Corporate Governance

Question CIAC Compliance File Link
I. STAKEHOLDER RELATIONSHIP
1. Policy disclosure
Does the GOCC disclose a policy that:
1.a. Stipulates the existence and scope of the effort to address customer’s welfare? The existence and scope of the efforts of CIAC to address customer welfare are evidenced by the following:

    • Procedure for addressing Customer Feedback that was adopted since 2016 to present.
    • Compliance with the Anti Red Tape Act.

Further, CIAC commits to enhance stakeholder experience through the delivery of exceptional service by meeting stakeholder needs and expectations while achieving high levels of satisfaction. CIAC ensure positive brand awareness and encourages stakeholder participation and loyalty and advocacy.

Amid privatization of the Clark International Airport (CRK), CIAC is refocused in forging strategic partnerships to further develop prime government land at the Clark Civil Aviation Complex (CCAC).

The Customer Satisfaction Survey for CY 2020 was conducted by Dr. Rey B. Fremista, a third-party assessor and researcher.  The entire population of CIAC locators was surveyed-40 companies availing the service of processing of lease contract/agreement.  The survey presents the perceived level of satisfaction of locators from the services received from CIAC. The survey was conducted from 16 October 2020 to 04 November 2020.

's Charter - External & Internal Services (new CIAC logo)

CIAC https://ciac.gov.ph/wp-content/uploads/2020/09/annual-report-2017.pdf (see page 42)

2020 Major Accomplishments Quality Office

Annual Customer Satisfaction Survey

1.b. Elaborates its efforts to interact with the communities in which they operate? The posting of CIAC's Corporate Social Responsibility (CSR) statement in its website in a clear and manifest disclosure of its effort to interact with its communities and other stake holders.

In addition, the CSR Statements is reflected in the CIAC Manual on Corporate Governance.

Further, CIAC has a dedicated department called the Community Relations Department which is mandated to plan, implement and monitor holistic programs for specific groups and communities affected by operating the Clark International Airport.

As part of its Corporate Social Responsibility (CSR), CIAC engages in Gender and Development (GAD) mainstreaming programs and a number of the enrichment of the community and all stakeholders.

CSR Statement accessible through our website https://ciac.gov.ph/csr-statement-of-clark-international-airport-corporation/

Manual on Corporate Governance (NEW) (see page 24)

Please see Corporate Responsibility Project in the CIAC Annual Report 2020 (Page 62) https://ciac.gov.ph/wp-content/uploads/2021/08/CIAC-2020-Annual-Report.pdf

1.c. Policy ensuring that the CIAC value chain is environmentally friendly or is consistent with promoting sustainable development. CIAC has an approved Environmental Policy.

The CIAC Manual on Corporate Governance also provides the following principles:

Environment — CIAC should consider that there are investable environmental impacts associated with daily operations. It shall be the goal of CIAC to minimize harmful effects and consider the development and implementation of environmental standards to achieve this to be a of great importance. As such, CIAC should strongly encourage 3 R’s: “Reduce”, “re- use”, and “recycle”.

In the course of the operations of CIAC, it should identify opportunities to reduce consumption of energy, water and other natural resources. CIAC should also strive to re-use and recycle where possible and dispose non-recyclable items responsibility, thereby minimizing our impact on the environment. In doing so, by adopting simple, environmentally friendly initiatives, CIAC shall raise awareness among the members of the communities it affects.

To promote sustainable development, CIAC has formulated its new strategic battle cry:

iHanda 2022 - Preparing Clark to Embrace our World.

The next three years of CIAC is dedicated to the economic cultivation of the land, for Clark Civil Aviation Complex (CCAC) to become the aerotropolis it envisions itself to be.

CIAC aims to focus its energies in preparations.  As expressed in the local Filipino vernacular, CIAC shall redirect its strategies towards its paghahanda for a feast - a huge handa.  The sky is the limit in terms of this paghahanda.  CIAC is not just preparing for an airport or an airport complex. it is preparing for a feast because CIAC is about to transform itself into a aerotopolis, a city, a home-a warm and festive home full of possibilities.

iHANDA has three definitions that correspond to the three aspects of CIAC's paghahanda.

