2009 CG Scorecard For PLCs

A PROJECT OF THE
School of Law
IN COLLABORATION WITH

The 2009 Corporate Governance Scorecard for
Publicly Listed companies
2009 CORPORATE GOVERNANCE SCORECARD FOR PUBLICLY-LISTED COMPANIES
Backround
The Institute of Corporate Directors (ICD) has been in the forefront of promoting corporate governance reforms in the country. Through the Institutes of
Directors in East Asia Network (IDEA.Net) which ICD took the !ea" in setting up it a!so works with simi!ar!y#oriente" institutes in eight other East Asian
economies.
ICD###a!ong with its peer institutes in IDEA.Net###has been active!y !ooking for ways an" means to go beyon" "irector training a!rea"y re$uire" in virtua!!y
a!! economies where an IDEA.Net institute is active!y working. %eyon" comp!iance with the "irector training re$uirement ICD has been pushing for performance
i.e. improve" actua! practices in !ine with g!oba! corporate governance princip!es.
Among the initiatives it has taken towar"s higher stan"ar"s of performance the corporate governance scorecar" (C&#'c) has been un"ertaken by ICD in the
(hi!ippines. It has fo!!owe" the IDEA.Net temp!ate for C&#'c which was initiate" in Thai!an" an" which has since been a"opte" in China )ong *ong an"
In"onesia.
The Philippine CG Scorecard for Publicly!Listed Companies
The C&#'c initiative is envisione" as a too! that pub!ic corporations can use to fin" out where they are in their corporate governance practices re!ative to the
practices of others in their own economies in the region as we!! as to g!oba!!y#regar"e" +goo" practices,. )aving such information they cou!" "raw up a rea!istic
roa" map towar"s gra"ua!!y improving their corporate governance practices at the pace an" in the manner they free!y "etermine for themse!ves.
The C&#'c as in"icate" in the !ast four years shows that the over#a!! score for the (hi!ippines has gra"ua!!y improve". -any of the corporations###
particu!ar!y those that have actua!!y !ooke" c!ose!y at their in"ivi"ua! C& scores an" presumab!y have acte" on them###have shown noticeab!e improvements in their
scores.
2
The 2009 Philippine CG Scorecard for Publicly!Listed Companies
Thus far the regiona! framework initiate" an" fo!!owe" by Thai!an" has inf!uence" the approach that the (hi!ippines an" other participating economies have
been taking. That approach takes off from the .ECD princip!es which have been g!oba!!y a"opte". It uses the +person#on#the street, test/ it re!ies on pub!ic
"isc!osure. In other wor"s the score a corporation gets in the C&#'c is "etermine" by how much the corporation "isc!oses to the genera! pub!ic through the
regu!ators an" more specifica!!y through the e0change as we!! as through its corporate website an" corporate reports. The more c!aims it makes that it has a!rea"y
a"opte" a +best practice, consistent with the .ECD g!oba! princip!es the higher its score. 1or as !ong as an or"inary person on the street with access to genera!!y
avai!ab!e information can get a specific information on a C& practice then a positive score is notche" up.
The approach traces its va!i"ity to the C& mantra of +"isc!osure "isc!osure an" "isc!osure,. The temp!ate for "isc!osure is provi"e" an" the .ECD
princip!es forge that temp!ate. -oreover the approach takes the si"e of an or"inary investor with no specia! access to any privi!ege" information/ base" on the
information that such an or"inary investor wou!" have access to what 2u"gment can be ma"e of the corporate governance practices of a pub!ic!y#!iste" corporation3
The easier for the or"inary investor to get information the higher is the score. This is "one for many items unti! an over#a!! C&#'core can be given to a corporation.
The weights per category are as fo!!ows/
I. 4ights of 'hareho!"ers 567
II. E$uitab!e Treatment of 'hareho!"ers 567
III. 4o!e of 'takeho!"ers 867
I9. Disc!osure : Transparency 5;7
9. %oar" 4esponsibi!ities 5;7
Self!"ssessment and #alidation
The (<Cs are given an opportunity to use the temp!ate of $uestions in the $uestionnaire an" to "o a pre!iminary se!f#assessment.
3
A team of specia!!y traine" eva!uators from the Ateneo <aw 'choo! (A<') working un"er the auspices of ICD wou!" then va!i"ate the se!f#assessments
ma"e by the companies. Two eva!uators wou!" in"epen"ent!y va!i"ate each company=s se!f#assessment. A thir" va!i"ator conso!i"ates issues in case there are
"iscrepancies between the two in"epen"ent va!i"ators. )e>she then presents the issues to the (ro2ect Director for processing an" presentation to a group of ICD
1e!!ows who sha!! reso!ve those issues. In !ight of the reso!ution the (ro2ect Director comes up with the raw scores.
ICD assigns a co"e for each company (to ensure confi"entia!ity of the companies an" in"epen"ence of the process) attache" with their raw scores. The raw
scores are given to a statistician to process an" generate the Corporate &overnance 'cores. It is then submitte" to ICD enco"es an" ranks the companies accor"ing
to their scores.
$orin Public Sector! Private Sector Cooperation
The 'ecurities an" E0change Commission ('EC) as the government agency having 2uris"iction supervision an" contro! over "omestic private corporations
an" (hi!ippine 'tock E0change (('E) as the se!f#regu!atory bo"y of !oca!!y !iste" companies have agree" to work together in institutiona!i?ing the rating of
corporate governance in (<Cs by officia!!y a"opting ICD=s Corporate &overnance 'corecar" system.
4
Self Rating Evaluator A Evaluator B ICD Project Director
(Identification of Issues)
Evaluator C ICD Fellows
(Issue Resolution)
Final
Raw Score
Comanies
!ssi"ned wit#
Codes
Statistical
$reatment
Final C%
Score
Decoding
And Ranking
The Ateneo <aw 'choo! a !ea"ing !ega! e"ucation institution in the country is !ikewise a partner in this pro2ect as it is provi"ing a se!ect group of stu"ents
who sha!! va!i"ate the (<Cs se!f#assesse" scores.
These institutions have come together an" agree" to co!!aborate an" pursue the pro2ect for the common purpose of he!ping raise the stan"ar" of actua!
practice of corporate governance in (hi!ippine (<Cs.
The resu!ts of the C&#'c wi!! be use" as one more basis among others of their own "etermination for whatever supervisory action the 'EC an" ('E may
"eci"e to take.
1or more information regar"ing the C& 'corecar" p!ease contact/
C)4I'T.()E4 (. .4.N&AN Atty. @A'TINA 1. CA<<AN&AN
(rogram Deve!opment an" Training Associate Director Corporation 1inance Department
Institute of Corporate Directors 'ecurities an" E0change Commission
corongan@c!c"n#"r$org %&'#na$ca((angan@'"c$go)$*+
2,-F Y&c+"ngco To."r/ RCBC P(a0a 1-F Cor*ora#on Fnanc" D"*ar#2"n#
1349 A5a(a A)"n&" 4200 Ma6a# C#5 SEC B(!g$ EDSA Gr""n+(('/ Man!a(&5ong C#5
T7 8192: 33,$4,9, - 339$;,,3 T7 8192: ;3,1409
F7 8192: 33,$4,99 - 33,$4,93

