SEC FORM I-ACGR INTEGRATED ANNUAL CORPORATE …petroenergy.com.ph/resources/reports/PERC IACGR...

SEC FORM – I-ACGR

INTEGRATED ANNUAL CORPORATE GOVERNANCE REPORT

GENERAL INSTRUCTIONS A. Use of Form I-ACGR

This SEC Form shall be used as a tool to disclose Publicly-Listed Companies’ compliance/non-compliance with the recommendations provided under the Code of Corporate Governance for Publicly-Listed Companies, which follows the “comply or explain” approach, and for harmonizing the corporate governance reportorial requirements of the SEC and the Philippine Stock Exchange (PSE).

B. Preparation of Report

These general instructions are not to be filed with the report. The report shall contain the numbers and captions of all items. The I-ACGR has four columns, arranged as follows:

RECOMMENDED CG

PRACTICE/POLICY

COMPLIANT/

NON-

COMPLIANT

ADDITIONAL

INFORMATION

EXPLANATION

Contains CG Practices/ Policies, labelled as follows: (1) “Recommendations” –

derived from the CG Code for PLCs;

(2) “Supplement to Recommendation” – derived from the PSE CG Guidelines for Listed Companies;

(3) “Additional Recommendations” – CG Practices not found in the CG Code for PLCs and PSE CG Guidelines but are expected already of PLCs; and

(4) “Optional Recommendation” – practices taken from the ASEAN Corporate Governance Scorecard

*Items under (1) – (3) must be

answered/disclosed by the

PLCs following the “comply or

explain” approach. Answering

of items under (4) are left to

the discretion of PLCs.

The company shall indicate compliance or non-compliance with the recommended practice.

The company shall provide additional information to support their compliance with the recommended CG practice

The PLCs shall provide the explanations for any non-compliance, pursuant to the “comply or explain” approach. Please note that the explanation given should describe the non-compliance and include how the overall Principle being recommended is still being achieved by the company. *“Not Applicable” or “None” shall not be considered as sufficient explanation

SEC Form – I-ACGR * Updated 21Dec2017

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C. Signature and Filing of the Report

a. Three (3) copies of a fully accomplished I-ACGR shall be filed with the Main Office of the Commission on or before May 30 of the following year for every year that the company remains listed in the PSE;

b. At least one (1) complete copy of the I-ACGR shall be duly notarized and shall bear original and manual signatures

c. The I-ACGR shall be signed under oath by: (1) Chairman of the Board; (2) Chief Executive Officer or President; (3) All Independent Directors; (4) Compliance Officer; and (5) Corporate Secretary.

d. The I-ACGR shall cover all relevant information from January to December of the given year.

e. All reports shall comply with the full disclosure requirements of the Securities Regulation Code.


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SEC FORM – I-ACGR


1. For the fiscal year ended 2017

2. SEC Identification Number AS094-08880 3. BIR Tax Identification No. 004-471-419

4. Exact name of issuer as specified in its charter PetroEnergy Resources Corporation 5. METRO MANILA 6. (SEC Use Only)

Province, Country or other jurisdiction of incorporation or organization

Industry Classification Code:

7. 7TH Floor, JMT Building, ADB Ave., Ortigas Center, Pasig City 1605 Address of principal office Postal Code

8. (02) 637-2917 Issuer's telephone number, including area code

9. Negative. No change has been made from the last report. Former name, former address, and former fiscal year, if changed since last report.


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COMPLIANT/

NON-

COMPLIANT

ADDITIONAL INFORMATION EXPLANATION

The Board’s Governance Responsibilities

Principle 1: The company should 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 shareholders and other

stakeholders.

Recommendation 1.1

1. Board is composed of directors with

collective working knowledge, experience

or expertise that is relevant to the

company’s industry/sector.

Compliant Pages 10-12 of the 2017

Information Statement (SEC Form

20-IS)

PERC Website

Clause 4.1 and 4.2.7 of the PERC

2017 Manual on Corporate

Governance

2. Board has an appropriate mix of

competence and expertise.

Compliant

3. Directors remain qualified for their positions

individually and collectively to enable

them to fulfill their roles and responsibilities

and respond to the needs of the

organization.

Compliant

Recommendation 1.2

1. Board is composed of a majority of non-

executive directors.

Compliant 2017 General Information Sheet

Page 32 of the 2017 Annual

Report (SEC Form 17-A)

Recommendation 1.3

1. Company provides in its Board Charter

and Manual on Corporate Governance a

policy on training of directors.

Compliant Clause 4.1.3 of the 2017 Manual

on Corporate Governance

Page 52 of the 2017 Information

Statement (SEC Form 20-IS)

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2. Company has an orientation program for

first time directors.

Compliant Seminar on Cybersecurity

conducted by Mr. Bryce Boland of

FireEye and Mr. Raghavendra B.

Vasudevarao of IBM Security

Services, Singapore with updates

on Anti-Money Laundering

conducted by Atty. Ronald Allan

Abarquez (4 hours)

Certificates of Completion (most

of the Company’s directors are

also directors of other listed

companies that provide trainings

for their own directors, in such

cases, we just request copies of

their certificates of completion.

3. Company has relevant annual continuing

training for all directors.