1: iHANDA means to prepare or to set up something for later use, or something bigger that is to come.  This refers to CIAC's new focused and expanded role, which is to prepare or to develop the infrastructure needed by Clark International Airport (CRK) and future airport operations within CCAC as well as the land, properties, and facilities of CCAC to become a global gateway.

2: iHANDA means to transform the airport complex into a home- a place where we can go home to, where we can celebrate with our families, where we can share and partake of the handa that we prepared in our homes. CIAC shall transform that CCAC into a business or investors hub where the components of the supply chain management are completely present and available resulting to efficient and economical operations for the businesses. This encapsulates the intentions of CIAC to make the airport complex not just a temporary staging area for people, cargo, and products for a different destination, but as similar global gateways have developed themselves to be, the CCAC would feel like a destination in itself. It would feel like a home for filipino and foreign consumers, investors, and business to come to clark.

3: iHANDA also means feast or meal that is prepared to be shared.  Achieving full potential of CRK, being the global gateway of  the country, and CCAC, as a business hub, CIAC is now an economic enabler of the region that contributes largely to the GDP and/or growth of the country.  This refers to the goal of jump starting the economic acceleration of the Central Luzon through this aerotropolis, priming the people for an economic feast or a huge handa brought about by the expansion and growth in the area and the country as a whole, pushing us closer to "the life that we want", and Ambisyon Natin (2040) na magkaroon ng Matatag, Maginhawa, at Panatag  ng Buhay para sa lahat.  CIAC shall bring an economic feast to the Central Luzon and the Philippines leaning towards the National Goals.

iHANDA is an order, a command, an instruction to CIAC and its stakeholders. It is not just a vision of the future in 3 years, but an urgent call to action, a call to be prepared in order to prepare the launch pad where the lift-off of our economy will take place.

This expansion does not just require a preparation of infrastructure for future developments but also a preparation of the imagination. Not only will CIAC grow from airport operations and management to building and founding an aerotropolis which can become not just a gateway for regional travel and trade, but also the economic beating heart at the center of Luzon. Therefore, the sky is the limit in terms of this paghahanda.  We are not just preparing for an airport or an airport complex. We are preparing for a feast because we are about to transform ourselves into an aerotropolis, a city, a home- a warm and festive home full of possibilities.

Undeniably, the COVID-19 pandemic slowed down the development pace of the region and the Philippine economy, in general. Despite this, CIAC inspired with its iHANDA battlecry, is confidently prepared in its operations and developments with its set of strategies and initiatives under the New Normal.

CIAC is certain in bouncing back better on its paghahanda for Clark to Embrace our World and in its vision of being the strategic enabler in establishing an aerotropolis in the region.

Advanced Business Processes

Organizational effectiveness and operational excellence are  critical drivers to achieve efficiency and provide the highest quality of service.

CIAC aims to deliver quality services by championing in organizational management practices.  Initiatives to achieve the thrust for quality and continual improvement are developed and implemented by department and offices.

As a result, CIAC was certified by TUV Rheinland Philippines, Inc. for ISO 9001:2015 on 22 December 2020, after two stages of audit activities.

This is the first audit on CIAC's Quality Management System after the privatization of the airport operations and maintenance functions of CIAC.  The new scope of CIAC's Quality Management System is Estate Management and Processing of Lease of Land, Building, and Structures under the jurisdiction of CIAC.

 CIAC Environmental Policy & Safety 2020

CIAC  Manual on Corporate Governance (NEW) (page 29)

Annual Report 2020 (Page 7-8)

Annual Report 2020 (Page 28)

2. Activities implementing abovementioned policies
2.a. Does the GOCC disclose the activities it has undertaken to implement the abovementioned policies?health and safety CIAC PRTOCOLOS IN RESPONSE TO COVID-19

To continuously operate and provide services to CIAC stakeholders despite the pandemic.  CIAC immediately issued its Protocols in Response to COVID-19 and Work From Home (WFH) Guidelines on 16 March 2020.

To prevent COVID-19 contagion and infection among employees, the following measures were implemented  prior to physically reporting to duty beginning 8 June 2020.

