Corporate Governance

YES.

Chapter VIII, Section 8.1 of the NDC Manual of Corporate Governance:

This Manual incorporates and formally recognizes NDC’s stakeholders with their respective interests as follows:

8.1.1 The government and the general public - holds government funds in a fiduciary capacity. It is government’s interest that NDC must utilize company resources towards fulfilling its mandate to support the government’s thrust of inclusive growth and economic development.

8.1.2 Business Partners/Private Sector - Business partners want to be assured of returns to their business exposures in NDC. To ensure the same, business partners want NDC to practice and observe efficient investment management, prudent financial and resource management, and effective risk management policies in all its business dealings.

8.1.3 Employees - NDC employees expect NDC to provide them with a conducive working environment, adequate compensation package that is in accordance to the GCG Compensation and Position Classification System as well as opportunities for trainings to enhance their professional development.

Chapter VIII, Section 8.2 of the same Manual:

While NDC recognizes and values the interests of each of its stakeholders, the company gives primordial consideration in all its undertakings to the government’s interest above all other factors and parties. NDC exists primarily because it must serve as government’s investment arm.

NDC secondly considers its business partners’ interest in all company dealings. NDC recognizes that the private sector plays a vital role in the company’s operations and business ventures.

Last in the hierarchy is employees’ interest. While being at the lowest echelon, it must be emphasized that NDC highly values its human capital. They form part and parcel to the efficient operations of the company towards its fulfillment of its mandate and in ensuring that NDC serves the interest of its other primary stakeholders-the government and its business partners.

Chapter VIII, Section 8.3 of the same Manual:

The NDC shall recognize the rights of stakeholders, established by law or through mutual agreements, and shall encourage active cooperation with its various stakeholders in the provision of maximized economic and social benefits of its investments and ensuring financial sustainability of its operations. For its part, the NDC shall remain steadfast in its commitment to be equally transparent and consultative to all its stakeholders as embodied in its Vision and Mission Statements.

8.3.1 Duty to be Responsive to Stakeholders - The NDC Board of Directors and Officers accept the position fully aware that he assumes certain responsibilities not only to NDC but also with different constituencies or Stakeholders, who have the right to expect that NDC is being run in a prudent manner and with due regard to the interests of all its Stakeholders as enumerated in Section 8.1:

8.3.2 Communication with Stakeholders - NDC abides by the principle of transparency in government transactions.

It strictly observes the 15-day period mandated by Civil Service Rules within which to address all communications from the public, be it electronically or through traditional means of communication. The company takes pride as well in being an ISO 9001:2008 certified where mandatory turn-around time for all transactions, such as addressing communications from its stakeholders, are strictly adhered to and are well-entrenched in the standard operating instructions (SOIs) of all its work groups.

NDC has also a website in which duly approved company disclosures are announced. Along with this is a web-based system, the Strategic Business Dash Board which enables its stakeholders to have a glimpse of the company’s business portfolio through the web in real time. The dashboard is linked with the NDC website.

NDC’s electronic and interactive citizens charter is also positioned at the company’s lobby for easy and immediate access of company clients. Important company undertakings and milestones are also announced through the same.

8.3.3 System of addressing conflict in the interest of NDC’s stakeholders - The Company follows a Manual of Approvals which defines the limits and powers of the Board of Directors and Management in all company decisions. Big stake projects are usually presented for due consideration of the Board of Directors and are thereafter addressed and implemented by Management.

In case of conflict of interest by its stakeholder, the NDC Board of Directors gives due consideration and weight to each stakeholder’s interest in accordance with the system of hierarchy stated above.

The company as well adheres and adopts the principles embodied in the alternative dispute resolution system to settle disputes between and among its stakeholders.

8.3.4 System of Accounting How NDC has served the Interest of its Stakeholders - NDC takes concerted effort in gathering its stakeholder’s evaluation of the company’s performance relative to serving its stakeholders’ interest. The company implements an annual customer feedback survey through a commissioned third party in order to ensure objectivity in the survey results.

There is as well a Customer Service Index built-in in the company dashboard which aims to gather customer feedback as to the services rendered by NDC to its clients.

Recognition and respect of stakeholders’ rights established by law or through mutual agreements. The State, as the dominant shareholder of NDC controls the decision-making and is in a position to decide to the detriment of the stakeholders. NDC shall establish mechanisms and procedures to protect stakeholder rights. Recognizing the vital contribution of other stakeholders, NDC shall ensure that stakeholders have access to relevant, sufficient and reliable information on a timely and regular basis to be able to exercise their rights and has access to legal redress in the event of their rights are violated

Various Stakeholders - lntegrity and honesty in dealings with customers is necessary for a successful and sustained business relationship. NDC shall operate highly effective and efficient organization, focused on meeting its various stakeholder’s objectives with the aim of providing services, which give fair value and consistent quality, reliability and safety in return for the price, paid for the same.

NDC shall adhere with its Quality Management System enumerating its various standard operating procedures, continuous improvement among others and the skills of the staff, to take best advantage of advances in all aspect.

Chapter VIII, Section 8.9 of the same Manual:

Various Stakeholders - lntegrity and honesty in dealings with customers is necessary for a successful and sustained business relationship. NDC shall operate highly effective and efficient organization, focused on meeting its various stakeholder’s objectives with the aim of providing services, which give fair valueand consistent quality, reliability and safety in return for the price, paid for the same.

