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Corporate
Governance
> Seal |
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CORPORATE
GOVERNANCE SEAL |
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Responsibilities
of the Board
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RESPONSIBILITIES
OF THE BOARD |
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Philippine
National Construction Corporation adheres to the principles
essential to good governance as provided for in PNCC's
Corporate Governance Manual 2017: |
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Governance
Responsibilities of the Board |
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Principle
1 : The Company shall be headed
by a competent, working board to foster the long-term
success of the corporation, and to sustain its competitiveness
and profitability in a manner consistent with its
corporate objectives and long-term best interests
of its stockholders and other stakeholders.
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Principle
2 : The fiduciary roles, responsibilities
and accountabilities of the Board as provided under
the law, the company's articles and by-laws, and other
legal pronouncements and guidelines shall be clearly
made known to all directors as well as to stockholders
and other stakeholders.
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Principle
3 : Board Committees shall be
set up to the extent possible to support the effective
performance of the Board's functions, particularly
with respect to audit, risk management, related party
transactions, and other key corporate governance concerns,
such as nomination and remuneration. The composition,
functions and responsibilities of all committees established
should be contained in a publicly available Committee
Charter.
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you have any comments or suggestions that may help us
improve our services? |
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Principle
4 : To show full commitment
to the company, the directors shall devote the time
and attention necessary to properly and effectively
perform their duties and responsibilities, including
sufficient time to be familiar
with the corporation's business.
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Principle
5 : The Board endeavor to exercise
objective and independent judgment on all corporate
affairs.
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Principle
6 : The
Board shall measure its effectiveness through an assessment
process. The Board shall regularly carry out
evaluations to appraise its performance as a body,
and assess whether it possesses the right
mix of backgrounds and competencies.
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Principle
7 : It is the duty of the Members
of the Board to apply high ethical standards, taking
into account the interests of all stakeholders.
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The
responsibilities of the Board pursuant to the above
principles are detailed in the Corporate
Governance Manual 2017. |
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APPROVED
SCHEDULES OF BOARD MEETINGS |
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Provided for in Section 8(a) of Code
of Corporate Governance for the GOCC Sector, as specific
functions of the Board, the Board shall:
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"Meet
regularly, ideally at least once every month, to properly
discharge its responsibilities, with independent views
expressed during such meetings being given due
consideration, and that all such meetings shall be
properly documented or minuted";
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Further, the Company'
Amended By-Laws provides under Section 5.03 that "The
Board of Directors shall hold a regular meeting at
least once a month, on such date and
such time and place as may be fixed by resolution
of the Board, without other or further notice than
such resolution. Should the date appointed for
a regular meeting fall on a legal holiday, the meeting
shall be held at the same time on the next succeeding
business day.
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Special Meeting
of the Board of Directors may be called at any time
by order of the Chairman, or by the written request
of any three Directors, and shall be held at the Head
Office of the Corporation or at such place and time
as may be agreed upon by the majority of the Directors.
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The Board in its
meeting dated February 9. 2023 fixed the dates of
the regular meeting of the Board on the fourth (4th)
Thursday of every month for the year 2023. However,
starting August 2023, resets its fixed schedule of
regular meetings on the fourth (4th) Wednesday of
every month.
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ROLE
OF THE BOARD IN CORPORATE STRATEGY |
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As provided for
in Article 4.1, Principle 1 of PNCC's Corporate Governance
Manual 2017, "the company shall be headed by
a competent, working board to foster the long-term
success of the corporation, and to sustain its competitiveness
and profitability in a manner consistent with its
corporate objectives and the long-term best interests
of its stockholders and other stakeholders."
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Further, in Article
5.2.b provides "The Board shall oversee the development
of and approve the company's business objectives and
strategy, and monitor their implementation, in order
to sustain the company's long-term viability and strength.
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The Board
created the Performance Agreement Negotiation (PAN)
Committee to work hand in hand with Management in
the development of business objectives and strategy.
The Committee monitors the implementation of
the approved business objectives and strategy and
submits a quarterly performance report to the GCG.
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ACCESS
TO INFORMATION |
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At least
five (5) calendar days before the actual meeting,
the board papers are provided to the Board Members
through electronic mail and hardcopy. Board
papers consist of complete and adequate information
about matters to be taken in the board meeting. Information
includes the background or explanation on matters
brought before the Board, disclosures, budgets, forecasts
and internal financial documents.
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CORPORATE
SECRETARY |
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As
provided for in Section 7.08 of the Corporation's
By-Laws, the Corporate Secretary shall have the
following powers and duties: |
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He shall keep
accurate minutes of all meetings of the stockholders
of the Board, and of the Executive Committee, and
shall attend to the giving of all notices
required by the By-Laws to be given.