  • Activation of the CIAC Safety and Health Committee.
  • Approval of the Interim Guidelines for Return-to-work.
  • Procurement of additional materials for COVID control and prevention (UV Lamps, Health Assessment Tent, Handwash Basin, Infographics, Alcohol, Faceshields and Masks, foot bath, PPE, anti-flu vaccine, Rapid Anti-Body Test kits.

On top of the existing protocols, CIAC also issued additional set of guidelines for the corporation to ensure both continuity of services and safety of all employees and stakeholders. Since implementation of the Modified General Community Quarantine, employees started to physically report for work in batches.

CIAC employees also participated in the National Simultaneous Earthquake Drill held on 10 September 2020. The exercise was conducted in government offices as well as online to continuously instill in the public earthquake preparedness amid the COVID-19 pandemic.

Health and Shttp://https://ciac.gov.ph/annual-report/afety Policy

Please see our customer health and safety activities at the CIAC Annual Report 2020 (Page 58-60, 64) https://ciac.gov.ph/wp-content/uploads/2021/08/CIAC-2020-Annual-Report.pdf

2.b. Interaction with the communities CLARK-Safe HAVEN     

During the onset of the pandemic Clark Safe Haven Task Force (CSH-TF) composed of CIAC, CDC and BCDA converted facilities within the CFZand NCC into quarantine centers to strengthen the government's response to COVID-19.  The quarantine facilities were opened on 26 and 27 April, respectively after successfully meeting all requirements of the DOH.

Under the care of CIAC, a total of 196 stranded passengers were billeted at The Mansion were sent home. Aside from lodging, provision of food and transportation to buy basic needs are also provided. From 19 March to 06 June, a maximum of 205 OFWs, students, and employees had been billeted daily at the Mansion.

Following  the establishment of the One Stop Shop Clark International Airport (CRK) in June 2020, 8 swabbing booths were installed to successfully conduct PCR swabbing of arriving international passengers.  The One Stop Shop is in collaboration with Luzon International Premier Airport Development (LIPAD) Corporation, BCDA, and Clark Development Corporation in partnership with Bureau of Quarantine, Department of Foreign Affairs, Department of Tourism, Overseas Workers Welfare Administration, Philippine National Police and Department of Interior  and Local Government.

Philippine Red Cross (PRC) Molecular Laboratory in Clark
A site within the CCAC was converted into a Molecular Laboratory for COVID Testing for use by the Philippine Red Cross. On 08 May 2021, the laboratory facility was completed and is now operational.  The Philippine Red Cross (PRC) Molecular Laboratory in Clark was built in partnership with the Bases Conversion and Development Authority to increase further its testing capacity for the Corona Viruses Disease 2019.  The said laboratory is quipped with polymerase chain reaction (PCR) machines that are capable of testing 2,000 samples per day.

 DIVIDENDS REMITTANCE 

To increase government spending to contain the COVID-19 pandemic, CIAC earmarked portion of its unrestricted cash to settle dividend due in support of the government's call to support of government's call to support funding of measures drawn to the mitigate spread of COVID-19 as provided for under RA 11469, otherwise known as the Bayanihan To Heal as One Act. On 02 April 2020, CIAC remitted PhP 130,535,077.59 to the Bureau of Treasury representing payment of dividends for CY 2017. Then on 29 July 2020, CIAC again remitted PhP9,469,928.98 to the Bureau of Treasury representing payment of dividends for CY 2013.

 Lease Payment Defernment of CIAC Locators

CIAC issued a policy to its locators for the grant of assistance to its locators affected by the COVID -19 pandemic in direct response to President Duterte's appeal during his recent State of the Nation Address for government agencies to assist the business sector adversely affected by the COVID-19 pandemic.

In July, CIAC imposed a deferred collection of lease rentals during the quarantine period and granted locators a 30-day grace period from the last due date of their rental payments or from the date of the lifting of the ECQ, MECQ and GCQ, “whichever is longer, without incurring interest” to assist its locators to recover from the sudden business disruption and income loss. After the grace period, locators are then given the option of paying their unsettled accounts through a twelve-month instalment scheme. The amount of rentals accrued by locators during the ECQ, MECQ and GCQ can be equally amortized in twelve months following the end of the 30-day grace period without interest or penalties. For outstanding accounts as of 15 March 2020 or “old unpaid accounts prior to the imposition of the ECQ”, CIAC shall grant a grace period for payment of 90 calendar days, adding that no interest or penalty shall be imposed from 16 March 2020 up to 15 June 2020.