NDC shall adhere with its Quality Management System enumerating its various standard operating procedures, continuous improvement among others and the skills of the staff, to take best advantage of advances in all aspect.

YES.

Chapter VIII, Section 8.5 of the NDC Manual of Corporate Governance:

As an integral part of the National Government, NDC is inherently mandated to be socially responsible, to act and operate as good corporate citizens. The Governing Board shall recognize and perform the NDC obligations to the National Government, its major stakeholders, employees, suppliers, customers, and other stakeholders and the communities in which it operates.

The Board shall apply high ethical standards in the organization with checks and balances that will ensure the corporation is protected from deviation from these standards in the course of the interaction of business considerations with political and public policy ones. NDC shall develop an internal code of ethics that would give clear and detailed guidance as to the expected conduct of all employees and disciplinary measures for non-compliance therewith. The internal code of ethics should include guidance on procurement processes, as well as develop specific mechanisms protecting and encouraging stakeholders, and particularly employees, to report on illegal or unethical conduct by corporate officers.

YES. NDC practices its commitment as a responsible corporate citizen and steward by catalyzing efforts for economic development. These efforts are anchored on three (3) CSR themes: Investing in Development, Capacitating Communities, and Rebuilding Lives.

Chapter VIII, Section 8.12 of the NDC Manual of Corporate Governance:

NDC acknowledges that there are inevitable environmental impacts associated with its daily operations. NDC goal is for it to minimize harmful effects and consider the development and implementation of environmental standards to achieve this to be of great importance. NDC encourages the 3Rs: Reduce, Reuse, and Recycle.

ln the course of the operations of the GOCC, it should identify opportunities to reduce consumption of energy, water, and other natural resources. NDC shall strive to reuse and recycle where possible and dispose of non-recyclable items responsibly, thereby minimizing its impact on the environment. NDC shall adopt simple, environmentally friendly initiatives, to raise awareness among the members of the communities it affects.

YES.

NDC signed a Memorandum of Understanding agreement with the following companies/organizations:

1. January 22, 2024 - Knowledge Partnership with BRINC

2. January 23, 2024 - Knowledge Partnership with AHG Lab

3. February 8, 2024 - AIESEC Philippines, Bughaw Creative Collective, and StartUp Village

4. May 28, 2024 - Cybercrime Investigation and Coordinating Center

5. June 19-21, 2024 - Cebu Chamber of Commerce and Industry, Inc., establishing Cebu as the first expansion of the Philippine Innovation Hub

6. August 8, 2024 - Knowledge partnership with Ateneo de Manila University, Game Developers Association of the Philippines, Meet Ventures, Twala, and Leave a Nest Philippines

On January 28, 2024, NDC participated in the Bagong Pilipinas Kick-off Rally at the Quirino Grandstand, Manila.

On February 16, 2024, NDC held its first mixer event for 2024 with its Knowledge Partners and Co-Investment Partners

On March 11, 2024, NDC joined the International Women's Day event focused on addressing poverty and strengthening institutions and financing

On May 6, 2024, NDC received acknowledgement for substantial financial contributions to the country during the 2024 Government-Owned or Controlled Corporations day at the Philippine International Convention Center (PICC).

On June 4, 2024, NDC signs a “Pledge to Sustainable Governance” during GCG’s 13th anniversary at the PICC

On June 11, 2024, TRB and NDC signed an agreement for the acquisition of the NDC Pandacan Property for the continuation of the Skyway Stage 3 Project.

On June 12, 2024, NDC participated in Kalayaan 2024 as part of the National Independence Day celebration.

On August 1, 2024, NDC donated relief goods for flood victims in Marikina City.

On August 15, 2024, NDC released the PhP 70 million funding to Manila Healthtek, Inc.

On October 23, 2024, NDC launched the all-gender public restrooms at the NDC Building, Salcedo Village, Makati City.

YES.

Section 8 of the NDC Whistleblowing Policy:

Procedures in Handling Whistleblowing Reports

a. Filing of Whistleblowing Reports (WR)

a.1 Who may File – Any concerned individual or NDC employee who witnesses or becomes aware of any attempted, ongoing or consummated Reportable Conditions involving any NDC employee may file the WR.

The Whistleblower who files the WR anonymously may choose to provide a manner by which he/she can be contacted without jeopardizing his/her anonymity. Such means shall include, but not limited to using an e-mail, a pre-paid mobile number and the like.

a.2 Where to File – The WR shall be filed with the NDC-WC or through any of the Reporting Channels.

a.3 Form of the WR – The WR must be in writing and shall contain the following:

i. The Respondent must be clearly identified by his/her full name and position;

ii. The specific conditions, actions and/or omissions being complained about, as well as the corresponding laws, rules and regulations allegedly violated;

iii. Documentary and other evidence to support the allegations.

b. Preliminary Evaluation of the WR

b.1 The NDC-WC will make the initial determination of whether or not the information provided may be considered as a Reportable Condition. If the NDC-WC determines that such information does not qualify as a Reportable Condition, the same shall be treated as ordinary complaint which will be acted on accordingly in accordance with applicable NDC policy, or existing rules and regulations.

The NDC-WC reserves the right to disregard WRs that are vague, ambiguous, patently without merit, or are clearly harassment complaint against the Respondent. The NDC-WC shall communicate its initial findings on such WRs to the Whistleblower who will be given the opportunity to substantiate the same, failing to do so, the matters raised in the WRs will be considered closed and terminated.

c. Full Investigation

c.1 If the NDC-WC finds the WR to be sufficient in form and substance, the NDC-WC shall conduct an investigation, part of which will involve informing the Respondent of the allegations against him/her and requiring the Respondent to submit comments within fifteen (15) calendar days from receipt thereof.