Survey Questions Description
Suestion on
in!or"#tion source
A$e%u#te Better Best
Wei&t
P#rt I' T&e Ri&ts o! S&#re&o($ers )*+

Ri&ts De!ine$
1
Does the company offer other ownership
rights beyond voting?
Examples of additional rights are
equitable shares of the profits and/or
dividends, equal treatment for share
repurchases and the right to mortgage
and sell , etc.
ompany !ebsite, "nnual
#eport, "rticles of $ncorporation,
$nformation %tatement
&one
Either one of the
rights
"ll 1.''()
&
*
$s the policy on the directors+ remuneration
disclosed to the shareholders?
,olicy and criteria for director
remuneration should be presented to
shareholders.
-#emuneration is defined as the total
emoluments other than per diems..
"/0 0inutes, "genda,
$nformation %tatement, "nnual
#eport or %E 1orm 1(2",
ompany !ebsite
&o 3es 1.''()
4
5ow is the directors+ remuneration
disclosed to the shareholders?
Directors+ compensation should be
determined according to the company+s
stated criteria and policy, with approval by
the shareholders.
#eport
Director+s
remuneration
available only as
total / summation

Details of
remuneration policy
available
1.''()
6
Does the company allow shareholders to
elect board members individually?
%hareholders should have an opportunity
to consider and elect each board member
individually.
"/0 0inutes, $nformation
%tatement, "nnual #eport,
ompany 7y2laws
&o 3es 1.''()
Ri&ts Disc(ose$
8
9uality of &otice to call %hareholders+
0eeting in the past year.
&otice should include: $nformation source: $nformation %tatement; by2laws.
8.1
&omination of directors providing their
names and bac<ground.
7ac<ground refers to individual profile of
new directors and returning directors. 1or
returning directors, must include board
meeting attendance and performance.
&otice to call %hareholders+
0eeting, $nformation %tatement,
"/0 0inutes, "genda
&one
$ncludes individual
profile of new
directors and
returning directors
$ncludes individual
profile of new
directors and
returning directors
and board meeting
attendance and
performance
=.61()
8.*
$s there adequate information on the
external auditor? "re their name-s., profile,
detail of fees and other engagements with
the company -tax, consulting, etc..
provided?

$nformation %tatement, "/0
0inutes, "genda

&one
$nadequate
information
mentioned
"ll information
presented
=.61()
8.4
Dividend policy, in providing the amount and
explanation.