Please see our community welfare  activities at the CIAC Annual Report 2020 (Page 55- 56) https://ciac.gov.ph/wp-content/uploads/2021/08/CIAC-2020-Annual-Report.pdf

Annual Report 2020 (page 57)

2.c. Environmentally-friendly value chain Every quarter, CIAC submits a Self-monitoring Report to the Department of Environment and Natural Resources which contains the compliances CIAC on environmental best practices.

Self Monitoring Report CY 2020

3. Corporate Social Responsibility
Does the GOCC have a separate corporate social responsibility (CSR) report/section or sustainability report/section? The CIAC Annual Report 2020 contains pertaining to the corporate social responsibility reports and activities of CIAC. Annual Report 2020 (Page 63-64)
4. Stakeholders' effective redress for violation of rights
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? CIAC has Feedback and Redress Mechanisms as embodied in its Citizen Charter.

Also, the following information can be obtained at CIAC's official website:

  1. Business
    • Bid Opportunities
    • Request for quotation
    • Procurement Monitoring
    • List of observers
    • OWWA Processing Center
    • Park and Fly
    • 5 Steps to be a locator of CIAC
    • Things to do
  2. Clark Airport
    • About CRK
    • Vision Mission
    • Contact CRK
    • Passenger Guide
    • Careers
    • Frequently asked questions
    • Feedback
    • Developments
    • News
    • Operational Statistics
  3. Transparency Seal
  4. Corporate Governance
Citizens Charter

www.ciac.gov.ph

5. Performance-enhancing mechanisms for employee participation
5.a. Does the GOCC explicitly mention the health, safety and welfare policy for its employees? The CIAC has an Employee Welfare Policy and Safety and Occupational Health Policy which were all disseminated to CIAC employees. Further, supplementary policies relating to heath, safety, and welfare of CIAC employees are being issued when necessary to address the current conditions of employment, such as, the presence of pandemic, or in recognition of a particular sect in the labor force, such as the celebration of Women's month. Employee Health, Safety and Welfare Policy

Annual Report 2020 (Page 11-12)

5.b. Does the GOCC publish data relating to health, safety and welfare of its employees? The CIAC Annual Report 2020 contains activties and reports pertaining to the health, safety and welfare of its employees, to wit: i. Work-from-Home Arrangements; ii. administration of pneumococcal vaccines; iii. quarterly RT-PCR test; and iv. disinfection of CIAC vehicles. Annual Report 2020 (Page 11-12, 59-60)
5.c. Does the GOCC have training and development programs for its employees? With the aim to enhancing the performance and productivity of each CIAC employee, required competencies for all positions are identified to be able to apply necessary intervention resulting to enriched employee performance and development. Annual Report 2020 (Page 28)
5.d. Does the GOCC publish data on training and development programs for its employees? For 2020, amidst the pandemic, 63.89 percent of CIAC employees were able to undergo training based on the Training Plan or related topic in the Plan, and 18.52 percent were able to train on topics not listed in the Training Plan. From this data, 92/108 (85.19 percent) met the required competencies -- equivalent to a 10.85 percent improvement from the competency 2019 baseline. Also, for 2020, CIAC was able to provide CIAC employees an average of 18 hours per external training. Annual Report 2020 (Page 28)

Training program CY December 31, 2021

6. Whistleblowing Policy
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.
6.a. Does the GOCC have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior? CIAC has a Whistleblowing Policy which provides the procedure for reporting illegal and unethical behavior, to wit: i) a whistleblower are encouraged to report through the CIAC whistleblowing web portal; ii) alternatively, a whistleblower may report through email at publicaffairs@clarkairport.com CIAC Whistleblowing Policy

https://ciac.gov.ph/wp-content/uploads/2020/09/ciac-whistleblowing-policy.pdf

6.b. Does the GOCC have procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? Under the CIAC Whistleblowing Policy, CIAC commits to protect and assist the whistleblowers from any retaliatory acts thrown against them. CIAC Whistleblowing Policy