Compliant

Recommendation 1.4

1. Board has a policy on board diversity. Compliant Clause 4.1.6 of the 2017 Manual


2017 General Information Sheet –

3 Directors (including the

Chairperson) out of 7 Board Seats

are female

Optional: Recommendation 1.4

1. Company has a policy on and discloses

measurable objectives for implementing its

board diversity and reports on progress in

achieving its objectives.

Noncompliant The Company has no formal policy on

measuring objectives for implementing

board diversity.

http://petroenergy.com.ph/resources/reports/PERC%202017%20Certificate%20of%20Completion.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdf


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Recommendation 1.5

1. Board is assisted by a Corporate Secretary. Compliant 2017 General Information Sheet



Clause 4.1.7 of the 2017 Manual


2. Corporate Secretary is a separate

individual from the Compliance Officer.

Compliant

3. Corporate Secretary is not a member of

the Board of Directors.

Compliant

4. Corporate Secretary attends training/s on

corporate governance.

Compliant Certificate of Completion:

Cybersecurity Seminar with Anti-

Money Laundering Updates (4

hours)


1. Corporate Secretary distributes materials

for board meetings at least five business

days before scheduled meeting.

Noncompliant Board Materials are usually distributed on

the day of the meeting itself. However,

the directors are regularly updated on the

Company’s operations through the

Monthly Operations Update Report sent to

them. Most of the items discussed in the

agenda have been covered by the

same.

Recommendation 1.6

1. Board is assisted by a Compliance Officer. Compliant 2017 General Information Sheet





2. Compliance Officer has a rank of Senior

Vice President or an equivalent position

with adequate stature and authority in the

corporation.

Compliant

3. Compliance Officer is not a member of

the board.

Compliant

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4. Compliance Officer attends training/s on

corporate governance.

Compliant Certificate of Completion:

Cybersecurity Seminar with Anti-

Money Laundering Updates (4

hours)

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 should be clearly made known to all directors as well as to stockholders and other stakeholders.

Recommendation 2.1

1. Directors act on a fully informed basis, in

good faith, with due diligence and care,

and in the best interest of the company.

Compliant Management normally updates

the Board about the Company’s

projects through its subsidiaries

and affiliate. The directors take

this chance to clarify matters and

to decide on an informed basis.

Minutes of July 26 2017 BOD

Meeting

The directors are regularly

updated on the Company’s

operations through the Monthly

Operations Update Report

regularly sent to them.

Recommendation 2.2

1. Board oversees the development, review

and approval of the company’s business

objectives and strategy.

Compliant The Board directs the Company’s

objectives and strategy through

active participation during

meetings.

Minutes of May 5 2017 BOD

Meeting

2. Board oversees and monitors the

implementation of the company’s business

objectives and strategy.

Compliant

http://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completion%20-%20Compliance%20Officer.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2026%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2026%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Operations%20Update%20June%202017.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Operations%20Update%20June%202017.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20May%205%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20May%205%202017%20BOD%20Meeting.pdf


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Minutes of July 26 2017 BOD

Meeting

The Board reviews the Company’s

main business objectives every five

(5) years

Supplement to Recommendation 2.2

1. Board has a clearly defined and updated

vision, mission and core values.

Compliant The Company’s Vision and Mission

Statements are displayed in the PERC Website.

The Company’s core principles

are embodied in its Code of Ethics

and Business Conduct.

2. Board has a strategy execution process

that facilitates effective management

performance and is attuned to the

company’s business environment, and

culture.

Noncompliant While a formal strategy execution process

has not been adopted, the Board,

through the board meetings, impose its

strategy and guide management in

navigating through the Company’s

business environment.

Recommendation 2.3

1. Board is headed by a competent and

qualified Chairperson.

Compliant Page 10 of the 2017 Information


Ms. Helen Y. Dee's CV

Recommendation 2.4

1. Board ensures and adopts an effective

succession planning program for directors,

key officers and management.

Compliant The Company is in the process of

formalizing its Succession Planning

and Mentoring Program. For

several years now, the Company

hired understudies for each of the

http://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2026%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2026%202017%20BOD%20Meeting.pdfhttp://www.petroenergy.com.ph/about_ushttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=a4321e5fbe415b203318251c9257320dhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=a4321e5fbe415b203318251c9257320dhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=a4321e5fbe415b203318251c9257320dhttp://petroenergy.com.ph/corporate_governance


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2. Board adopts a policy on the retirement

for directors and key officers.

Compliant key positions, including those for

the positions of the President and

heads of each department. The

key officers and their respective

understudies work closely in order

to facilitate knowledge transfer.

An effective and formal

Succession Planning and

Mentoring Program is among the

action items that will be

monitored under Company’s the

Enterprise Risk Management

Program.

Policy No. 360 of the Personnel

Policy Manual PERC’s Retirement

Policy (Retirement Plan)

Recommendation 2.5

1. Board aligns the remuneration of key

officers and board members with long-

term interests of the company.

Compliant Section 3, Article VII of the By-Laws

– provides for a Profit Sharing Plan

for Directors, Officers, Managers

and Employees at an amount not

exceeding 5% of the audited

income before tax.

PERC Policy No. 342 on Car

Benefit for Officers

PERC Policy No. 401 on

Performance Evaluation and

Increases

While there was no instance in

2017 that a directors’

2. Board adopts a policy specifying the

relationship between remuneration and

performance.

Compliant

3. Directors do not participate in discussions

or deliberations involving his/her own

remuneration.