0eeting, $nformation %tatement,
"/0 0inutes, "genda
7oth items missing
$ncludes only one
item
$ncludes both items =.61()
8.6
Does the information statement have an
executive summary?
>here should be a summary and/or a
simple presentation of the company+s
financial, operational and legal highlights.
>his is to allow the ordinary shareholder
or sta<eholder to be fully aware of the
company+s status.
&o 3es =.61()
'
'
9uality of 0inutes of %hareholders+ 0eeting
>he 0inutes should include:
'.1 ?oting method and vote counting system
?oting method and vote counting system
should be declared before the meeting
begins.
"/0 0inutes, %E 1orm 1(2,
0eeting, ompany 7y2@aws,
&ot included $ncluded =.61()
'.* $ssues and 0otions
>he minutes should indicate the issues
and motions raised during the meeting.
0inutes of %hareholders+ 0eeting &ot included $ncluded =.61()
'.4 "greements arrived at during the meeting;
>he minutes should indicate the
agreements arrived at during the meeting
'.6
orporate acts which were approved or
disapproved by the stoc<holders.
>he minutes should indicate orporate
acts which were approved or disapproved
by the stoc<holders.
P#rticip#tion in A,-
(
Did the hairman of the 7oard attend the
last two "/0s?
to address the hairman of the 7oard.
"/0 0inutes, #eports to
,%E/%E/7%,, ertification of
"ttendance
1ailure to attend
both "/0s due to
Austifiable reasons
Bne absent due to
Austifiable reasons.
>wo; attended both
of the last two
"/0s
1.''()
C Did the EB/0anaging Director attend at
least one of the last two "/0s?
to address the EB and 0D.
,%E/%E/7%,, ertification of
"ttendance
Dero; did not attend
either of the two
"/0s
Bne; attended one
"/0
>wo; attended both
of the last two
"/0s
1.''()
E
$s a name list of board members attending
the "/0 available?
&ame list of board and committee
members in attendance should be
recorded in the minutes.
,%E/7%,
&o 3es 1.''()
1=
Do "/0 minutes record that there was an
opportunity allowing shareholders to as<
questions/raise issues in the past year?
%hareholder participation is guaranteed if
the logistics of meetings allow this.
"genda time should be allocated for
questions.
,%E/7%,
(
1=.1 $s there a record of answers and questions?
1irms which record shareholder questions
and the corresponding answers from
directors/managers earn a FgoodF score,
while firms with no record are Audged
FpoorF
"/0 0inutes &o 3es =.C44)
1=.*
$s there a record of resolutions in the
minutes?
1irms which note any resolution earned a
FgoodF score, while firms with no record
are Audged as FpoorF.
"/0 0inutes, $nformation
%tatement, "genda
&o 3es =.C44)
11 "ttendance of the 7oard ommittee hairs
to address the hairs of each %ub2
ommittee.

11.1
Did the hairman of the "udit ommittee
attend the last two "/0s?
to address the hairman of the "udit
ommittee.
"/0 0inutes, "nnual #eport,
#eports to ,%E/%E/7%,
either of the two
"/0s
Bne; attended one
"/0
>wo; attended both
of the last two
"/0s
=.88')
11.*
Did the hairman of the ompensation /
#emuneration / /overnance ommittee
attend the last two "/0s?
to address the hairman of the
ompensation / #emuneration /
/overnance ommittee.
,%E/7%,
either of the two
"/0s
Bne; attended one
"/0
>wo; attended both
of the last two
"/0s
=.88')
11.4
Did the hairman of the &omination
ommittee attend the last two "/0s?
to address the hairman of the
&omination ommittee.
,%E/7%,
either of the two
"/0s
Bne; attended one
"/0
>wo; attended both
of the last two
"/0s
=.88')
T#.eover Ru(es
1*
Does the company have anti2ta<eover
defenses?
" commonly observed ta<eover defense
is the significant siGe of the board
members+ shareholdings in the company.
Bther observed defenses are cross2
shareholding and pyramid holdings. >he
fewer defenses, the better.

)
1*.1
Do 7oard members collectively own more
than *8) of outstanding shares?