https://ciac.gov.ph/wp-content/uploads/2020/09/ciac-whistleblowing-policy.pdf

Question CIAC Compliance File Link
II. DISCLOSURE AND TRANSPARENCY
7. Quality of Annual Report
Does the GOCC's annual report disclose the following items:
7.a. Corporate objectives The mission and vision of CIAC are underpinned by strategic objectives, which the organization achieves through a number of strategic measures with increasing yearly targets, to wit: i. Enabled Optimal Development of the Clark Civil Aviation Complex; ii. Sustained Financial Performance; iii. Increased economic opportunities; iv. Enhanced stakeholder experience; v. Advanced business Processes; vi. Developed and upgraded airport infrastructure/equipment; and vii. Enhanced employee performance and development. (The targets and actual accomplishment are detailed in the 2020 CIAC PES Accomplishment Report).
7.b. Financial performance indicators The financial and traffic highlights are disclosed in the CIAC Annual Report 2020, while details thereof are in the 2020 CIAC PES Accomplishment Report.
7.c. Non-financial performance indicators The non-financial performance indicators are likewise disclosed in the CIAC Annual Report 2020, such as the airport operations highlights, business development highlights, and administrative performance.
7.d. Details of whistle-blowing policy The details of the Whistleblowig Policy is posted in the website. CIAC Whistleblowing Policy
7.e. Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners The comprehensive biographical details of the members of the Board are disclosed in the CIAC Annual Report 2020, Transparency Seal, and corporate governance section of the CIAC website 2020 Annual Report (pages 67-72)
Does the GOCC's website disclose the following items: Training and/or continuing education programme attended by each director/commissioner In 2020, the following Appointive Directors attended trainings: Dir./PCEO Aaron N. Aquino
Corporate Governance Orientation Program
4 – 5 August 2020Dir. Jonathan G. Ponce
Corporate Governance Orientation Program
4 – 5 August 2020
2019 Revised Corporation Code of the Philippines
19 November 2020Dir. Anne Lorraine C. Adorable-Inton
2019 Revised Corporation Code of the Philippines
19 November 2020Dir. Edgardo B. Panlilio
Executive Briefing on Business Continuity Planning
11 December 2020Dir. Goldwin Z. Posadas
2019 Revised Corporation Code of the Philippines
19 November 2020
Executive Briefing on Business Continuity Planning
11 December 2020Dir. Julius N. Raboca
Executive Briefing on Business Continuity Planning
11 December 2020
8. Downloadable Annual Reports
Are the annual reports downloadable from the GOCC's  website. The Annual Reports and Financial Statements of CIAC are accessible at its website. https://ciac.gov.ph/annual-report/
9. Corporate Governance Confirmation Statement
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? The CIAC confirms full compliance with the Code of Corporate Governance as evidenced by the Statement Confirming Compliance of CIAC with the Code of Corporate Governance Statement Confirming CGS 2020
10. Timely filing/release of annual/financial reports
10.a. Are the audited annual financial report/statement released within 60 days upon receipt from COA? The Audited Annual Financial Statement for FY 2020 was published 22 April 2021, following its receipt from COA on 23 March 2020. https://ciac.gov.ph/wp-content/uploads/2020/09/Audited-Financial-Statements-CY-2020.pdf
10.b. Is the annual report released within 90 days from release of audited financial report? The CIAC Annual Report for 2020 was published on 22 May 2021 following the receipt of the Annual Audited Financial Statement for FY 2020 from COA on 23 March 2020. 2020 Annual Report
10.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? The members of the Board have signed the Statement of Truth and Fairness of the Financial Statement of CIAC for FY 2020.  Statement Confirming the Truth and Fairness of the CIAC  FS CY 2020