Compliant

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remuneration was discussed, it is

the Board’s practice that a

director should not be involved in

deliberations involving his or her

own remuneration.


1. Board approves the remuneration of senior

executives.

Noncompliant The approval of the remunerations of

senior executives are normally discussed

at high levels and in confidence, usually

involving the Chairman and the President.

Approvals for remunerations beyond the

existing compensation and benefits

structure would have to be presented to

the Corporate Governance Committee

and to the Board for endorsement and

approval, respectively.

2. Company has measurable standards to

align the performance-based

remuneration of the executive directors

and senior executives with long-term

interest, such as claw back provision and

deferred bonuses.

Noncompliant The Company has no such measurable

standards on a per executive basis. The

performance-based remuneration is more

a company-wide performance

measurement through the profit sharing

system which should not exceed 5% of the

audited income before tax of the

immediately preceding fiscal year.

Recommendation 2.6

1. Board has a formal and transparent board

nomination and election policy.

Compliant Section 2-4, Article IV of the By-

Laws

Nomination and Election Process -

Pages 3, 4, 8, and 18 of 2017


Policies on nomination and election of

directors are embodied in the By-Laws

and are likewise captured in the

Information Statement. The process is

transparent as the Preliminary and

Definitive Information Statements are duly

http://petroenergy.com.ph/resources/reports/SEC-Amended%20By%20laws_06-13-2008.pdfhttp://petroenergy.com.ph/resources/reports/SEC-Amended%20By%20laws_06-13-2008.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdf


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20-IS), quoting Section 7, Article III

of the By-Laws.

Board Nomination and Election

Process Clause 4.2.6 of the 2017

Manual on Corporate

Governance



Section 2, Article IV of the By-Laws

Nomination Acceptance Form

Pages 10-11 of 2017 Information


submitted to the SEC and disclosed

publicly through the PSE EDGE.

There are likewise some unwritten

practices that are followed, like the

requirement for nominees to accomplish a

Nomination Acceptance Form that

captures the eligibility, qualification or

disqualification of nominees, including

directorship in other publicly-listed

companies.

While the policies are embodied in the By-

Laws, a written Nomination and Election

Policy and Procedure, as stated in the

2017 Manual on Corporate Governance,

shall be crafted in order to consolidate all

the nomination and election practices of

the Company. This will be incorporated in

the 2017 Manual on Corporate

Governance by reference.

2. Board nomination and election policy is

disclosed in the company’s Manual on

Corporate Governance.

Noncompliant While the policies are embodied in the By-









3. Board nomination and election policy

includes how the company accepted

nominations from minority shareholders.

Compliant The acceptance of nominations from

minority shareholders is included as a

policy in the 2017 Manual on Corporate

Governance. However, the specific

http://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/SEC-Amended%20By%20laws_06-13-2008.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/SEC-Amended%20By%20laws_06-13-2008.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Nomination%20Acceptance%20Forms.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=a4321e5fbe415b203318251c9257320dhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=a4321e5fbe415b203318251c9257320dhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=a4321e5fbe415b203318251c9257320dhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdf


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procedures to do this are not yet crafted.

By actual practice, however, the

announcement for the holding of

Stockholders’ Meeting and the Election of

Directors are disclosed publicly through

publication in a newspaper of general

circulation and by uploading the

Preliminary and Definitive Information

Statements (SEC Form 20-IS) through the

PSE EDGE. All these are available to

minority shareholders and thus give them

the opportunity to make the nominations.


includes how the board shortlists

candidates.

Compliant While the policies are embodied in the By-










includes an assessment of the

effectiveness of the Board’s processes in

the nomination, election or replacement

of a director.

Compliant While the policies are embodied in the By-









6. Board has a process for identifying the

quality of directors that is aligned with the

strategic direction of the company.

Noncompliant This process will be embodied in the

Nomination and Election Policy and

Procedure that will be crafted. Currently,

http://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdf


Page 13 of 62

directors are chosen based on their

competence in relation to the business of

the Company. The qualifications of the

Company’s directors are discussed in

pages 10-11 of the 2017 Information

Statement (SEC Form 20-IS). The

incumbent directors are well-versed in the

fields of oil, energy, and finance – all of

which are aligned with the strategic

direction of the Company of growing

more as an Energy Company.

Optional: Recommendation to 2.6

1. Company uses professional search firms or

other external sources of candidates (such

as director databases set up by director or

shareholder bodies) when searching for

candidates to the board of directors.

Noncompliant The principals rely on their own

network/connections in searching for

candidates for board positions.

Recommendation 2.7

1. Board has overall responsibility in ensuring

that there is a group-wide policy and

system governing related party

transactions (RPTs) and other unusual or

infrequently occurring transactions.

Noncompliant Clause 4.2.10 of the 2017 Manual


Final Investment Decision to

pursue the 50 MWDC Tarlac Solar

Power Project and for the

Company to make the necessary

investments in its subsidiary,

PetroGreen Energy Corporation,

and the Project Company,

PetroSolar Corporation.

The overall board responsibility as to RPTs is

embodied in the Manual, however, a

formal RPT Policy will still be crafted and

shall include the recommendations under

the Code of Corporate Governance for

PLCs and the Manual.