$nformation %tatement, ompany
!ebsite, %E 1orms 1(2", 1C2",
*42", *427
3es &o =.C44)
1*.*
!hat is the proportion of outstanding shares
that are considered Ffree floatF?
>he bigger the float, the better.
"nnual #eport, $nformation
%tatement, company website,
9uarterly Disclosures to
,%E/7%, -re: computation.
= 2 *=) *= 2 4=) over 4=) =.C44)
P#rt II' EQ/ITABLE TREAT-ENT OF SHAREHOLDERS )*+
0otin Ri&ts !or S&#re&o($ers
14
1or the same class of shares, does the
principle of one share one vote apply?
%tatement, "rticles of
$ncorporation
&o 3es
1.''()
16
Does the company have any mechanism
that allows minority shareholders to
influence board composition?
>he company should describe the
process in its annual report. %ome
examples are 1. cumulative voting, and *.
explicitly allowing minority shareholders to
influence the nomination of independent
directors.
"nnual #eport, "/0 &otice to
%hareholders, ompany
/overnance /uidelines and/or
"rticles of $ncorporation,
&o
5as mechanism to
allow minority
shareholder to
influence board
composition
1.''()
S&#re&o($ers Con!(ict
18
5as there been any case of insider trading
involving company directors and
management in the past two years?
Directors and management should act in
the best interest of shareholders and thus
should not be involved in any case of
insider trading.
%tatement, %E and/or ,%E
records
3es &o 1.''()
1'
5as the company established a system to
prevent the use of material inside
information and inform all employees,
management, and board members of this
system?
>he company should establish a policy
regarding the use of material inside
information and ma<e sure that all parties
concerned are aware of the policy.
#eport, / ,olicy, ompany
!ebsite
&o 3es 1.''()
1(
5as there been any
complaint/dispute/problem regarding related2
party transaction in the past two years?
Existence of complaints may be an
evidence of conflict of interest.
%E and/or ,%E #ecords, %E
1orm 1(2", $nformation
%tatement
"dditional information source:
court records
3es &o 1.''()
*
1C
Does the company have a policy that
requires management to disclose related2
party transaction?
"pplicable when the company is involved
in related2party transactions that require
shareholders+ approval.
"nnual #eport, / 0anual,
ode of Ethics, ompany
!ebsite, $nformation %tatement &o 3es 1.''()
1E
"re the nature and extent of transactions
with affiliated and related parties
communicated to shareholders annually?
>here might be cases where company
may be involved in related party
transactions, but it should adequately
articulate the rationale for such
transactions.
"nnual #eport, 1inancial
%tatement, Details of related2
party transactions, "rticles of
$ncorporation, $nformation
%tatement
&o 3es 1.''()
*=
$s the company a part of an economic group
where the parent / controlling shareholder
also controls <ey suppliers, customers,
and/or similar businesses?
Hey customer/ supplier defined as sales/
purchases exceeding *=), transfer
pricing at non2mar<et levels could lead to
value being eroded.
#elated customers, suppliers are
published in the "nnual #eport in
related2party transactionsI
section. &otes to the "udited
1inancial %tatements,
3es &o
1.''()
Pro1y 0otin
*1 Does the company facilitate voting by proxy?
1acilitate means sending out proxy voting
forms.
0eeting, $nformation %tatement
&o
3es 1.''()
**
Does the notice to shareholders specify the
documents required to give proxy?
>his is to provide sufficient information for
shareholders, in order to facilitate the use
of proxy voting. 1irms earning top mar<s
clearly spelled out the documents
required.
&o 3es 1.''()
*4
$s there any requirement for a proxy
appointment to be notariGed?
>here is no requirement according to
orporation ode but existence ma<es it
harder for shareholders to vote.
0eeting , 7y2laws, $nformation
%tatement
3es &otice is silent
&otariGation not
required
1.''()
+,
A,- Proce$ures
*6
5ow many days in advance does the
company send out notice of general
shareholder meetings? orporate @aw: * wee<s
0eeting, "/0 minutes, post2mail
dates, ompany !ebsite,
$nformation %tatement, 7y2laws
and "rticles of $ncorporation
@ess than * wee<s * wee<s 0ore than * wee<s
1.''()
*6.1 Date of &otice
-dd/mm/yy. JJJJJJJJJJJJJJJJJJJJJJJJJJJJ
*6.* Date of "ctual 0eeting -dd/mm/yy. JJJJJJJJJJJJJJJJJJJJJJJJJJJJ
P#rt III' THE ROLE OF STA2EHOLDERS IN CORPORATE ,O0ERNANCE 3*+
Ri&ts Reconition
*8
Does the company explicitly mention the
safety and welfare of its employees?
>he company has specific policies and
programs implemented to address the
safety and welfare of its employees
consistent with its obligations to its
employees. 1or holding companies, this
should apply to the companies they hold.
ode of Ethics
&o coverage
Bnly superficial
coverage
3es, comprehensive
coverage
=.E=E)
*'
Does the company provide an E%B,
-Employee %hare Bption ,rogram., or other
long2term employee incentive plan lin<ed to
shareholder value creation to employees?
programs on E%B, or other long2term
employee incentive plan consistent to its
obligation to its employees. 1or holding
companies, this should apply to the
companies they hold.
%earch "nnual #eport, filings,
website for indication, "/0
0inutes, E/0, $nformation
%tatement
&o 3es =.E=E)
*(
Does the company provide a retirement
plan/fund or its equivalent for its employees?
>he company should provide a provident
fund or an equivalent fund for its
"nnual #eport, / 1ramewor< or
,olicy, ode of Ethics,
&o 3es =.E=E)
++
*C
Does the company provide a continuing
training program for its employees?
programs on training and development
consistent with its obligations to its
ode of Ethics
&o coverage
Bnly superficial
coverage
3es, comprehensive
coverage
=.E=E)
*E
Does the company explicitly mention its
obligations to customers?
>he company+s obligations to customers
-providing useful products that are valued
by customers, etc.. should be mentioned
in the company+s public communications.
ode of Ethics, %ustainable
Development #eport -or any
other report on %#.
&o coverage
Bnly superficial
coverage
3es, comprehensive
coverage
=.E=E)
4=
Does the company explicitly mention the role
of suppliers/business partners?
>he role of suppliers -providing raw
materials; honor of business agreements;
timely payment; cooperative efforts.
should be mentioned in the company+s
public communications.
other report on %#.
&o coverage
Bnly superficial
coverage
3es, comprehensive
coverage
=.E=E)
41
obligations to shareholders?
>he company+s obligations to
shareholders -creation and growth in
value; stability and long2term
competitiveness. should be outlined in the
company+s public communications.
ode of Ethics, $nformation
%tatement
&o coverage
Bnly superficial
coverage
3es, comprehensive
coverage
=.E=E)
4*
obligations to creditors?
>he company+s obligations to creditors
including honoring debt agreement-s. and
timely payment of debt obligations.
ode of Ethics, $nformation
%tatement
&o coverage
Bnly superficial
coverage
3es, comprehensive
coverage
=.E=E)
44
Does the company explicitly mention
environmental issues in its public
communication?
ompanies earning the top score
thoroughly describe their environmental
activities and the standard to which they
measure their performance -such as
international standards li<e $%B 16===..
other report on %#.
&o
0entioned only as
required by law
omprehensive
mention of
environmental
issues K provides
standards adhered
to with explanations.
-E.g. $%B 16===. or
company discloses
its policy/practices
or proAects which
reflect the
company+s concerns
for the environment.
=.E=E)
+2
46
broader obligations to society and / or the
community?
ommunity activities, awareness, and
involvement should be in addition to other
sta<eholder activities described in
separate sections
other report on %#.
&o coverage
Bnly superficial
coverage
3es, comprehensive
coverage
=.E=E)
48
Does the company disclose pending legal
and tax proceedings, tax assessment
notices and voluntary assessment program
availments that it considers to be potentially
material to its business?
,art of full disclosure.
%tatement, %E 1orm 1(2
&o 3es =.E=E)
P#rt I0' DISCLOS/RE AND TRANSPARENC4 )5+
-#teri#( In!or"#tion
4'
Does the company have a transparent
ownership structure
>here should be adequate public info on
the companyIs ownership structure.
>he following items evaluate specific
items surrounding ownership:

4'.1
7rea<down of shareholdings hec< for most updated information
%tatement, ompany !ebsite,
%E 1orms *42" / *427 / 1C2"
&o 3es =.6C1)
4'.* $s it easy to identify beneficial ownership?
"nnual #eport, ompany
!ebsite. -hec< for most
updated information.. %E 1orm
1C2" / 1C2"%. %E 1orm *4"/7
%hares owned by
nominees, holding
companies, ,D>,
,%E total more than
18)
%hares owned by
nominees, holding
companies, ,D>,
,%E less than or
equal to 18)
3es =.6C1)
4'.4 "re directors+ shareholdings disclosed?
!ebsite, $nformation %tatement,
%E 1orm 1C2" /1C2"%. %E
1orm *4"/7
&o 3es =.6C1)
4'.6
"re managementIs shareholdings
disclosed?

"nnual #eport, company
website, $nformation %tatement,
%E 1orm 1C2" /1C2"%. %E
1orm *4"/7
&o 3es =.6C1)
4(
Does the company have a dispersed
ownership structure
&ormally the more dispersed ownership
structure, the better protection minority
shareholders get. $t is also important to
understand the affiliation amongst core
shareholders, and any possible
commercial arrangement between the
company and affiliates/ third parties that
may act against the interest of minority
shareholders and creditors.
!ebsite, $nformation %tatement,
%E 1orms 1C2" / 1C2"%.
%E 1orm *4"/7
@ess than 6=) L 1=) M6=) M 1=) 1.E*4)
+3
4C
"ssess the quality of the "nnual #eport, in
particular, the following:
>he reports on each topic should be clear,
comprehensive, and informative.