Question CIAC Compliance File Link
III. RESPONSIBILITIES OF THE BOARD
11. Corporate Vision/Mission
11.a. Has the Board of Directors reviewed the vision and mission/strategy in the last financial year? On 29 June 2020, during the 5th Regular Board meeting, the Board  approved the proposed Mission and Vision Statements of Clark International Airport Corporation (CIAC), its Core Values, Slogan, and the Scope of CIAC Quality Management System (QMS) for CY 2020 with a Resolution No. RM-05-14, series of 2020. SC RM-05-14 s.2020 - New Mission & Vision
11.b. Has the Board of Directors monitor/oversee the implementation of the corporate strategy? The Board monitors and evaluate on a regular basis the implementation of corporate strategies and policies, business plans and operating budgets, as well as Management's over-all performance to ensure optimum results.
The implementation of corporate strategies were discussed by the Board during the presentation of the 2020 Performance Evaluation Scorecard.
CIAC Manual on Corporate Governance (Page 8)
12. Performance Evaluation System
Did the GOCC achieve 90% in the PES? CIAC PES for 2020 is 94.11%. Validated-PES-for-CY-2020
13. Code of Ethics/Conduct
13.a. Are the details of the code of ethics or conduct disclosed? The standards of conduct and necessary details are embodied in the CIAC Table of Offenses and Corrective Actions. table-of-offenses.. (1)
13.b. Does the GOCC disclose that all Directors/Commissioners, senior management and employees are required to comply with the code? Section 10.1 of the CIAC Manual on Corporate Governance provides that the CIAC Board of Directors, the senior management officers and employees shall strickly observe and adhere to the CIAC Employee's Conduct and Discipline and the Table of Offenses and Corrective Actions. CIAC Manual on Corporate Governance (Page 31)
13.c. Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? Each CIAC employee is given a copy of CIAC Employee's Conduct and Discipline and the Table of Offenses and Corrective Actions. The same is also available online through our website. table-of-offenses.. (1)
Nomination and Compensation/Remuneration Committee
14. Does the Board appoint a Nomination Compensation / Remuneration Committee? Section 4.2.1 of the CIAC Manual on Corporate Governance states that “The Executive Committee shall also function as the Governance Committee, Nomination and Remunerations Committee and Risk Management Committee.”

In 2016, the Board created a separate Nomination and Remunerations Committee

CIAC Manual on Corporate Governance (Page 16)

 Board Committees and their Composition

Charter of Nomination and Remunerations Committee

15. Did the Nomination and Compensation / Remuneration Committee meet at least twice during the year? The Nomination and Remunerations Committee met twice (2) in 2020: i. 19 February 2020; and ii. 25 June 2020. Attendance ledger NomRem Committee CY 2020

Activities NomandRemuneration Com Meeting 2020

16. If yes, is the report of the Nomination and Compensation / Remuneration Committee publicly disclosed? Yes. The reports of the Nomination and Remunerations Committee are available at https://ciac.gov.ph/wp-content/uploads/2020/09/2019.pdf.. Activities NomandRemuneration Com Meeting 2020
Audit Committee
17. Does the Board appoint an Audit Committee? The Board appointed an Audit Committee, composed of the following directors:

Edgardo B. Panlilio
Manuel C. Morales
Atty. Anne Lorraine C. Adorable-Inton

Board Committees and their Composition
18. If yes, is the report of the Audit Committee publicly disclosed? Yes. The reports of the Audit Committee are available at https://ciac.gov.ph/wp-content/uploads/2020/09/2020.pdf. GCG-Corporate Website
https://ciac.gov.ph/wp-content/uploads/2020/09/2020.pdf
19. Does at least one member of the Audit Committee have an audit, accounting or finance background (qualification or experience)? One member of the Audit Committee, Dir. Edgardo B. Panlilio is a graduate of AB Economics and was engaged in banking and finance for over forty (40) years. Before he retired in 2006, he was the Assistant Vice President of Prudential Bank, San Fernando Branch. Dir. Edgardo Panlilio CV
20. Did the Audit Committee meet at least four (4) times during the year? The Audit Committee conducted  Five  (5) meetings in 2020.