In the meantime, all material RPTs have

been deliberated upon directly by the

Board. This function has now been

absorbed by the Audit Committee that

also functions as the RPT Committee.

http://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdf


Page 14 of 62

2. RPT policy includes appropriate review

and approval of material RPTs, which

guarantee fairness and transparency of

the transactions.

Noncompliant Minutes of June 18 2015 Special

BOD Meeting

Sale of 10% equity interest in

PetroGreen Energy Corporation to

EEI Power Corporation and the

extension of P200 MM Loan to

Maibarara Geothermal Inc.

Minutes of Nov. 19 2014 Special

BOD Meeting

Page 14 (Item D (15) (C) (3) of the

2015 Information Statement (SEC

Form 20-IS) (ratification of Board

Actions by Stockholders)



(Certain Relationships and

Related Transactions)

The RPT Policy will be crafted. In the

meantime, material RPTs are deliberated

upon by the Board of Directors.






Material RPTs are discussed in the

Definitive Information Statement.

All material board actions are ratified by

stockholders, including Material RPTs. The

matters for Stockholders’ ratification are

listed in the Definitive Information

Statement.

3. RPT policy encompasses all entities within

the group, taking into account their size,

structure, risk profile and complexity of

operations.

Noncompliant The RPT policy will take into consideration

all the recommendations under the Code

of Corporate Governance for PLCs and

the Manual.






Supplement to Recommendations 2.7

1. Board clearly defines the threshold for

disclosure and approval of RPTs and

categorizes such transactions according

to those that are considered de minimis or

transactions that need not be reported or

Noncompliant A formal RPT Policy will still be crafted and

shall include the recommendations under

the Code of Corporate Governance for

PLCs and the 2017 Manual on Corporate

Governance.

http://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20June%2018%202015%20Special%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20June%2018%202015%20Special%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Nov.%2019%202014%20Special%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Nov.%2019%202014%20Special%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202015%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202015%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=a4321e5fbe415b203318251c9257320dhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=a4321e5fbe415b203318251c9257320dhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=a4321e5fbe415b203318251c9257320dhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdf


Page 15 of 62

announced, those that need to be

disclosed, and those that need prior

shareholder approval. The aggregate

amount of RPTs within any twelve (12)

month period should be considered for

purposes of applying the thresholds for

disclosure and approval.

2. Board establishes a voting system whereby

a majority of non-related party

shareholders approve specific types of

related party transactions during

shareholders’ meetings.

Noncompliant A formal RPT Policy will still be crafted and,

as far as practicable, shall include the

recommendations under the Code of

Corporate Governance for PLCs and the

Manual. Stockholders’ approvals will be

sought in accordance with existing

corporate laws and pursuant to the By-

Laws.

Recommendation 2.8

1. Board is primarily responsible for approving

the selection of Management led by the

Chief Executive Officer (CEO) and the

heads of the other control functions (Chief

Risk Officer, Chief Compliance Officer and

Chief Audit Executive).


Executive Officers (Pages 11-12 of

the 2017 Information Statement

(SEC Form 20-IS)

Appointment of Officers (Minutes

of the July 26 2017 Organizational

Meeting)


Governance

2. Board is primarily responsible for assessing

the performance of Management led by

the Chief Executive Officer (CEO) and the

heads of the other control functions (Chief

Compliant Corporate Review for Effective

Governance (appraisal system for

the Board, including for the

President, which is conducted

annually)

http://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/COREeGOV.pdfhttp://petroenergy.com.ph/resources/reports/COREeGOV.pdf


Page 16 of 62

Risk Officer, Chief Compliance Officer and

Chief Audit Executive).

Company Policy No. 401 on

Performance Evaluation of

Officers and Employees

(conducted annually)

Recommendation 2.9

1. Board establishes an effective

performance management framework

that ensures that Management’s

performance is at par with the standards

set by the Board and Senior Management.

Compliant Company Policy No. 401 on

Performance Evaluation of

Officers and Employees

(conducted annually)

Performance Evaluation Form

(attached to Company Policy No.

401)

2. Board establishes an effective

performance management framework

that ensures that personnel’s performance

is at par with the standards set by the

Board and Senior Management.

Compliant

Recommendation 2.10

1. Board oversees that an appropriate

internal control system is in place.

Compliant Audit Committee Charter

Report of House of Investments

(Minutes of May 5, 2017 Audit

Committee Meeting)

2. The internal control system includes a

mechanism for monitoring and managing

potential conflict of interest of the

Management, members and shareholders.

Compliant

3. Board approves the Internal Audit Charter. Compliant Audit Committee Charter

Recommendation 2.11

1. Board oversees that the company has in

place a sound enterprise risk management

(ERM) framework to effectively identify,

Compliant Risk Management Manual (in the

process of updating)

http://petroenergy.com.ph/resources/reports/PERC%20PPM#401.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20PPM#401.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20PPM#401.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20PPM#401.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20PPM#401.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20PPM#401.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20PPM%20NO.401.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20PPM%20NO.401.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Audit%20Committee%20Charter.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20May%205%202017%20Audit%20Committee%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20May%205%202017%20Audit%20Committee%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Audit%20Committee%20Charter.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20-%20Risk%20Management%20Manual.pdf


Page 17 of 62

monitor, assess and manage key business

risks.

