2018 Corporate Governance Seal

The Company integrates in its policies and procedures all applicable health, safety, security, and environmental (HSSE) rules and regulation to protect its employees, the environment, and the general public. For 2018, PNOC EC recognizes the value of competent people leading the job on the ground. The Company ensures that front-line employees and contractors have relevant safety skills and trainings, Basic Occupational Safety and Health (BOSH) and Basic Incident Command System (BICS) training programs were conducted in June and October 2018, respectively. The Company also intensifies employee engagement to communicate best practices and increase employee awareness on timely HSSE issues. These initiatives helped the Company achieve its 2018 goal of maintaining an injury-free performance for the Head Office and field operations. The Company conducted the required safety audits in the Head Office and field offices to check and review operational compliance. The Company took preventive actions to minimize the occurrence of incidents and employed regular safety audits on operational safety and environmental compliance. The decommissioning of COC 41 Mine 1 was safely and successfully completed without any recordable incidents. Consequently, the Safety and Health Association of the Philippine Energy Sector (SHAPES) recognized PNOC EC for the injury-free completion of the COC 41 Mine 1 decommissioning, surface and underground mine equipment rehabilitation, and base camp renovation

See 2018 PNOC EC Annual Report, HSSE, page 18 and 19.

In its exploration sites, PNOC EC is steadfast in its commitment towards preservation of ecological balance through the following: 

(1) Use of environment-friendly and internationally-accepted drilling fluids, equipment, and technology in drilling operations;
(2) Safe conduct of seismic survey, suspending activities during migration of marine mammals (e.g., whales and dolphins) and other endangered marine species, and by hiring marine mammal observers on board seismic vessels during operation to ensure the safety of these animals;
(3) Conduct of Information, Education, and Communication (IEC) campaigns as well as Free, Prior and Informed Consent (FPIC) activities, as mandated by law, in the affected host communities prior to exploration work;
(4) Strict adherence to the terms and conditions of the Environmental Compliance Certificate (ECC) and other permits and clearances; and
(5) Keeping up with good oil and coal industry practices.

The Company adheres to all environmental commitments by strictly complying with the ECC conditions of the Malangas Coal Operations through the conduct of periodic environmental audits, Multi-Partite Monitoring Team (MMT) meetings, compliance with the Environmental Management and Monitoring Plan (EMMP), and other improvements that include updates on best practices. The EMMP, which includes the continuous monitoring of waste water discharges, ambient air, and noise, is in place to reduce the impacts of the project to the environment. Waste segregation and proper handling of hazardous wastes are also being practiced in the sites. In addition, PNOC EC promotes good environmental practices to the Small-Scale Coal Mine (SSCM) permittees through the formulation of the environmental management guidelines specific for SSCM operations. The Company conducted regular environmental and safety inspections at each of SSCM permittees’ sites. For SC 37 Cagayan project, PNOC EC safely conducted land gravity and magnetic surveys during post-harvest season to avoid damage to crops and minimize its effect on the local livelihood. In cases where the original gravity stations were situated in highly vegetated areas, the survey stations were relocated. The Company also employed local personnel on the conduct of the geophysical activity. For 2018, Malangas Coal Operations started the reconstitution process for MMT in compliance with the recently approved DENR Administrative Order (DAO) 2017-15 or the “Guidelines on Public Participation under the Philippine Environmental Impact Statement System” and DAO 2018-18 or “Establishing a Centralized Management and Coordinative Mechanism at the Regional Offices of DENR, MGB and EMB, and designating the DENR Regional Director as the Regional Executive Director Providing Overall Command of Regional Operations”. The said administrative orders, which exclude the project proponent and EMB, aim to ensure improvement of the check-and-balance mechanisms of MMT.

See 2018 PNOC EC Annual Report on Safety Performance, page 18.

See PNOC EC's Annual Reports.

PNOC EC released its 2018 Annual Audit Report 13 days after receipt from COA.

PNOC EC released its 2018 Annual Report 31 days after release of its Annual Audit Report.

The true and fair representation of the annual financial statements/reports is affirmed in the Statement of Management Responsibility signed by the Chairman of the Board, President and CEO and the VP for Management Services/CFO.

See 2018 PNOC EC Annual Report, page 35

1. Republic Act No. 6713
2. Republic Act No. 6713 IRR
3. Company Policy on Discipline
4. Table of Penalties
5. Rules and Regulations on Discipline of Corporate Officers and Secretary Certificate on Board Resolution No. 7-7, S’2012.
6. Republic Act No. 10149
7. GCG Memorandum Circular No. 2012-05
8. Anti-Sexual Harassment Policy

See Board and Committee Meetings Attendance 2018.

See Board and Committee Meetings Attendance 2018.

See Board and Committee Meetings Attendance 2018.

PNOC EC’s Legal Manager, Atty. Armin Noel B. Villamonte, and Legal Counsel, Atty. Maria Mercedes A. Maglaya, have been appointed by the Board of Directors as Assistant Corporate Secretaries.

See Secretary’s Certificate for PNOC EC Board Resolution No. 7-6, Series of 2011 and Secretary’s Certificate for PNOC EC Board Resolution No. 8-2, Series of 2015 

Section 3.15 (b) (vi).

As disclosed in the Company’s Annual Report, the Board of Directors oversee the risk management functions, particularly in the areas of managing credit, market liquidity, operational, legal, reputational, and other risks of PNOC EC.  The Company’s Management regularly reports to the Audit and Risk Management Committee and to the Board of Directors all matters concerning PNOC EC’s material controls and risk management system. 

Refer to Corporate Governance section, of the 2018 PNOC EC Annual Report, pages 24 to 28.

The annual report contains a statement that the Board of Directors oversee the risk management functions, particularly in the areas of managing credit, market liquidity, operational, legal, reputational, and other risks of PNOC EC. The Company’s Management regularly reports to the Audit and Risk Management Committee and to the Board of Directors all matters concerning PNOC EC’s material controls and risk management system. 

Refer to Corporate Governance section, of the 2018 PNOC EC Annual Report, pages 24 to 28.

See Board Assessment Questionnaire.

See Board Assessment Questionnaire.

See Board Assessment Questionnaire.

The Board of Directors Committees conducts an assessment of its performance for the year based on an appraisal system developed for the purpose which determines, among others, (a) the adequacy of the Committee's structure and composition; (b) whether the Committee has fulfilled its responsibilities for PNOC EC's performance; (c) whether the members of the Board work well as a team and communicate properly; and (d) their strengths and weaknesses. 

See Board Committee Assessment Questionnaire – Audit and Risk Management Committee, Board Committee Assessment Questionnaire – Nomination, Remuneration, Education, and Employee Welfare Committee, and  Board Committee Assessment Questionnaire – Project Development and New Ventures Committee.

PNOC EC released its 2018 Annual Audit Report 13 days after receipt from COA.