21 February 2020
25 August 2020
26 October 2020
03 December 2020
10 December 2020

Attendance ledger AuditcCom Meeting 2020
Risk Management Committee
21. Does the Board appoint a Risk Management Committee? Section 4.2.1 of the CIAC Manual on Corporate Governance states that “The Executive Committee shall also function as the Governance Committee, Nomination and Remunerations Committee and Risk Management Committee.” The members of the Executive Committee are as follows: Gen. Aaron N. Aquino Dir. Anne Lorraine C. Adorable-Inton Dir. Julius N. Raboca Dir. Goldwin Z. Posadas DOTr Usec. Giovanni Z. Lopez Manual on Corporate Governance (NEW)(page 16)

Board Committee and their Composition

22. If yes, is the report on Risk Management Committee publicly disclosed? The Executive Committee did not meet in 2020.
23. Does at least one (1) member of the Risk Management Committee have a background in finance and investments? One member of the Executive Committee, Dir. Anne Lorraine C. Adorable-Inton was a former member of the Committee on Small Business and Entrepreneurship Development and the Committee on Banks and Financial Intermediate. She was instrumental in the drafting of landmark legislations like the Magna Carta for Micro, Small, and Medium Enterprises and the Credit Surety Fund Act. Dir. Anne Lorraine C. Adorable-Inton CV
24. Board meetings and attendance
24.a. Are the Board of Directors meetings scheduled at the beginning of the year? (end of Q1) The schedules of CIAC Board meetings are set prior to beginning of the year 2020.. Proposed Schedule of CIAC Board Meeting. Jan to Jun 2020

proposed Schedule of CIAC Board meetingg July-Dec 2020(receiving)

24.b. Does the Board of Directors meet at least monthly? Eleven (11) Board meetings were held in 2020. For the month of March and October 2020, no Board meetings were conducted. For the month of December 2020, two (2) Board meetings were conducted. Attendance ledger 2020 Board Meeting
24.c. Did the Board of Directors meet on at least 75% on their scheduled meetings? Five (5) Board meetings were held in accordance with the scheduled Board meetings, to wit: 21 February 2020 29 July 2020 26 August 2020 28 September 2020 21 December 2020 Attendance ledger 2020 Board Meeting
24.d. Has each of the directors/commissioners attended at least 90% of all the board meetings held during the year? Seven  (7) directors have attended at least 90% of all the Board meetings in 2020. Summary of Ledger of Board Mtg. CY 2020
24.e. Did the Board of Directors meet separately at least once during the year without the President and CEO present? The Board conducted a meeting on 29 May 2020 without the attendance of the CIAC President. Attendance Cert 4th RBM 29May2020
25. Access to information
25.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? One of the duties of the Corporate Secretary is to provide the members of the Board with Board papers and materials for the Board of Directors' meeting at least three (3) days in advance of the scheduled Board meeting. CIAC Manual on Corporate Governance (Page 13)
25.b. Is the Board Secretary trained in legal, accountancy or company secretarial practices? The Corporate Secretary, Atty. Misheena Joyce C. Tiatco, is a Juris Doctor Graduate and a candidate for Master of Law Degree, and completed 26/30 units of Master of Management Degree. Profile - Atty. Misheena Joyce C. Tiatco 
26. Internal Audit
26.a. Does the company have a separate internal audit function? CIAC has an Internal Audit Department which is mandated to provide independent and objective appraisal on the integrity, adequacy and effectiveness of the organization's compliance to government rules and regulations, risk management system, system of internal control, management reporting process and the quality in carrying out assigned responsibilities to achieve the organization's goals and objectives. Organizational Chart

Internal audit Mandate of the Internal  Audit 

26.b. Does the appointment and removal of the internal auditor require the approval of the Audit Committee? Pursuant to its Charter, the Audit Committee aprpoves the appointment of the Internal Auditor as well as the removal of the Internal Auditor. Audit Committee Charter
27. Risk Oversight
27.a. Does the company disclose the internal control procedures/risk management systems it has in place? CIAC has a procedure in addressing observation and opportunities for improvement. QMS P-005
27.b. Does the annual report disclose that the Board of Directors/Commissioners has overseen a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems? No.
27.c. Does the company disclose how key risks are managed? The mechanisms on risk management are posted in the CIAC's website at https://ciac.gov.ph/wp-content/uploads/2020/09/risk-factor-2018.pdf
27.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
Do different persons assume the roles of Chairman and CEO? Pursuant to Executive Order No. 14, Series of 2017, the DOTr Secretary acts as the Ex-officio Chairperson of CIAC, while the CIAC President and CEO acts as Ex-officio Vice-Chairperson. Executive-Order-No-14