4C.1 1inancial performance
"nnual #eport -including the
annual report prepared for the
media/ general dissemination.
&ot available Bnly superficial
#eports are clear,
comprehensive, and
informative.
=.*6=)
4C.*
7usiness operations, competitive position,
and other non2financial matters

#eports are clear K
comprehensive and
include mention of
mar<et share-s..
=.*6=)
4C.4 7oard member bac<ground
&ot available
7oard information
limited to only a few
items
1ull coverage,
showing name,
position, education,
experience, K
shareholding.
=.*6=)
4C.6
7asis of the 7oard remuneration
$t is best practice to disclose in the annual
report the basis of the board+s
remuneration.
&ot available or
reference made to
other source
Bnly superficial
disclosure or only
aggregate amount
shown
%how compensation
by type, by
positions, K by
duties performed.
=.*6=)
4C.8 Bperating ris<s
#eports are clear K
comprehensive and
include mention of
mar<et share-s..
=.*6=)
4C.' $dentification of $ndependent Directors
&o 3es =.*6=)
4C.(
7oard meeting attendance of individual
directors
$ndividual director attendance should be
disclosed.
&ot available "vailable =.*6=)
4C.C
Does the company have a policy requiring
full disclosure of details of related2party
transactions in public communications?
"s required by the %E
&o
Bnly superficial
disclosure
&o related2party
transaction-s.
observed, or, if
observed, company
provides -1. name,
-*. relationship, -4.
policy, and -6. value
and -8. rationale
=.*6=)
+4
4E
$s there any statements requesting directors
to report their transactions of the company
shares?
>his is to monitor and ensure a proper
relationship between directors and the
company.
1ull 7usiness $nterest Disclosure
%tatement, %E 1orms 1C"/
1C"%. %E 1orm *4"/7
&o 3es 1.E*4)
Au$it Process
6=
Does the company have an internal audit
operation established as a separate unit in
the company?
7est practice requires internal audit
operation to be established as a separate
unit in the company
/ 0anual, "nnual #eport &o 3es 1.E*4)
61
Does the internal auditor report to the board
audit committee?
"udit ommittee harter &o 3es 1.E*4)
6*
Does the internal audit function provide an
independent evaluation of the internal
control processes of the company?
$ndependent evaluation of the internal
control processes of the company should
be included in the functions of the "udit
ommittee
"nnual report, / 0anual, ode
of Ethics, company website,
7oard ommittee harters -only
if publicly available.
&o 3es 1.E*4)
64
Does the company perform an annual audit
using %E accredited external auditors?
>he external auditors should be
accredited by %E.
hec< publicly available info on
audit contract, audit committee
process, and audit reports,
#eport
&o 3es 1.E*4)
66
$s the financial report disclosed in a timely
manner during the past year?
ommon practice: 1=8 days after end of
fiscal year, and 68 days after end of
quarter
"nnual #eport, %E and/or ,%E
records, "udited 1inancial
%tatements. 9uarterly #eports,
$nformation %tatement, %E
1orm 1(
Disclosed 1=8 days
after end of fiscal
year, and 68 days
after end of quarter
Disclosed earlier
than common
practice.
1.E*4)
68
"re there any accounting qualifications in
the audited financial statements apart from
the 9ualification on Nncertainty of %ituation?
9ualifications will be determined based on
material disagreements in accounting
between auditor and management
"uditor #eport -financial
statements section., $nformation
%tatement
3es
%ome reservations
drawing attention to
certain items
&o 1.E*4)
6'
Does the company website disclose up2to2
date information on:

6'.1 7usiness operation !ebsite must contain up2to2date
corporate information for each of these
items. e.g., financial statements and
annual reports must be the most recent
ones. #ecord the date the website was
examined:
JJJJJJJJJJ/JJJJJJJJJ/JJJJJJJJJ or
write the date on the front of this
questionnaire. ,rint out the evidence with
website dates.
ompany !ebsite &o 3es =.*6=)
6'.* 1inancial statements ompany !ebsite &o 3es =.*6=)
6'.4 ,ress release ompany !ebsite &o 3es =.*6=)
6'.6 %hareholding structure ompany !ebsite &o 3es =.*6=)
6'.8 BrganiGation structure ompany !ebsite &o 3es =.*6=)
6'.'
orporate group structure -N6A for a
company that does not belong to corporate
grouping.
ompany !ebsite &o 3es =.*6=)
6'.( Downloadable annual report ompany !ebsite &o 3es
=.*6=)
+&
6'.C &otice to call shareholders+ meeting ompany !ebsite &o 3es =.*6=)
6(
Does the company provide contact details
for a specific $nvestor #elations person or
unit that is easily accessible to outside
investors?
7est ,ractice recommends that the board
should consider establishing an $#
function to communicate with
shareholders / potential investors.
/ 0anual, "nnual #eport,
ompany !ebsite
&ot available
$# person/unit
designated but not
considered a distinct
K official $# unit
$# person specified
with contact
information made
<nown to public
1.E*4)
6C
Does the company offer multiple channels of
access to information? 0ultiple channels
include:
>he company should establish effective
channels to communicate with
shareholders / investors to ensure that
material information is disclosed to
interested parties equally.