The NDC-WC shall furnish the Whistleblower a copy of the comments of the Respondent, and shall give him/her the opportunity to provide more information or controverting evidence within fifteen (15) calendar days from receipt of the copy of the Respondent’s comments. If the Whistleblower submits additional information or evidence, the NDC-WC shall likewise give the Respondent the opportunity to submit rebutting evidence within ten (10) calendar days from receipt thereof.

c.2 If the NDC-WC is satisfied that all the information and evidence necessary for the resolution/decision of the WR are ready on hand, it may proceed to draft the corresponding resolution/decision of the WR and submit its recommendation the General Manager and the NDC Board of Directors.

d. Final action on the NDC-WC’s Report

d.1 In cases of WR filed against NDC employees (other than the members of the Board), the NDC Board of Directors, in consideration of the resolution/decision and/or recommendation of the NDC-WC, may pursue any of the following actions:

i. Dismiss the WR for want of palpable merit;

ii. impose disciplinary action or sanction against the Respondent pursuant to existing rules and regulations;

iii. Indorse to the proper Government Agency, such as the Office of the Ombudsman and/or Civil Service Commission, the pursuit of the criminal and/or administrative processes against the Respondent;

iv. Enjoin the NDC Management to comply with applicable laws or jurisprudence and/or undertake corrective measures to address the matters raised in the WR; and

v. Consider the NDC-WC report closed and terminated if the response of the Respondent is found to be adequate.

d.2 In cases of WRs filed against the members of the NDC Board of Directors, the NDC-WC shall submit its recommendation to the Governance Commission for GOCCs for appropriate action.

YES.

Section 10 of the NDC Whistleblowing Policy:

Protection of a Whistleblower against Retaliation – Retaliatory acts against whistleblower who submits WRs in good faith shall not be tolerated by the NDC which shall extend all possible assistance to the whistleblower under the law and given the circumstances. Such retaliatory acts may include:

a. Discrimination or harassment in the workplace;

b. Demotion;

c. Reduction in salary benefits;

d. Termination of contract;

e. Evident bias in the performance evaluation; and

f. Any acts or threats that adversely affect the rights and interests of the whistleblower

Any whistleblowing report/complaint which is to be heard by the WC shall be with the representation from the registered and sole bargaining agent of rank and file personnel, in case the whistleblower is a rank and file employee; or from the recognized association of managers/executives, in case the whistleblower is an official of the NDC.

The whistleblower if he/she desires may be assisted by a counsel of his/her choice. However, the expenses incidental to the prosecution of his report/complaint should be on his/her sole account and in no case shall be charged to the NDC.

YES.

Section 8 of the NDC Whistleblowing Policy

Procedures in Handling Whistleblowing Reports

a. Filing of Whistleblowing Reports (WR)

a.1 Who may File – Any concerned individual or NDC employee who witnesses or becomes aware of any attempted, ongoing or consummated Reportable Conditions involving any NDC employee may file the WR.

The Whistleblower who files the WR anonymously may choose to provide a manner by which he/she can be contacted without jeopardizing his/her anonymity. Such means shall include, but not limited to using an e-mail, a pre-paid mobile number and the like.

a.2 Where to File – The WR shall be filed with the NDC-WC or through any of the Reporting Channels.

a.3 Form of the WR – The WR must be in writing and shall contain the following:

i. The Respondent must be clearly identified by his/her full name and position;

ii. The specific conditions, actions and/or omissions being complained about, as well as the corresponding laws, rules and regulations allegedly violated;

iii. Documentary and other evidence to support the allegations.

b. Preliminary Evaluation of the WR

b.1 The NDC-WC will make the initial determination of whether or not the information provided may be considered as a Reportable Condition. If the NDC-WC determines that such information does not qualify as a Reportable Condition, the same shall be treated as ordinary complaint which will be acted on accordingly in accordance with applicable NDC policy, or existing rules and regulations.

The NDC-WC reserves the right to disregard WRs that are vague, ambiguous, patently without merit, or are clearly harassment complaint against the Respondent. The NDC-WC shall communicate its initial findings on such WRs to the Whistleblower who will be given the opportunity to substantiate the same, failing to do so, the matters raised in the WRs will be considered closed and terminated.

c. Full Investigation

c.1 If the NDC-WC finds the WR to be sufficient in form and substance, the NDC-WC shall conduct an investigation, part of which will involve informing the Respondent of the allegations against him/her and requiring the Respondent to submit comments within fifteen (15) calendar days from receipt thereof.