Risk Management Charter (in the

process of updating)

Item IV (C) of the November 23,

2017 Minutes of Board Meeting

ERM Update as of April 12 2018

P&A Update on the ERM Process

Revisit, including the establishment

of a Quarterly Monitoring System



2. The risk management framework guides

the board in identifying units/business lines

and enterprise-level risk exposures, as well

as the effectiveness of risk management

strategies.

Compliant

Recommendation 2.12

1. Board has a Board Charter that formalizes

and clearly states its roles, responsibilities

and accountabilities in carrying out its

fiduciary role.

Noncompliant Articles of Incorporation

By-Laws


Governance

Code of Ethics and Business

Conduct

Discussion on the Overall Duty as

a Company stated in the PERC

Website

As stated in the 2017 Manual on

Corporate Governance, a Board Charter

that shall summarize the roles,

responsibilities and accountabilities of the

Board shall be executed.

In the meantime, all these are captured in

the Company’s Articles of Incorporation

and By-Laws, the 2017 Manual on

Corporate Governance, and the Code of

Ethics.

2. Board Charter serves as a guide to the

directors in the performance of their

functions.

Noncompliant As stated in the 2017 Manual on




Board shall be executed.




http://petroenergy.com.ph/resources/reports/PERC%20-%20Risk%20Management%20Charter.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Nov.%2023%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Nov.%2023%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC.ERM%20Update%20as%20of%20April%2012%202018.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/SEC-%20Amended%20AOI.06-3-2015.pdfhttp://petroenergy.com.ph/resources/reports/SEC-Amended%20By%20laws_06-13-2008.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://www.petroenergy.com.ph/corporate_governancehttp://www.petroenergy.com.ph/corporate_governancehttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/SEC-%20Amended%20AOI.06-3-2015.pdfhttp://petroenergy.com.ph/resources/reports/SEC-Amended%20By%20laws_06-13-2008.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdf


Page 18 of 62


Ethics and Business Conduct.

3. Board Charter is publicly available and

posted on the company’s website.

Noncompliant As stated in the 2017 Manual on




Board shall be executed. This will be made

available in the Company’s website.





Ethics and Business Conduct.

The Company's Website contains a

general discussion of the Company’s

duties and responsibilities in relation to

Corporate Governance.

Additional Recommendation to Principle 2

1. Board has a clear insider trading policy. Compliant Page 4, Item A of the Code of

Ethics and Business Conduct

Overview of Company Policies

Optional: Principle 2

1. Company has a policy on granting loans

to directors, either forbidding the practice

or ensuring that the transaction is

conducted at arm’s length basis and at

market rates.

Noncompliant While there is no written policy of granting

loans to directors, the same has not been

a Company practice. This and any other

conflict of interest situations are governed

by the Code of Ethics (Page 6, Item E of

the Code of Ethics and Business Conduct

on Conflict of Interest)

http://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/SEC-%20Amended%20AOI.06-3-2015.pdfhttp://petroenergy.com.ph/resources/reports/SEC-Amended%20By%20laws_06-13-2008.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://www.petroenergy.com.ph/corporate_governancehttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://www.petroenergy.com.ph/corporate_governancehttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdf


Page 19 of 62

2. Company discloses the types of decision

requiring board of directors’ approval.

Noncompliant There is no formal list identifying which

decisions require board approval. The

Company uses its judgement to

determine the decisions that need board

action. The Company likewise follows the

requirements under existing corporate

laws and rules and regulations on the

matter.

Principle 3: Board committees should 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.

Recommendation 3.1

1. Board establishes board committees that

focus on specific board functions to aid in

the optimal performance of its roles and

responsibilities.



Results of Organizational Meeting

of Board of Directors (July 2017)

Clause 4.3 of the 2017 Manual on

Corporate Governance

Recommendation 3.2

1. Board establishes an Audit Committee to

enhance its oversight capability over the

company’s financial reporting, internal

control system, internal and external audit

processes, and compliance with

applicable laws and regulations.

Compliant Results of Organizational Meeting


Clause 4.3.1 of the 2017 2017

Manual on Corporate

Governance

It is the Audit Committee’s

responsibility to endorse the

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Page 20 of 62

appointment, removal, or

replacement of external auditors.

Minutes of the July 26, 2017

Meeting of the Audit Committee

2. Audit Committee is composed of at least

three appropriately qualified non-

executive directors, the majority of whom,

including the Chairman is independent.


Minutes of the July 26 2017

Organizational Meeting

3. All the members of the committee have

relevant background, knowledge, skills,

and/or experience in the areas of

accounting, auditing and finance.



20-IS)



4. The Chairman of the Audit Committee is

not the Chairman of the Board or of any

other committee.


Minutes of the July 26 ,2017



1. Audit Committee approves all non-audit

services conducted by the external

auditor.

Compliant Minutes of July 22 2014 Audit

Committee Meeting

2. Audit Committee conducts regular

meetings and dialogues with the external

audit team without anyone from

management present.

Compliant Minutes of November 23, 2017

Audit Committee Meeting

It is the usual practice for the

Management to join the Audit Committee

Meetings, so that questions on particular

matters may be readily clarified.

http://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2026%202017%20Audit%20Committee%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2026%202017%20Audit%20Committee%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Annual%20Report%20(SEC%20Form%2017-A.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Annual%20Report%20(SEC%20Form%2017-A.pdfhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=03ac60c523935a0943ca035510b6ec2bhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=03ac60c523935a0943ca035510b6ec2bhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=03ac60c523935a0943ca035510b6ec2bhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2022%202014%20Audit%20Committee%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2022%202014%20Audit%20Committee%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Nov.%2023%202017%20Audit%20Committee%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Nov.%2023%202017%20Audit%20Committee%20Meeting.pdf


Page 21 of 62


1. Audit Committee meet at least four times

during the year.

