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? Y SB Corp 2018 Annual Report, page 21 (Statement of Management’s Responsibility for Financial Statements)
III. Responsibility of the Board
11 Corporate Vision/Mission
a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year? Y SB Corp Website -
Review and monitoring of the Implementation of the Corporate Vision and Mission/Strategy > 2018
b. Does the Board of Directors monitor/oversee the implementation of the corporate strategy? N No available disclosure
12 Did the GOCC achieve 90% in the PES? Y 91.89% 2018 Revalidated Performance Scorecard
13 Code of Ethics or Conduct
a. Are the details of the code of ethics or conduct disclosed? Y SB Corp Website - Code of Conduct
b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code? N SB Corp Website - Code of Conduct(Scope: SBC officers and employees)
c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? Y SB Corp Website - Code of Conduct- Code of Conduct Compliance Certificate (page 17)
14 Does the Board appoint a Nomination Compensation / Remuneration Committee?  Y SB Corp Website - Board Committees and Activities (Corporate Governance Committee)
15 Did the Nomination Compensation/Remuneration Committee meet at least twice during the year? Y SB Corp Website - Board of Directors - Attendance Records 2018
16 If yes, is the report of the Nomination Compensation/Remuneration Committee publicly disclosed? Y • SB Corp Website - Corporate Governance Committee 2018 Accomplishment Report

• SB Corp 2018 Annual Report, page 16-17 (Corporate Governance Committee Major Initiatives and Accomplishments for 2018)
17 Does the Board appoint an Audit Committee? Y SB Corp Website - Board Committees and Activities (Board Audit and Compliance Committee)
18 If yes, is the report of the Audit Committee publicly disclosed Y • SB Corp Website - Board Audit and Compliance Committee 2018 Accomplishment Report

• SB Corp 2018 Annual Report, page 17 (Board Audit and Compliance Committee Major Initiatives and Accomplishments for 2018)
19 Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)? Y SB Corp 2018 Annual Report,, pages 42-45 (Board of Directors - Mr. Benel P. Lagua and Atty. Ferdinand D. Tolentino)
20 Did the Audit Committee meet at least four times during the year? Y SB Corp Website - Board of Directors - Attendance Records 2018 (3 meetings for the Committee and 1 joint meeting with Risk Oversight Committee)
21 Does the Board appoint a Risk Management Committee? Y SB Corp Website - Board Committees and Activities (Risk Oversight Committee)
22 If yes, is the report on Risk Management Committee publicly disclosed? Y • SB Corp Website - Risk Oversight Committee 2018 Accomplishment Report

• SB Corp 2018 Annual Report,, page 17 (Risk Oversight Committee Major Initiatives and Accomplishments for 2018)
23 Does at least one member of the Risk Management Committee have a background in finance and investments? Y SB Corp 2018 Annual Report,t, pages 42-45 (Board of Directors - Mr. Benel P. Lagua and Mr. Joe Jay T. Doctora)
24 Board meetings and attendance
a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) Y Board of Directors - Attendance Records 2018
b. Does the Board of Directors meet at least monthly? Y Board of Directors - Attendance Records 2018
c. Did the Board of Directors meet on at least 75% on their scheduled meetings? Y Board of Directors - Attendance Records 2018
d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year? N Board of Directors - Attendance Records 2018
e. Did the Board of Directors meet separately at least once during the year without the President/CEO present? N There was no such meeting.

Board of Directors - Attendance Records 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? Y 2018 Board Meetings
b. Is the Board Secretary trained in legal, accountancy or company secretarial practices? Y Key Officers Resumes
26 Internal Audit
a. Does the company have a separate internal audit function? Y SB Corp Website - Organizational Chart
b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee? Y SB Corp Website - Manual of Corporate Governance page 18, no. 40 (c) Internal Audit, iv.
27 Risk Oversight
a. Does the company disclose the internal control procedures/risk management systems it has in place? Y SB Corp 2018 Annual Report, page 40 (27. Financial Risk Management)
b. Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? Y SB Corp 2018 Annual Report, page 16 (Statement on Review of Financial, Operational and Risk Management System)
c. Does the company disclose how key risks are managed? Y SB Corp 2018 Annual Report, page 40 (27. Financial Risk Management)
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? Y SB Corp 2018 Annual Report, page 16 (Statement Confirming Adequacy of Internal Controls)
28 Board Chairman Y SB Corp 2018 Annual Report, pages 42-45 (Board of Directors - Usec Zenaida Cuison-Maglaya and Ma. Luna E. Cacanando )
Do different persons assume the roles of Chairman and CEO?
29 Board of Directors Development
a. Does the GOCC have orientation programs for new Directors? Y SB Corp Website - Board Orientation and Continuous Training/Education Programs >2018
b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programs? N None
c. Did all Appointive Directors attend at least 1 training for the calendar year? N Only two (2) directors had at least 1 training (except for Corporate Governance Orientation Program)
30 Board Appraisal
a. Is an annual performance assessment conducted of the Board of Directors? Y SB Corp Website - Board Performance Assessment - 2018 Assessment
b. Does the GOCC disclose the process followed in conducting the Board assessment? Y SB Corp Website - Board Performance Assessment - Process and Criteria
c. Does the GOCC disclose the criteria used in the Board assessment? Y SB Corp Website - Board Performance Assessment - Process and Criteria
31 Committee Appraisal
  Is an annual performance assessment conducted of the Board of Directors Committees Y SB Corp Website - Board Performance Assessment - 2018 Assessment
IV. Bonus
32 Does the GOCC practice Global Reporting Index (GRI) on its annual reports? Y

 

DSB Corp 2018 Annual Report, page  (GRI Index)

33 Is the audited annual financial report/statement released within 30 days upon receipt from COA? Y

2018 Audited Financial Statement

Date of Receipt from COA: 13 June 2019
Date of Release (posting on the website): 13 June 2019

V. Penalty
34 Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs? N SB Corp 2018 Annual Report, pages 42-45 (Board of Directors)
35 Is there non-compliance with Good Governance Conditions? -- Compliance to Good Governance Conditions is for GCG's validation