The NDC-WC shall furnish the Whistleblower a copy of the comments of the Respondent, and shall give him/her the opportunity to provide more information or controverting evidence within fifteen (15) calendar days from receipt of the copy of the Respondent’s comments. If the Whistleblower submits additional information or evidence, the NDC-WC shall likewise give the Respondent the opportunity to submit rebutting evidence within ten (10) calendar days from receipt thereof.

c.2 If the NDC-WC is satisfied that all the information and evidence necessary for the resolution/decision of the WR are ready on hand, it may proceed to draft the corresponding resolution/decision of the WR and submit its recommendation the General Manager and the NDC Board of Directors.

d. Final action on the NDC-WC’s Report

d.1 In cases of WR filed against NDC employees (other than the members of the Board), the NDC Board of Directors, in consideration of the resolution/decision and/or recommendation of the NDC-WC, may pursue any of the following actions:

i. Dismiss the WR for want of palpable merit;

ii. impose disciplinary action or sanction against the Respondent pursuant to existing rules and regulations;

iii. Indorse to the proper Government Agency, such as the Office of the Ombudsman and/or Civil Service Commission, the pursuit of the criminal and/or administrative processes against the Respondent;

iv. Enjoin the NDC Management to comply with applicable laws or jurisprudence and/or undertake corrective measures to address the matters raised in the WR; and

v. Consider the NDC-WC report closed and terminated if the response of the Respondent is found to be adequate.

d.2 In cases of WRs filed against the members of the NDC Board of Directors, the NDC-WC shall submit its recommendation to the Governance Commission for GOCCs for appropriate action.

YES. The NDC hereby adopts a “No Gift Policy” in accordance with GCG Memorandum Circular No. 2012-07 – Code of Corporate Governance for GOCCs, and pursuant to the pertinent provisions of Republic Act No. 6713, otherwise known as the “Code of Conduct and Ethical Standards for Public Officials and Employees”, and Republic Act No. 3019, otherwise known as the “Anti-Graft and Corrupt Practices Act.

Chapter V, Section 5.8 of the NDC Manual of Corporate Governance

NDC adopts a “No Gift Policy”. A Director or Officer shall not solicit, nor accept directly or indirectly, any gift, gratuity, favor, entertainment, loan, or anything of monetary value (“gift”) from any person where such Gift:

5.8.1 Would be illegal or in violation of law;

5.8.2 Is part of an attempt or agreement to do anything in return;

5.8.3 Has a value beyond what is normal and customary in NDC’s business;

5.8.4 Is being made to influence the member of the Board’s or Officer’s actions as such; or

5.8.5 Could create the appearance of a conflict of interest.

YES. Since NDC Board of Directors are EX-OFFICIO/Department Secretaries, their professional education programmes are administered by their respective agency/department.

Fit and Proper Rule – All members of the Board, the GM, and other Officers of NDC including Appointive Directors in Subsidiaries and Affiliates shall be qualified by the Fit and Proper rule adopted by the GCG in consultation and coordination with the DTI to which NDC is attached, and approved by the President and shall include by reference the qualifications expressly provided for in the Charter.

To maintain the quality of management of NDC, the GCG in coordination with the DTI, shall subject to the approval of the President, prescribe, pass upon, and review the qualifications and disqualifications of individuals appointed as Directors, CEO, and other Executive Officers and shall disqualify those found unfit.

In determining whether an individual is fit and proper to hold the position of an Appointive Directors, GM or Executive Officer of NDC due regard shall be given to one’s integrity, experience, education, training and competence.

Chapter III, Section 3.15.4 (c) of the NDC Manual of Corporate Governance states that the Governance Committee shall be responsible for the following:

xxxx

(c) Recommend to the Board regarding the continuing education of Directors, assignment to Board Committees, succession plan for Executive Officers and their remuneration commensurate with corporate and individual performance; and
serve.

xxxx

Chapter X, Section 10.8 of the same Manual states that the Board and Management shall ensure the thorough dissemination of this Code to all employees and third parties and shall enjoin the development of organizational policies and processes consistent with this code.

Chapter X, Section 10.10 of the same Manual provides that NDC shall allocate funds for the conduct of an orientation program to operationalize this Code and for the continued education and training of all officers and employees to ensure compliance with this Code.

YES.

Chapter VIII, Section 8.1 of the NDC Manual of Corporate Governance:

This Manual incorporates and formally recognizes NDC’s stakeholders with their respective interests as follows:

8.1.1 The government and the general public - holds government funds in a fiduciary capacity. It is government’s interest that NDC must utilize company resources towards fulfilling its mandate to support the government’s thrust of inclusive growth and economic development.

8.1.2 Business Partners/Private Sector - Business partners want to be assured of returns to their business exposures in NDC. To ensure the same, business partners want NDC to practice and observe efficient investment management, prudent financial and resource management, and effective risk management policies in all its business dealings.

8.1.3 Employees - NDC employees expect NDC to provide them with a conducive working environment, adequate compensation package that is in accordance to the GCG Compensation and Position Classification System as well as opportunities for trainings to enhance their professional development.

Chapter VIII, Section 8.2 of the same Manual:

While NDC recognizes and values the interests of each of its stakeholders, the company gives primordial consideration in all its undertakings to the government’s interest above all other factors and parties. NDC exists primarily because it must serve as government’s investment arm.

NDC secondly considers its business partners’ interest in all company dealings. NDC recognizes that the private sector plays a vital role in the company’s operations and business ventures.

Last in the hierarchy is employees’ interest. While being at the lowest echelon, it must be emphasized that NDC highly values its human capital. They form part and parcel to the efficient operations of the company towards its fulfillment of its mandate and in ensuring that NDC serves the interest of its other primary stakeholders-the government and its business partners.

Chapter VIII, Section 8.3 of the same Manual:

The NDC shall recognize the rights of stakeholders, established by law or through mutual agreements, and shall encourage active cooperation with its various stakeholders in the provision of maximized economic and social benefits of its investments and ensuring financial sustainability of its operations. For its part, the NDC shall remain steadfast in its commitment to be equally transparent and consultative to all its stakeholders as embodied in its Vision and Mission Statements.