Compliant The Audit Committee met four

times in 2017

Certification of Corporate

Secretary on the Completeness of

Minutes

Minutes of Audit Committee

Meetings for 2017

2. Audit Committee approves the

appointment and removal of the internal

auditor.

Compliant Minutes of the September 2012

Audit Committee Meeting

Recommendation 3.3

1. Board establishes a Corporate

Governance Committee tasked to assist

the Board in the performance of its

corporate governance responsibilities,

including the functions that were formerly

assigned to a Nomination and

Remuneration Committee.







2. Corporate Governance Committee is

composed of at least three members, all

of whom should be independent directors.




3. Chairman of the Corporate Governance

Committee is an independent director.




http://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completeness%20of%202017%20Minutes%20of%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completeness%20of%202017%20Minutes%20of%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completeness%20of%202017%20Minutes%20of%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Sept.%202012%20Audit%20Committee%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Sept.%202012%20Audit%20Committee%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=4685cac9dcc066e23318251c9257320dhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=4685cac9dcc066e23318251c9257320dhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdf


Page 22 of 62

Optional: Recommendation 3.3.

1. Corporate Governance Committee meet

at least twice during the year.

Noncompliant Certification of Corporate


Minutes

The Corporate Governance Committee,

performing the functions of the

Nomination Committee, met once in 2017.

Recommendation 3.4

1. Board establishes a separate Board Risk

Oversight Committee (BROC) that should

be responsible for the oversight of a

company’s Enterprise Risk Management

system to ensure its functionality and

effectiveness.







2. BROC is composed of at least three

members, the majority of whom should be

independent directors, including the

Chairman.




3. The Chairman of the BROC is not the

Chairman of the Board or of any other

committee.





Statement (SEC Form 20-IS) (Mr.

Eliseo B. Santiago)

4. At least one member of the BROC has

relevant thorough knowledge and

experience on risk and risk management.



20-IS)



http://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completeness%20of%202017%20Minutes%20of%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completeness%20of%202017%20Minutes%20of%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completeness%20of%202017%20Minutes%20of%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=4685cac9dcc066e23318251c9257320dhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=4685cac9dcc066e23318251c9257320dhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Annual%20Report%20(SEC%20Form%2017-A.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Annual%20Report%20(SEC%20Form%2017-A.pdfhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=03ac60c523935a0943ca035510b6ec2bhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=03ac60c523935a0943ca035510b6ec2bhttp://edge.pse.com.ph/openDiscViewer.do?edge_no=03ac60c523935a0943ca035510b6ec2b


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Recommendation 3.5

1. Board establishes a Related Party

Transactions (RPT) Committee, which is

tasked with reviewing all material related

party transactions of the company.

Compliant Clause 4.3.1 (m) of the 2017

Manual on Corporate

Governance (the Audit

Committee absorbed the

functions of the RPT Committee)

2. RPT Committee is composed of at least

three non-executive directors, two of

whom should be independent, including

the Chairman.




Recommendation 3.6

1. All established committees have a

Committee Charter stating in plain terms

their respective purposes, memberships,

structures, operations, reporting process,

resources and other relevant information.

Noncompliant Clauses 4.3.1, 4.3.2, and 4.3.3 of


Governance

Committee Charters will be executed and

will be made available in the Company’s

website.

In the meantime, all relevant information

concerning the Board Committees are

embodied in the 2017 Manual on

Corporate Governance (Clauses 4.3.1,

4.3.2, and 4.3.3).

2. Committee Charters provide standards for

evaluating the performance of the

Committees.

Noncompliant Committee Charters will be executed and


website.





4.3.2, and 4.3.3).

http://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdf


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3. Committee Charters were fully disclosed

on the company’s website.

Noncompliant

Committee Charters will be executed and


website.





4.3.2, and 4.3.3).

Principle 4: To show full commitment to the company, the directors should 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.

Recommendation 4.1

1. The Directors attend and actively

participate in all meetings of the Board,

Committees and shareholders in person or

through tele-/videoconferencing

conducted in accordance with the rules

and regulations of the Commission.

Compliant Section 5, Article IV of the By-Laws

Certification on Directors’

Attendance to Meetings

2. The directors review meeting materials for

all Board and Committee meetings.

Compliant The directors review the meeting

materials immediately before the

meetings, particularly when there

are no items in the agenda

outside of the ordinary course of

business. Matters requiring more

attention from directors are

usually sent ahead of the day of

the meeting.

In addition, the directors are

regularly updated on the

Company’s operations through

the Monthly Operations Update

http://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/SEC-Amended%20By%20laws_06-13-2008.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Directors%20Attendance%20to%20Meetings.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Directors%20Attendance%20to%20Meetings.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Operations%20Update%202017.pdf


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Report sent to them. Most of the

items discussed in the agenda

have been covered by the same.

3. The directors ask the necessary questions

or seek clarifications and explanations

during the Board and Committee

meetings.

