THE ANNUAL CORPORATE GOVERNANCE REPORT (ACGR)

The Annual Corporate Governance Report (ACGR)

A consolidated report of the CG practices of Philippine Publicly Listed Companies (PLCs) A great aid to peer-reviewers of the ACGS Found in the PLCs website Updates are on a yearly basis No. of PLCs Required 263 No. of Actual Submissions 227

The ACGR Evaluation Plan

The Corporate Governance Division (CGD) evaluation plan includes the following stages:

1.Monitoring of completeness - 75% 2.Determination of specific CG practices 3. Review and Verification

Specific Findings on the ACGRs

No. of SCLs sent re non- filing of ACGR 64 W/ reply 4 Filed ACGR 2

PLCs paid penalty for late filing - 24 PLCs which neither replied, submitted nor paid penalty - 34

Deficiency
1. ACGR completely un answered/more than 2 major sections left blank 2. Incomplete disclosures 3. Made reference to other documents and reports 4. Did not disclose information on remuneration 5. In the process of creating its policy on internal breaches and sanctions

No. of PLCs
18

46 6 3 1

6. Not properly signed

7. Report submitted had missing pages

8. Questions were left unanswered 9. Absence of a Risk Management System 10. Absence of Corporate Responsibility Initiatives

1
1 1 4

The ACGR Evaluation Plan

2. Determining CG practices as regards the ff.:
No. of years of service (IDs) No. of directorships outside and inside the conglomerate Roles of the Chief Executive Officer (CEO) and Chairman of the Board
still to be gathered still to be gathered ALL

The ACGR Evaluation Plan

2. Determining CG practices as regards the ff.:
No. of PLCs

Separation of the roles of the CEO and Chairman Policies on stakeholders Orientation/training programs for all directors and employees

80 PLCs 150 PLCs 121 PLCs

The ACGR Evaluation Plan

2. Determining CG practices as regards the ff.:
No. of PLCs

Disclosure of remuneration and compensation of directors No. of committees other than the Audit, Nomination and Remuneration Committees required under the Revised Code of Corporate Governance

148
2
Corporate Governance Committee Executive Committee

The ACGR Evaluation Plan

2. Disclosure of the ff.:
Extent of Compliance

The amount of Auditors Fees For banks, how many have policies on risk management

still to be gathered
still to be gathered

The ACGR Evaluation Plan

3. Review and verification
This method shall be similar to the review process of Annual Reports and Registration Statements. It shall be an in depth review, analysis and verification of all disclosures in the ACGR.

The ACGR Evaluation Plan

The information contained in the Report shall be verified against various corporate filings (such as Manual on Corporate Governance, General Information Sheet (GIS), Annual Report, Registration Statement, Current Reports, and the like), phone/written inquiries with the companys primary regulator (BSP or IC), company website and the Philippine Stock Exchange (PSE)

The ACGR Evaluation Plan

This stage shall take place following the completion of the review of all the ACGRs under the Evaluation Plan.