8.3.1 Duty to be Responsive to Stakeholders - The NDC Board of Directors and Officers accept the position fully aware that he assumes certain responsibilities not only to NDC but also with different constituencies or Stakeholders, who have the right to expect that NDC is being run in a prudent manner and with due regard to the interests of all its Stakeholders as enumerated in Section 8.1:

8.3.2 Communication with Stakeholders - NDC abides by the principle of transparency in government transactions.

It strictly observes the 15-day period mandated by Civil Service Rules within which to address all communications from the public, be it electronically or through traditional means of communication. The company takes pride as well in being an ISO 9001:2008 certified where mandatory turn-around time for all transactions, such as addressing communications from its stakeholders, are strictly adhered to and are well-entrenched in the standard operating instructions (SOIs) of all its work groups.

NDC has also a website in which duly approved company disclosures are announced. Along with this is a web-based system, the Strategic Business Dash Board which enables its stakeholders to have a glimpse of the company’s business portfolio through the web in real time. The dashboard is linked with the NDC website.

NDC’s electronic and interactive citizens charter is also positioned at the company’s lobby for easy and immediate access of company clients. Important company undertakings and milestones are also announced through the same.

8.3.3 System of addressing conflict in the interest of NDC’s stakeholders - The Company follows a Manual of Approvals which defines the limits and powers of the Board of Directors and Management in all company decisions. Big stake projects are usually presented for due consideration of the Board of Directors and are thereafter addressed and implemented by Management.

In case of conflict of interest by its stakeholder, the NDC Board of Directors gives due consideration and weight to each stakeholder’s interest in accordance with the system of hierarchy stated above.

The company as well adheres and adopts the principles embodied in the alternative dispute resolution system to settle disputes between and among its stakeholders.

8.3.4 System of Accounting How NDC has served the Interest of its Stakeholders - NDC takes concerted effort in gathering its stakeholder’s evaluation of the company’s performance relative to serving its stakeholders’ interest. The company implements an annual customer feedback survey through a commissioned third party in order to ensure objectivity in the survey results.

There is as well a Customer Service Index built-in in the company dashboard which aims to gather customer feedback as to the services rendered by NDC to its clients.

Recognition and respect of stakeholders’ rights established by law or through mutual agreements. The State, as the dominant shareholder of NDC controls the decision-making and is in a position to decide to the detriment of the stakeholders. NDC shall establish mechanisms and procedures to protect stakeholder rights. Recognizing the vital contribution of other stakeholders, NDC shall ensure that stakeholders have access to relevant, sufficient and reliable information on a timely and regular basis to be able to exercise their rights and has access to legal redress in the event of their rights are violated

Various Stakeholders - lntegrity and honesty in dealings with customers is necessary for a successful and sustained business relationship. NDC shall operate highly effective and efficient organization, focused on meeting its various stakeholder’s objectives with the aim of providing services, which give fair value and consistent quality, reliability and safety in return for the price, paid for the same.

NDC shall adhere with its Quality Management System enumerating its various standard operating procedures, continuous improvement among others and the skills of the staff, to take best advantage of advances in all aspect.

Chapter VIII, Section 8.9 of the same Manual:

Various Stakeholders - lntegrity and honesty in dealings with customers is necessary for a successful and sustained business relationship. NDC shall operate highly effective and efficient organization, focused on meeting its various stakeholder’s objectives with the aim of providing services, which give fair valueand consistent quality, reliability and safety in return for the price, paid for the same.

NDC shall adhere with its Quality Management System enumerating its various standard operating procedures, continuous improvement among others and the skills of the staff, to take best advantage of advances in all aspect.

YES.

Chapter VIII, Section 8.5 of the NDC Manual of Corporate Governance:

As an integral part of the National Government, NDC is inherently mandated to be socially responsible, to act and operate as good corporate citizens. The Governing Board shall recognize and perform the NDC obligations to the National Government, its major stakeholders, employees, suppliers, customers, and other stakeholders and the communities in which it operates.

The Board shall apply high ethical standards in the organization with checks and balances that will ensure the corporation is protected from deviation from these standards in the course of the interaction of business considerations with political and public policy ones. NDC shall develop an internal code of ethics that would give clear and detailed guidance as to the expected conduct of all employees and disciplinary measures for non-compliance therewith. The internal code of ethics should include guidance on procurement processes, as well as develop specific mechanisms protecting and encouraging stakeholders, and particularly employees, to report on illegal or unethical conduct by corporate officers.

YES. NDC practices its commitment as a responsible corporate citizen and steward by catalyzing efforts for economic development. These efforts are anchored on three (3) CSR themes: Investing in Development, Capacitating Communities, and Rebuilding Lives.

Chapter VIII, Section 8.12 of the NDC Manual of Corporate Governance:

NDC acknowledges that there are inevitable environmental impacts associated with its daily operations. NDC goal is for it to minimize harmful effects and consider the development and implementation of environmental standards to achieve this to be of great importance. NDC encourages the 3Rs: Reduce, Reuse, and Recycle.

ln the course of the operations of the GOCC, it should identify opportunities to reduce consumption of energy, water, and other natural resources. NDC shall strive to reuse and recycle where possible and dispose of non-recyclable items responsibly, thereby minimizing its impact on the environment. NDC shall adopt simple, environmentally friendly initiatives, to raise awareness among the members of the communities it affects.