Compliant Minutes of July 26, 2017 Board

Meeting

Recommendation 4.2

1. Non-executive directors concurrently serve

in a maximum of five publicly-listed

companies to ensure that they have

sufficient time to fully prepare for minutes,

challenge Management’s

proposals/views, and oversee the long-

term strategy of the company.




Recommendation 4.3

1. The directors notify the company’s board

before accepting a directorship in another

company.

Compliant Nomination Acceptance Form

For 2017, there has been no

instance requiring notification to

the Board or a meeting wherein

the matter has been discussed.


1. Company does not have any executive

directors who serve in more than two

boards of listed companies outside of the

group.



20-IS)

2. Company schedules board of directors’

meetings before the start of the financial

year.

Compliant Notice of Tentative Schedules of

Meetings

http://petroenergy.com.ph/resources/reports/PERC%20Operations%20Update%202017.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2026%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20July%2026%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Nomination%20Acceptance%20Forms.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Nomination%20Acceptance%20Forms.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202018%20Tentative%20Schedule%20of%20Meetings.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202018%20Tentative%20Schedule%20of%20Meetings.pdf


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3. Board of directors meet at least six times

during the year.

Compliant Certification of Corporate


Minutes

4. Company requires as minimum quorum of

at least 2/3 for board decisions.

Noncompliant Certification on Directors’

Attendance to Meetings

Quorum is usually majority of directors

only, unless the Corporation Code or the

rules and regulations of the PSE and the

SEC require otherwise.

However, almost all decisions have been

made with all or more than 2/3 of the

board of directors being present.

Principle 5: The board should endeavor to exercise an objective and independent judgment on all corporate affairs

Recommendation 5.1

1. The Board has at least 3 independent

directors or such number as to constitute

one-third of the board, whichever is higher.


Recommendation 5.2

1. The independent directors possess all the

qualifications and none of the

disqualifications to hold the positions.

Compliant Certificate of Independent

Directors



1. Company has no shareholder agreements,

by-laws provisions, or other arrangements

that constrain the directors’ ability to vote

independently.

Compliant By-Laws


Governance

There is no document limiting the

directors’ ability to vote

independently nor a document

http://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completeness%20of%202017%20Minutes%20of%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completeness%20of%202017%20Minutes%20of%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Completeness%20of%202017%20Minutes%20of%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Directors%20Attendance%20to%20Meetings.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Directors%20Attendance%20to%20Meetings.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Independent%20Directors.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Certificate%20of%20Independent%20Directors.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Nomination%20Acceptance%20Forms.pdfhttp://petroenergy.com.ph/resources/reports/SEC-Amended%20By%20laws_06-13-2008.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdf


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stating that there is such a

limitation

Recommendation 5.3

1. The independent directors serve for a

cumulative term of nine years (reckoned

from 2012).




2. The company bars an independent

director from serving in such capacity after

the term limit of nine years.




3. In the instance that the company retains

an independent director in the same

capacity after nine years, the board

provides meritorious justification and seeks

shareholders’ approval during the annual

shareholders’ meeting.

Compliant The Company has not

encountered such instance. The

term of independent directors is

reckoned from 2012 or if elected

beyond 2012, from the year

elected.

Recommendation 5.4

1. The positions of Chairman of the Board

and Chief Executive Officer are held by

separate individuals.






Chairman of the Board is Ms.

Helen Y. Dee and the President

and Chief Executive Officer is Ms.

Milagros V. Reyes

http://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Information%20Statement%20(SEC%20Form%2020-IS).pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Nomination%20Acceptance%20Forms.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Nomination%20Acceptance%20Forms.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20the%20July%2026%202017%20Organizational%20Meeting.pdf


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2. The Chairman of the Board and Chief

Executive Officer have clearly defined

responsibilities.

Compliant Chairman



President



The Chairman and the President

and CEO are not related by way

of consanguinity or affinity.

Recommendation 5.5

1. If the Chairman of the Board is not an

independent director, the board

designates a lead director among the

independent directors.

Noncompliant The Chairman of the Board is not

an Independent Director

While a Lead Director is not assigned, the

sufficient number and qualities of the

incumbent Independent Directors within

the Board of Directors ensures the

avoidance of abuse of power and

authority and potential conflict of interest.

Out of seven (7) board seats, three (3) are

independent directors. Each of them is of

proven integrity, competence, and

independence.

Recommendation 5.6

1. Directors with material interest in a

transaction affecting the corporation

abstain from taking part in the

deliberations on the transaction.

Compliant Both the Chairman and the

Treasurer abstained from voting

on the renewal of the Directors’

and Officers’ Liability Insurance

with Malayan Insurance

Corporation Inc. (MICO) for being

the Chairman and President,

respectively of MICO.

http://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20Manual%20on%20Corporate%20Governance.pdf


Page 29 of 62

Page 11, Item II, D, 1 of the

Minutes of February 23, 2017

Meeting of the Board of Directors

Recommendation 5.7

1. The non-executive directors (NEDs) have

separate periodic meetings with the

external auditor and heads of the internal

audit, compliance and risk functions,

without any executive present.

Noncompliant The external auditors, the internal auditors

and those tasked with compliance and

risk functions normally interact with the

Board of Directors during Audit

Committee Meetings and during the

Board Meetings. However, the presence

of Management, including those with

executive functions, are normally

requested so that any concern could be

addressed immediately.