6C.1
"nnual report
#eport, Disclosures to
,%E/%E/7%,
&o 3es =.6C1)
6C.* ompany website
0ust contain relevant K up2to2date
corporate information
,%E/%E/7%,
&o 3es =.6C1)
6C.4
"nalyst briefing-s.

,%E/%E/7%,
&o 3es =.6C1)
6C.6 ,ress conference-s. / press briefing-s.
,ublic information disseminated about the
company+s financial performance
#eport, %E 1orm 1(2
&o 3es =.6C1)
P#rt 0' BOARD RESPONSIBILIT4 )5+
-onitorin #n$ Contro(
6E
Does the company have its own written
orporate /overnance 0anual that clearly
describes its value system and board
responsibilities?
>he corporate governance rules should
reflect a value2oriented management of
the company which ta<es the interest of
the shareholders into account. >he
corporate governance rules should also
reflect the vision and responsibilities of
the board. >his question is evaluated with
two criteria: firstly, board responsibilities
are clearly stated and secondly, the
corporate governance policy is clearly
disclosed, meaning the policy is written by
the firm itself, distributed to employees, or
approved by the board.
/ 0anual, ompany !ebsite,
"nnual #eport, / ,olicy
&o company2
specific written rules
mentioned.
#ules exist, but not
formally approved
by the board
#ules approved by
the board and fully
disclosed
1.41')
+'
8=
Does the 7oard of Directors provide code of
ethics or statement of business conduct for
all directors and employees?
>he company should set up a policy on
the business code of ethics and
encourage the directors, management,
and employees to adhere to.
ode of Ethics, ompany
!ebsite
&o 3es
3es and effectively
communicated
1.41')
81
Does the company have corporate
vision/mission/values?

!ebsite
&o 3es 1.41')
8*
Does the ,%E have any evidence of non2
compliance of the company with ,%E rules
and regulations in the last year?
Examples of non2compliance may include
delay in publishing financial reports,
retroactive approval by shareholders, non2
compliance with rules regarding related2
party transactions, directors owning
shares without reporting.
,%E records. &ote if records
show whether the firm had any
FsuspendedF trading.
>wo cases or more Bne case &one 1.41')
84
"ssess the quality of the "udit ommittee
#eport in the "nnual #eport:
" full and complete audit committee report
will contain information described in the
six topics listed in 86.1 to 86.'.

84.1 "ttendance "udit ommittee #eport &o 3es =.*'4)
84.* $nternal control "udit ommittee #eport &o 3es =.*'4)
84.4 ,roposed auditors "udit ommittee #eport &o 3es =.*'4)
84.6 1inancial report review "udit ommittee #eport &o 3es =.*'4)
84.8 @egal compliance "udit ommittee #eport &o 3es =.*'4)
86
5ave board members participated in the
training on orporate /overnance.
1or an effective / system, directors are
encouraged to participate in director
training to fully understand their duties
and responsibilities.
Directors+ profile section in
%tatement
@ess than *8) 7etween *8)2(8) 0ore than (8) 1.41')
88
5ave senior management executives
attended training on orporate /overnance?
$t is best that senior executives also
undergo training on corporate governance
as they too, play a very important role in
implementing / in the company.
Disclosures to %E and/or ,%E,
%tatement
@ess than *8) 7etween *8)2(8) 0ore than (8) 1.41')
8'
!hat is the attendance performance of the
board members during the past 1* months?
7oard members have a responsibility to
attend board meetings.
"nnual #eport, %E 1orm 1(2",
$nformation %tatement,
ertificate of "ttendance
M(=) "verage
attendance
(= 2 C=)
LC=) "verage
attendance
1.41')
8(
Does the company provide a ris<
management policy?
>he board has the duty to ensure that
effective ris< management system-s. are
in place.
"nnual #eport, / ,olicy,
ompany !ebsite, "udited
1inancial %tatement, / 0anual
&o 3es 1.41')
8C
Does the company clearly distinguish the
roles and responsibilities of the board and
management?
>here should be a clear separation of
roles, duties, and responsibilities between
the board and management.
ompany !ebsite, / 0anual,
7y2laws
&o
3es -5ave Bot&
7oard and 0/>
roles K
responsibilities.
1.41')
+(
8E
Does the board conduct an annual self2
assessment?
>he board should set up formal criteria to
assess its performance.
ompany !ebsite, / 0anual
No -Br Aust have a
description of the
7oard+s duties
written without
evidence of actual
activity.

4es -0ust have
evidence showing
actual
implementation.
1.41')
'=
Does the company conduct an annual
performance assessment of the
EB/,resident?
$t is a duty of the board to assess the
performance of the EB/0D/,resident.
ompany !ebsite
No -Br Aust have a
description of the
7oard+s duties
written without
evidence of actual
activity.