YES. NDC's customer is the National Government and its people. It has invested for a Gamma Irradiation Project that decontaminates food products for the safety of food consumers.

Currently, NDC is also exploring the establishment of a Vaccine Manufacturing Facility in the Philippines to ensure self-sufficiency and less reliance on the availability of imported vaccines for various diseases.

NDC Guidelines on Occupational Safety and Health Standards for NDC is aimed at protecting all NDC employees, including job orders, contract of services, individual, and institutional contractors from the dangers of injury, sickness, or death in the workplace through the adoption of safe and healthy working conditions to ensure preservation of human lives and resources and prevent loss/damage of properties.

The DPWH in partnership with City of Las Piñas and in coordination with NDC built a Ligtas III, COVID-19 Quarantine Isolation Facility at the GYREI-owned property in Las Piñas City.

Chapter VIII, Section 8.11 of the NDC Manual of Corporate Governance

NDC shall ensure a safe and healthy working environment for all its employees, outside contractors, and visitors. NDC shall comply with all relevant local legislations or regulations and best practice guidelines recommended by national health and safety authorities. The staff should be informed regarding the policies and practices of the NDC in order to maintain a healthy, safe, and enjoyable environment.

YES. Since the company's main customer is the national government and its people, NDC has a diverse investment portfolio. It has environmentally-friendly investment in the Industry of Renewal Energy such as Hydropower in Rizal, Philippines and Bioenergy in San Carlos, Negros Occidental.

The Rizal Hydropower Plant resumed its operations in December 2, 2022.

Chapter VIII, Section 8.12 of the NDC Manual of Corporate Governance

NDC acknowledges that there are inevitable environmental impacts associated with its daily operations. NDC goal is for it to minimize harmful effects and consider the development and implementation of environmental standards to achieve this to be of great importance. NDC encourages the 3Rs: Reduce, Reuse, and Recycle.

In the course of the operations of the GOCC, it should identify opportunities to reduce consumption of energy, water, and other natural resources. NDC shall strive to reuse and recycle where possible and dispose of non-recyclable items responsibly, thereby minimizing its impact on the environment. NDC shall adopt simple, environmentally friendly initiatives, to raise awareness among the members of the communities it affects.

YES. The DPWH in partnership with City of Las Piñas and in coordination with NDC built a Ligtas III, COVID-19 Quarantine Isolation Facility at the GYREI-owned property in Las Piñas City.

The NDC Innovation Hub serves as a venue for the capacity building of individuals and businesses.

Chapter X, Section 10.1 of the NDC Manual of Corporate Governance

The essence of corporate governance is transparency, the more transparent the internal workings of NDC are, and the more difficult it will be for the Board and/or Management to mismanage NDC or to misappropriate its assets. It is therefor imperative for NDC to have a timely and accurate disclosure on all material matters regarding NDC, including its financial situation, performance and governance.

Chapter X, Section 10.2.4 of the same Manual

In accordance with Sec. 25 of the Act, NDC shall maintain a website and post therein for unrestricted access

10.2.4 On Governance Matters

xxx

(e) CSR Statement; and

xxx

CSR statement and activities are posted in the website.

YES.

Section 8 of the NDC Whistleblowing Policy:

Procedures in Handling Whistleblowing Reports

a. Filing of Whistleblowing Reports (WR)

a.1 Who may File – Any concerned individual or NDC employee who witnesses or becomes aware of any attempted, ongoing or consummated Reportable Conditions involving any NDC employee may file the WR.

The Whistleblower who files the WR anonymously may choose to provide a manner by which he/she can be contacted without jeopardizing his/her anonymity. Such means shall include, but not limited to using an e-mail, a pre-paid mobile number and the like.

a.2 Where to File – The WR shall be filed with the NDC-WC or through any of the Reporting Channels.

a.3 Form of the WR – The WR must be in writing and shall contain the following:

i. The Respondent must be clearly identified by his/her full name and position;

ii. The specific conditions, actions and/or omissions being complained about, as well as the corresponding laws, rules and regulations allegedly violated;

iii. Documentary and other evidence to support the allegations.

b. Preliminary Evaluation of the WR

b.1 The NDC-WC will make the initial determination of whether or not the information provided may be considered as a Reportable Condition. If the NDC-WC determines that such information does not qualify as a Reportable Condition, the same shall be treated as ordinary complaint which will be acted on accordingly in accordance with applicable NDC policy, or existing rules and regulations.

The NDC-WC reserves the right to disregard WRs that are vague, ambiguous, patently without merit, or are clearly harassment complaint against the Respondent. The NDC-WC shall communicate its initial findings on such WRs to the Whistleblower who will be given the opportunity to substantiate the same, failing to do so, the matters raised in the WRs will be considered closed and terminated.

c. Full Investigation

c.1 If the NDC-WC finds the WR to be sufficient in form and substance, the NDC-WC shall conduct an investigation, part of which will involve informing the Respondent of the allegations against him/her and requiring the Respondent to submit comments within fifteen (15) calendar days from receipt thereof.