2. The meetings are chaired by the lead

independent director.

Noncompliant The external auditors, the internal auditors

and those tasked with compliance and

risk functions normally interact with the

Board of Directors during Audit

Committee Meetings and during the

Board Meetings. However, the presence

of Management, including those with

executive functions, are normally

requested so that any concern could be

addressed immediately.


1. None of the directors is a former CEO of

the company in the past 2 years.

Compliant General Information Sheets for the

years 2015, 2016, and 2017

Ms. Milagros V. Reyes held the

position of President and CEO for

the past two years.

http://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Feb.%2023%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Minutes%20of%20Feb.%2023%202017%20BOD%20Meeting.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20GIS%202015.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20GIS%202016.pdfhttp://petroenergy.com.ph/resources/reports/PERC%202017%20General%20Information%20Sheet.pdf


Page 30 of 62

Principle 6: The best measure of the Board’s effectiveness is through an assessment process. The Board should regularly carry out evaluations to

appraise its performance as a body, and assess whether it possesses the right mix of backgrounds and competencies.

Recommendation 6.1

1. Board conducts an annual self-assessment

of its performance as a whole.

Noncompliant Corporate Review for Effective

Governance Form (CORE eGov)

The Company has an existing

performance evaluation mechanism

(CoRE eGOV), but the same has not been

fully implemented. The CORE eGov will be

implemented along with other


Corporate Governance for PLCs and

under the 2017 Manual on Corporate

Governance.

2. The Chairman conducts a self-assessment

of his performance.

Noncompliant The Company has an existing








Governance.

3. The individual members conduct a self-

assessment of their performance.









Governance.

http://petroenergy.com.ph/resources/reports/COREeGOV.pdfhttp://petroenergy.com.ph/resources/reports/COREeGOV.pdf


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4. Each committee conducts a self-

assessment of its performance.









Governance.

5. Every three years, the assessments are

supported by an external facilitator.









Governance.

Recommendation 6.2

1. Board has in place a system that provides,

at the minimum, criteria and process to

determine the performance of the Board,

individual directors and committees.

Compliant Corporate Review for Effective

Governance Form (CORE eGov)

2. The system allows for a feedback

mechanism from the shareholders.

Noncompliant Shareholders and other stakeholders are

given the opportunity to communicate

their feedback during the annual

stockholders’ meetings and through the

Company’s Investor Relations Office.

http://petroenergy.com.ph/resources/reports/COREeGOV.pdfhttp://petroenergy.com.ph/resources/reports/COREeGOV.pdf


Page 32 of 62

Principle 7: Members of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders.

Recommendation 7.1

1. Board adopts a Code of Business Conduct

and Ethics, which provide standards for

professional and ethical behavior, as well

as articulate acceptable and

unacceptable conduct and practices in

internal and external dealings of the

company.

Compliant Code of Ethics and Business

Conduct

PERC Website -Corporate

Governance

2. The Code is properly disseminated to the

Board, senior management and

employees.

Compliant The Code of Ethics and Business

Conduct was printed and

distributed to the Directors and to

employees.

3. The Code is disclosed and made available

to the public through the company

website.

Compliant Code of Ethics and Business

Conduct


1. Company has clear and stringent policies

and procedures on curbing and penalizing

company involvement in offering, paying

and receiving bribes.

Noncompliant Page 4, Item A (3) of the Code of

Ethics and Business Conduct: “No

officer or employee of the

company shall accept or give any

form of bribe, facilitation payment,

kickback, or any other type of

improper payment to any party for

any reason.”

Page 10, Item 6 of the Code of

Ethics and Business Conduct:

“Violation of the provisions of this

Code, or of any laws or regulations

governing company operations,

http://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://www.petroenergy.com.ph/corporate_governancehttp://www.petroenergy.com.ph/corporate_governancehttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdf


Page 33 of 62

may have severe consequences

for the individuals concerned. A

failure to follow the Code that

involves a criminal act may result in

prosecution. Employees who

violate shall be subject to internal

disciplinary action which may

include termination of

employment.”

Item 31 of the Policy on Discipline

(Policy No. 213 of the Personnel

Policy Manual)

Recommendation 7.2

1. Board ensures the proper and efficient

implementation and monitoring of

compliance with the Code of Business

Conduct and Ethics.

Compliant Item 2, Page 10 of the Code of

Ethics and Business Conduct: “All

directors, officers, and employees

including contractual, temporary,

or project-hire staff must comply

with the Code.”

There have been no

noncompliance findings within

PERC, however, issues on conflict

of interest arose and were settled

in one of the operating

companies. The particular

concerned employee is no longer

connected to the operating

company.

2. Board ensures the proper and efficient

implementation and monitoring of

compliance with company internal

policies.

Compliant

http://petroenergy.com.ph/resources/reports/PERC%20PPM%20NO.213.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20PPM%20NO.213.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdfhttp://petroenergy.com.ph/resources/reports/PERC%20Code%20of%20Ethics.pdf


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Disclosure and Transparency

Principle 8: The company should establish corporate disclosure policies and procedures that are practical and in accordance with best practices

and regulatory expectations.

Recommendation 8.1

1. Board establishes corporate disclosure

policies and procedures to ensure a

comprehensive, accurate, reliable and

timely report to shareholders and other

stakeholders that give

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