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Corporate Governance > Seal

Responsibilities of the Board




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
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.
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.

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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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.

Principle 5 : The Board endeavor to exercise objective and independent judgment on all corporate affairs.

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.

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.
The responsibilities of the Board pursuant to the above principles are detailed in the Corporate Governance Manual 2017.

Provided for in Section 8(a) of Code of Corporate Governance for the GOCC Sector, as specific functions of the Board, the Board shall:


"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";


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.

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.
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.
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."

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.

 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.

 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.

As provided for in Section 7.08 of the Corporation's By-Laws, the Corporate Secretary shall have the following powers and duties:
  • 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.
  • 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.

The PNCC's Corporate Governance Manual 2017 enumerates the following responsibilities of the Corporate Secretary:

  • 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;;
  • 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;
  • 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;
  • 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;
  • Advises on the establishment of board committees and their terms of reference;
  • 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;
  • 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.
  The Code of Corporate Governance for GOCCs provides the following responsiblities of the Corporate Secretary:
  • 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.
  The Corporation's incumbent Corporate Secretary is Atty. John Benedick R. Dela Cruz. Click here to view Atty. Dela Cruz's  
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.
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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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.

Click here to view the company's submitted CGSR... [2022 Annex A] [2022 Annex B]  [2021 Annex A] [2021 Annex B]  [2020]
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.
Click here to view the company's validated scores [2022] [2021]  [2020]  [2019]  [2018]

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.