The NDC-WC shall furnish the Whistleblower a copy of the comments of the Respondent, and shall give him/her the opportunity to provide more information or controverting evidence within fifteen (15) calendar days from receipt of the copy of the Respondent’s comments. If the Whistleblower submits additional information or evidence, the NDC-WC shall likewise give the Respondent the opportunity to submit rebutting evidence within ten (10) calendar days from receipt thereof.

c.2 If the NDC-WC is satisfied that all the information and evidence necessary for the resolution/decision of the WR are ready on hand, it may proceed to draft the corresponding resolution/decision of the WR and submit its recommendation the General Manager and the NDC Board of Directors.

d. Final action on the NDC-WC’s Report

d.1 In cases of WR filed against NDC employees (other than the members of the Board), the NDC Board of Directors, in consideration of the resolution/decision and/or recommendation of the NDC-WC, may pursue any of the following actions:

i. Dismiss the WR for want of palpable merit;

ii. impose disciplinary action or sanction against the Respondent pursuant to existing rules and regulations;

iii. Indorse to the proper Government Agency, such as the Office of the Ombudsman and/or Civil Service Commission, the pursuit of the criminal and/or administrative processes against the Respondent;

iv. Enjoin the NDC Management to comply with applicable laws or jurisprudence and/or undertake corrective measures to address the matters raised in the WR; and

v. Consider the NDC-WC report closed and terminated if the response of the Respondent is found to be adequate.

d.2 In cases of WRs filed against the members of the NDC Board of Directors, the NDC-WC shall submit its recommendation to the Governance Commission for GOCCs for appropriate action.

YES.

Section 10 of the NDC Whistleblowing Policy:

Protection of a Whistleblower against Retaliation – Retaliatory acts against whistleblower who submits WRs in good faith shall not be tolerated by the NDC which shall extend all possible assistance to the whistleblower under the law and given the circumstances. Such retaliatory acts may include:

a. Discrimination or harassment in the workplace;

b. Demotion;

c. Reduction in salary benefits;

d. Termination of contract;

e. Evident bias in the performance evaluation; and

f. Any acts or threats that adversely affect the rights and interests of the whistleblower

Any whistleblowing report/complaint which is to be heard by the WC shall be with the representation from the registered and sole bargaining agent of rank and file personnel, in case the whistleblower is a rank and file employee; or from the recognized association of managers/executives, in case the whistleblower is an official of the NDC.

The whistleblower if he/she desires may be assisted by a counsel of his/her choice. However, the expenses incidental to the prosecution of his report/complaint should be on his/her sole account and in no case shall be charged to the NDC.

YES.

Section 8 of the NDC Whistleblowing Policy

Procedures in Handling Whistleblowing Reports

a. Filing of Whistleblowing Reports (WR)

a.1 Who may File – Any concerned individual or NDC employee who witnesses or becomes aware of any attempted, ongoing or consummated Reportable Conditions involving any NDC employee may file the WR.

The Whistleblower who files the WR anonymously may choose to provide a manner by which he/she can be contacted without jeopardizing his/her anonymity. Such means shall include, but not limited to using an e-mail, a pre-paid mobile number and the like.

a.2 Where to File – The WR shall be filed with the NDC-WC or through any of the Reporting Channels.

a.3 Form of the WR – The WR must be in writing and shall contain the following:

i. The Respondent must be clearly identified by his/her full name and position;

ii. The specific conditions, actions and/or omissions being complained about, as well as the corresponding laws, rules and regulations allegedly violated;

iii. Documentary and other evidence to support the allegations.

b. Preliminary Evaluation of the WR

b.1 The NDC-WC will make the initial determination of whether or not the information provided may be considered as a Reportable Condition. If the NDC-WC determines that such information does not qualify as a Reportable Condition, the same shall be treated as ordinary complaint which will be acted on accordingly in accordance with applicable NDC policy, or existing rules and regulations.

The NDC-WC reserves the right to disregard WRs that are vague, ambiguous, patently without merit, or are clearly harassment complaint against the Respondent. The NDC-WC shall communicate its initial findings on such WRs to the Whistleblower who will be given the opportunity to substantiate the same, failing to do so, the matters raised in the WRs will be considered closed and terminated.

c. Full Investigation

c.1 If the NDC-WC finds the WR to be sufficient in form and substance, the NDC-WC shall conduct an investigation, part of which will involve informing the Respondent of the allegations against him/her and requiring the Respondent to submit comments within fifteen (15) calendar days from receipt thereof.

The NDC-WC shall furnish the Whistleblower a copy of the comments of the Respondent, and shall give him/her the opportunity to provide more information or controverting evidence within fifteen (15) calendar days from receipt of the copy of the Respondent’s comments. If the Whistleblower submits additional information or evidence, the NDC-WC shall likewise give the Respondent the opportunity to submit rebutting evidence within ten (10) calendar days from receipt thereof.

c.2 If the NDC-WC is satisfied that all the information and evidence necessary for the resolution/decision of the WR are ready on hand, it may proceed to draft the corresponding resolution/decision of the WR and submit its recommendation the General Manager and the NDC Board of Directors.

d. Final action on the NDC-WC’s Report

d.1 In cases of WR filed against NDC employees (other than the members of the Board), the NDC Board of Directors, in consideration of the resolution/decision and/or recommendation of the NDC-WC, may pursue any of the following actions:

i. Dismiss the WR for want of palpable merit;

ii. impose disciplinary action or sanction against the Respondent pursuant to existing rules and regulations;

iii. Indorse to the proper Government Agency, such as the Office of the Ombudsman and/or Civil Service Commission, the pursuit of the criminal and/or administrative processes against the Respondent;

iv. Enjoin the NDC Management to comply with applicable laws or jurisprudence and/or undertake corrective measures to address the matters raised in the WR; and

v. Consider the NDC-WC report closed and terminated if the response of the Respondent is found to be adequate.

d.2 In cases of WRs filed against the members of the NDC Board of Directors, the NDC-WC shall submit its recommendation to the Governance Commission for GOCCs for appropriate action.