4es -0ust have
evidence showing
actual
implementation.
1.41')
'1
5ow many board meetings are held per
year?
,lease provide the number
7y2laws, "nnual #eport 1orm
1(

'1.1
Does the firm report board meeting
attendance of individual directors?
$f the firm provides a listing in the annual
report of each board member and his or
her board meeting attendance record, the
company receives a OgoodI. ompanies
that provide a list of board meeting
attendance but no individual brea<down
are scored OfairI. $f no attendance record
is supplied, the firm scores OpoorI.
ertificate of "ttendance
&o attendance
record was supplied
$ncludes a list of
board meeting
attendance but no
individual
brea<down were
scored
$ncludes listing in
the annual report of
each board member
and his or her board
meeting attendance
record
1.41')
Con!(ict o! Interests
'* $s the hairman a non2executive director?
hairman of the board should be a non2
executive director to avoid conflicts of
interest.
$nformation %tatement, %E
1orm 1(2
&o 3es 1.41')
'4
Does the board appoint committees with
independent members to carry out various
critical responsibilities such as:
Duties, responsibilities, and policies
relating to this committee should be
clearly stated.

'4.1
Audit. $f yes, are the following items
disclosed?
7est ,ractice suggests creating an audit
committee that consists of a maAority of
independent directors
'4.1.1 harter/ #ole and responsibilities
ompany !ebsite, 7oard
ommittee harters -only if
publicly available., / 0anual
&o 3es =.=CE)
+)
'4.1.* ,rofile / 9ualifications
"nnual #eport, / 0anual, /
,olicy, ompany !ebsite, 7oard
publicly available., $nformation
&o 3es =.=CE)
'4.1.4 $ndependence
&o 3es =.=CE)
'4.1.6
$s the hairman of the ommittee an
independent director?
7est ,ractice recommends that the
hairman of the ommittee should be an
independent director.
7oard ommittee harters -only
if publicly available., "nnual
#eport, %E 1orm 1(2,
$nformation %tatement, /
0anual
&o 3es =.=CE)
'4.1.8
,erformance / 0eeting "ttendance

%tatement, ertification of
orporate %ecretary
&o 3es =.=CE)
'4.*
Compensation / Remuneration.
-ompensation/ #emuneration ommittee.
$f yes, are the following items disclosed?
7est ,ractice recommends establishing a
compensation / remuneration committee
to ensure that compensation is
determined according to company criteria
and policy.

'4.*.1 harter/#ole and #esponsibilities
%tatement
&o 3es =.16')
'4.*.*
$s the ommittee composed of a maAority of
independent directors?
7est ,ractice recommends that a maAority
of the committee members should be
independent directors.
&o 3es =.16')
'4.*.4 ,erformance / 0eeting "ttendance
ompany !ebsite, %E 1orm
1(2", ertification of "ttendance
&o 3es =.16')
'4.4
Nomination Committee. $f yes, are the
following items disclosed?
1or transparency and equitable treatment
of shareholders, there should be a
nomination committee.
+*
'4.4.1 harter/#ole and #esponsibilities
&o 3es =.16')
'4.4.*
$s the ommittee composed of a maAority of
independent directors?
7est ,ractice recommends that a maAority
of the committee members should be
independent directors.
,olicy, %E 1orm 1(2,
$nformation %tatement, ompany
!ebsite
&o 3es =.16')
'4.4.4 ,erformance / 0eeting "ttendance
ompany !ebsite, %E 1orm
1(2", ertificate of "ttendance
&o 3es =.16')
Bo#r$ Co"position
'6
5ow many board members are independent
directors?
>he more non2executive directors on the
board, the higher the level of board
independence in decision2ma<ing and to
conduct effective monitoring.
#eport, $nformation %tatement,
%E 1orm 1(2, / 0anual
at least * or *=)
whichever is lesser
L4 but less than 8 LP8 1.41')
'8
Does company state in its "nnual #eport the
definition of FindependenceF for identifying
independent directors in public
communications?
>he 7oard should clearly define the
meaning of +independence+.
,olicy, $nformation %tatement,
ompany !ebsite
,rovide it according
to the %E definition
,rovide its own
definition that is
more stringent than
%E definition
1.41')
''
Does the board conduct assessment of what
s<ills and training the directors need?
>he 7oard should conduct assessment of
what s<ills and training the directors need.
orporate /overnance 0anual &o 3es 1.41')
'(
Does the ompany have a separate
statement by the 7oard of Directors
describing their responsibilities in reviewing
the firm+s financial statement?
>he 7oard of Directors should have a
separate report that essentially outlines
the activities of the board which include
approval of financial statements of the
previous year. >hese items may be
included in the hairman+s report if there
is no separate board report.
hairman+s report, "udit
ommittee report, other public
documents
&o 3es 1.41')
2,

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