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He shal be the
custodian of the corporate seal, stock certificate
boos, stock and transfer books, records, documents,
and papers of the Corporation, prepare
ballots for the annual elections and keep a complete
and up-to-date list of the stockholders and their
addresses.
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The
PNCC's Corporate Governance Manual 2017
enumerates the following responsibilities of the
Corporate Secretary: |
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Assists the Board
and the board committees in the conduct of their
meetings, including preparing an annual schedule
of Board and committee meetings and
the annual board calendar, and assisting the chairs
of the Board and its committees to set agendas for
those meetings;;
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Safe keeps and
preserves the integrity of the minutes of the meetings
of the Board and its committees, as well as other
official records of the corporation;
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Keeps abreast
on relevant laws, regulations, all government issuances,
relevant industry developments and operations of
the corporation, and advises the Board
and the Chairman on all relevant issues as they
arise;
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Works fairly and
objectively with the Board, Management, and stockholders
and contributes to the flow of information between
the Board and management, the Board
and its committees, and the Board and its stakeholders,
including shareholders;
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Advises on the
establishment of board committees and their terms
of reference;
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Informs members
of the Board, in accordance with the by-laws, of
the agenda of their meetings at least five working
days in advance, and ensures that the
members have before them accurate information that
will enable them to arrive at intelligent decisions
on matters that require their approval;
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Attends all meetings,
except when justifiable causes, such as illness,
death in the immediate family and serious accidents,
prevent him/her from doing so;
- Performs required administrative
functions;
- Performs such other duties and responsibilities
as may be provided by the SEC.
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The Code
of Corporate Governance for GOCCs provides the following
responsiblities of the Corporate Secretary: |
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- Serve as an adviser to the Board
Members on their responsibilities and obligations;
- Keep the minutes of meetings of the
shareholders, the Board, the Executive Committees,
and al other committees in a book or books kept for
that purpose, and furnish copies thereof to the Chairman,
the CEO and other members of the Board as appropriate;
- Keep in safe custody the seal of
the GOCC and affix it to any instrument requiring
the same;
- For stock GOCCs, have charge of the
stock certificate book and such other books and papers
as the Board may direct;
- Attend to the giving and serving
of notices of Board and shareholder meetings, if applicable;
- Be fully informed and be part of
the schedulig process of other activities of the Board;
- Receive instructions from the Chairman
on the preparation of an annual schedule, the calling
of Board meetings, the preparation of regular agenda
for meetings, and notifying the Board of such agenda
at every meeting;
- Oversee the adequate flow of information
to the Board prior to meetings; and
- Ensure fulfillment of disclosure
requirements to regulatory bodies.
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The Corporation's
incumbent Corporate Secretary is Atty. John Benedick
R. Dela Cruz.
Click here to view Atty. Dela Cruz's |
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DISCLOSURE
AND TRANSPARENCY |
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PNCC
has consistently complied with the disclosure and reportorial
requirements of both SEC and PSE pursuant to Revised
Disclosure Rules. Click here to view the PNCC's
filings to SEC & PSE. |
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CUSTOMER'S
WELFARE |
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PNCC
is committed to provide full client satisfaction through
quality, safe and timely completion of infrastructure
projects, delivery of products and services, and to
operate its tollway system by providing safe and convenient
travel for its users. |
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PERFORMANCE
ENHANCING MECHANISMS FOR |
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EMPLOYEE
PARTICIPATION |
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BOARD
APPRAISAL |
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Corporate
Governance Scorecard Report (CGSR)
The Company conducts a Self-Assessment in its performance
by submitting an accomplished CGSR to the Governance
Commission for GOCCs (GCG). The CGSR is a quantitatively-driven
evaluation tool derived from existing and globally
accepted standards (OECD - Principles of Corporate
Governance for State Owned Enterprise and ASEAN
Corporate Governance Framework) and practices.
The CGSR serves as an instrument to assess
the Corporate Governance initiatives and
practices of GOCCs using methodology benchmarked
against OECD Principles Corporat Governance and
ASEAN Corporate Governance Scorecard.
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GCG
Validation. The GCG shall validate the CGSRs
of the GOCC through verification of available information
in the GOCC's website and the supporting documents/reference
links submitted.
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Click
here to view the company's validated scores [2022]
[2021]
[2020] [2019] [2018] |
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Performance
Evaluation for Directors
The Governance Commission for GOCCs developed the
internet-based Performance Evaluation for Directors
(iPED System to effectively implement the Performance
Evaluation for Directors in the GOCC Sector. This
tool is designed to facilitate a more stable, confidential,
secure and reliable database system that will house
the performance reviews of all the members of the
Governing Boards of various Government-Owned or Controlled
Corporations (GOCC) under the jurisdiction of GCG.
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