YES. The NDC hereby adopts a “No Gift Policy” in accordance with GCG Memorandum Circular No. 2012-07 – Code of Corporate Governance for GOCCs, and pursuant to the pertinent provisions of Republic Act No. 6713, otherwise known as the “Code of Conduct and Ethical Standards for Public Officials and Employees”, and Republic Act No. 3019, otherwise known as the “Anti-Graft and Corrupt Practices Act.

Chapter V, Section 5.8 of the NDC Manual of Corporate Governance

NDC adopts a “No Gift Policy”. A Director or Officer shall not solicit, nor accept directly or indirectly, any gift, gratuity, favor, entertainment, loan, or anything of monetary value (“gift”) from any person where such Gift:

5.8.1 Would be illegal or in violation of law;

5.8.2 Is part of an attempt or agreement to do anything in return;

5.8.3 Has a value beyond what is normal and customary in NDC’s business;

5.8.4 Is being made to influence the member of the Board’s or Officer’s actions as such; or

5.8.5 Could create the appearance of a conflict of interest.

The Audit and Risk Management Committee scheduled its meeting on August 14, 2023. The only item discussed was the audited financial statement since there were no newly appointed internal auditors for the period in review.

Chapter III, Section 3.15.2 of the NDC Manual of Corporate Governance

Chapter III, Section 3.15.2 of the NDC Manual of Corporate Governance

The Audit Committee shall be responsible for the following:

(a) Oversee, monitor, and evaluate the adequacy and effectiveness of NDC’s internal control system, engage and provide oversight of the NDCs internal and external auditors and coordinate with the Commission on Audit (COA);

(b) Review and approve audit scope and frequency, and the annual internal audit plan, quarterly, semi-annual and annual financial statements before submission to the Board, focusing on changes in accounting policies and practices, major judgmental areas, significant adjustments resulting from the audit, going concern assumptions, compliance with accounting standards, and compliance with tax, legal, regulatory and COA requirements.

(c) Receive and review reports of internal and external auditors and regulatory agencies and ensure that Management is taking appropriate and corrective actions, in a timely manner in addressing control and compliance functions with regulatory agencies;

(d) Ensure that internal auditors have free and full access to all NDC’s records, properties and personnel relevant to and required by its functions and that the internal audit activity shall be free from interference in determining its scope, performing its work and communicating its results; and

(e) Develop a transparent financial management system that will ensure the integrity of internal control activities throughout NDC through a procedures and policies handbook that will be used by the entire organization.

YES. Since NDC Board of Directors are EX-OFFICIO/Department Secretaries, their professional education programmes are administered by their respective agency/department.

Fit and Proper Rule – All members of the Board, the GM, and other Officers of NDC including Appointive Directors in Subsidiaries and Affiliates shall be qualified by the Fit and Proper rule adopted by the GCG in consultation and coordination with the DTI to which NDC is attached, and approved by the President and shall include by reference the qualifications expressly provided for in the Charter.

To maintain the quality of management of NDC, the GCG in coordination with the DTI, shall subject to the approval of the President, prescribe, pass upon, and review the qualifications and disqualifications of individuals appointed as Directors, CEO, and other Executive Officers and shall disqualify those found unfit.

In determining whether an individual is fit and proper to hold the position of an Appointive Directors, GM or Executive Officer of NDC due regard shall be given to one’s integrity, experience, education, training and competence.

Chapter III, Section 3.15.4 (c) of the NDC Manual of Corporate Governance states that the Governance Committee shall be responsible for the following:

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(c) Recommend to the Board regarding the continuing education of Directors, assignment to Board Committees, succession plan for Executive Officers and their remuneration commensurate with corporate and individual performance; and
serve.

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Chapter X, Section 10.8 of the same Manual states that the Board and Management shall ensure the thorough dissemination of this Code to all employees and third parties and shall enjoin the development of organizational policies and processes consistent with this code.

Chapter X, Section 10.10 of the same Manual provides that NDC shall allocate funds for the conduct of an orientation program to operationalize this Code and for the continued education and training of all officers and employees to ensure compliance with this Code.

NDC's customer is the National Government and its people. It has invested for a Gamma Irradiation Project that decontaminates food products for the safety of food consumers. See "Our Investments" navigation menu for details related to the project.

Currently, NDC is also exploring the establishment of a Vaccine Manufacturing Facility in the Philippines to ensure self-sufficiency and less reliance on the availability of imported vaccines for various diseases.

NDC Guidelines on Occupational Safety and Health Standards for NDC is aimed at protecting all NDC employees, including job orders, contract of services, individual, and institutional contractors from the dangers of injury, sickness, or death in the workplace through the adoption of safe and healthy working conditions to ensure preservation of human lives and resources and prevent loss/damage of properties.

The DPWH in partnership with City of Las Piñas and in coordination with NDC built a Ligtas III, COVID-19 Quarantine Isolation Facility at the GYREI-owned property in Las Piñas City. This will augment the existing healthcare facilities in Las Piñas City which will definitely help in controlling the spread of COVID-19 in the locality.

NDC shall ensure a safe and healthy working environment for all its employees, outside contractors, and visitors.