SELF-RATING GOVERNANCE SCORECARD FOR BOI-REGISTERED ENTERPRISES

(For Medium and Large Enterprises)

ITEM Survey Question Response Information Remarks

Source
Yes/No
Part I. Board Responsibility
1 Has the Board articulated a clear business strategy?
2 Does the company have a Corporate Vision/Mission/Values?
3 Does the company have its own written Corporate Governance
Manual that clearly describes its value system and board
responsibilities?
4 Does the Board of Directors provide a Code of Ethics or Statement
of Business Conduct for all directors and employees?

5 Does the Board have independent directors as members? (Please state how many directors are
there in the Board and how many are
independent directors?)
6 Do you have the following Board Committees, namely: audit, (Please state yes if you have all three.
nomination and compensation? If no, please mention which ones you
have.)
7 Are there independent directors in the above-mentioned Board (Please state how many independent
Committee directors are in each Committee?

8 Does the Board meet regularly? (Please state how many times the
Board meets within a year.)

9 Is the Chairman a non-executive director?

10 Does directors diligently attend meetings (Board and general (Please state if directors were able to
membership)? attend all meetings within the year.)
11 Have board members and senior management executives
participated in the training on Corporate Governance?
12 Does the Board provide a risk management policy? (Please state the company policy.)
13 Does the company clearly distinguish the roles and responsibilities
of the board and management?
14 Does the company conduct an annual performance assessment of
the CEO/President?
15 Does the board conduct assessment of what skills and trainings
the directors need?
16 Does the company have an internal audit operation established as
a separate unit in the company?
17 Does the company perform an annual audit using
SEC accredited external auditors?
Part II. The Role of Shareholders
18 Does the company explicitly mention the safety and welfare of its
employees?
19 Does the company provide a retirement plan/fund or its equivalent
for its employees?
20 Does the company provide a continuing training program for its
employees?
21 Does the company explicitly mention its obligations to
shareholders and creditors?
22 Does the company disclose pending legal and tax proceedings?

Part III. Disclosure and Transparency

23 Does the company’s annual report contain:
a. General information on the company
b. Audited annual accounts
c. Personal details of the company’s directors
d. Basis of board remuneration
e. Business operation and operating risks
f. Information on Corporate Governance
g. Consolidated financial reports
24 Are minutes of the Board meetings available to the shareholders?

25 Does the firm report board meeting attendance of individual

directors?
26 Is the breakdown of shareholdings available?
27 Are their name(s), profile, detail of fees and other engagements of
the external auditor with the company (tax, consulting, etc.)
provided?
28 Is the dividend policy disclosed to the shareholders?
29 Does the company website disclose up-to-date information on the (Please state the information
company disclosed, e.g. business operation,
financial statements, organization and
shareholding structure, notice to call
shareholders' meeting and press
releases)
30 Are issues and decisions during general membership meetings
recorded and disclosed to the shareholders

Part IV. The Rights of Shareholders

LCS-CSD-FORM-OT-SCORECARD
Updated as of 15 January 2016
ITEM Survey Question Response Information Remarks
Source
Yes/No
31 Are all shareholders given regular and disclosure reports on time? (Please state what documents are
provided, e.g., annual reports,
unaudited semi-annual reports,
financial statements, AGM minutes
and attendance records, etc.)
32 Does the company offer other ownership rights beyond voting? (Please state what other rights are
offered, e.g., right to information,
dividends, etc.)
33 Do shareholders have a right to vote on the appointment/removal (If not both, please state which ones
of directors and auditors? are applicable to the shareholders.)

34 Can shareholders vote by proxy, mail or any other means? (Please state if there are any
requirements to exercise the right.)

35 For the same class of shares, does the principle of one share one
vote apply?

36 Do shareholders have a right to vote on major corporate (If not all, please state which ones are
transactions, e.g. acquisitions, disposals, mergers, takeovers? applicable to the shareholders.)

37 Do all shareholders have the right to register and freely transfer

their shares?

38 Do all shareholders have the right to participate and vote during

shareholder meetings?

39 Do shareholders get a 2-week notice before the shareholders’

meeting?

40 Are shareholders provided relevant information at least a week

before the shareholders’ meetings?

Part V. Corporate Social Responsibility

41
Does the company have a policy on Corporate Social
Responsibility?
42 Does the policy clearly articulate its obligations to society and/or
the community?

43 Does the company have CSR programs for the community where
the business operates?

44 Does the company have a manual on how to implement the CSR

programs?

I certify that the above information is true and correct to the best of my knowledge.

Name of Firm :

Registration No./Date :

Registered Product/Activity :

Office Address :

By: ________________________________________

(Authorized Signatory)

Printed Name:

Designation :

Tel./Fax No. :

___________________________________________

1)Independent directors refers to one who: 1) was not formerly employed by the company as an executive;
2) is not an executive of suppliers, customers, etc; 3) is not a relative to the top management team; 4) is not
a commercial banker, investment banker, or lawyer even if no business ties currently exist; and 5) is an
outside director with no interlock directorships with the top management team (e.g. CEOs that
reciprocally serve on each other’s boards).

LCS-CSD-FORM-OT-SCORECARD
Updated as of 15 January 2016