 SC RM-04-01, s.2020 - Appointment of Pres. Aquino

29. Board of Directors Development
29.a. Does the GOCC have orientation program for new Directors? CIAC has an Orientation Program for newly-appointed Directors. The program provides a background on the establishment, corporate structure and operations of CIAC, including the organizational and functional charts, vision mission, and current events and reports. The directors are also oriented on their duties and responsiblities, compensation package, corporate governance best practices, and other corporate policies.  CIAC Directors Orientation Program
29.b. Does the GOCC have a policy that encourages Directors/Commissioners to attend on-going or continuous professional education programs? Sec. 3.12 of the CIAC Manual on Corporate Governance provides that, in addition to complying with the requirements under the Fit and Proper Rule, directors are encouraged to attend on-going or continous professional education programs. CIAC Manual on Corporate Governance (Page 12)
29.c. Did all Appointive Directors attend at least one (1) training for the calendar year? In 2020, the following Appointive Directors attended trainings:

Dir./PCEO Aaron N. Aquino
Corporate Governance Orientation Program
4 – 5 August 2020

Dir. Jonathan G. Ponce
Corporate Governance Orientation Program
4 – 5 August 2020
2019 Revised Corporation Code of the Philippines
19 November 2020

Dir. Anne Lorraine C. Adorable-Inton
2019 Revised Corporation Code of the Philippines
19 November 2020

Dir. Edgardo B. Panlilio
Executive Briefing on Business Continuity Planning
11 December 2020

Dir. Goldwin Z. Posadas
2019 Revised Corporation Code of the Philippines
19 November 2020
Executive Briefing on Business Continuity Planning
11 December 2020

Dir. Julius N. Raboca
Executive Briefing on Business Continuity Planning
11 December 2020

30. Board Appraisal
30.a. Is an annual performance assessment conducted of the Board of Directors? Pursuant to CIAC's Manual on Corporate Governance, the Board, in evaluating the performance of the members of the Board, adopts the performance evaluation system of the GCG or the Performance Evaluation for Directors (PED). CIAC Manual on Corporate Governance, Sec. 4.6  (Page 17
30.b. Does the GOCC disclose the process followed in conducting the Board assessment? CIAC adopts the procedure under the GCG MC. No. 2014-03 in conducting the performance evaluation of the members of the Board, pursuant to its Manual on Corporate Governance. CIAC Manual on Corporate Governance (NEW), Sec. 4.6 (Page 17)
30.c. Does the GOCC disclose the criteria used in the Board assessment? CIAC adopts the criteria under the GCG MC. No. 2014-03 in conducting the performance evaluation of the members of the Board, pursuant to its Manual on Corporate Governance. Manual on Corporate Governance (NEW)

GCG MC No, 2014-03 (4th Issue) 100% complied

31. Committee Appraisal
Is an annual performance assessment conducted of the Board of Directors Committees? The members of the Board Committees conducts an annual committee appraisal through the use of peer appraisal and self forms, in accordance with Section 4.7. of the Manual on Corporate Governance. Board Committees and their Composition

Question CIAC Compliance File Link
IV. STAKEHOLDER RELATIONSHIPS AND DISCLOSURE & TRANSPARENCY
Stakeholder Relationships
1. Does the GOCC practice Global Reporting Index (GRI) on its annual reports? Yes, other than the financial conditions, CIAC’s 2020 Annual Report highlights the activities of CCAC that impacts the social and economic aspects of its operations. 2020 Annual Report (Page 16)
Disclosure and Transparency
2. Quality of Annual Report:

Are the Audited financial report/statement released within 30 days upon the receipt from COA?

Yes, the Audited Annual Financial Statemenet for FY 2020 was published on 22 April 2021, after having received the same from COA on 23 March 2021. Audited Financial Statement CY 2020

PENALTY


Question CIAC Compliance File Link
V. RESPONSIBILITIES OF THE BOARD
1. Are there members of the Board of Directors who hold more than five (5) positions in GOCCs and PLCs? No member of the CIAC Board of Directors is holding more than five (5) positions in GOCCs and PLCs.
2. Is there non-compliance with Good Governance Conditions? CIAC is compliant with all GCG Good Governance Conditions resulting to a rating of 94.12% in the PES 2019. Validated-PES-for-CY-2020