Governing Body

The powers and functions of the Authority is vested in and exercised by the Cebu Port Commission composed of a Chairman, a Vice Chairman and five (5) other Commissioners.

The Chairman shall be a Secretary of the Department of Transportation or his duly designated undersecretary.
The Vice Chairman who shall be designated as the Cebu Port General Manager shall be elected by the Commissioners from among themselves.
The Commissioners shall be appointed by the President and shall represent the following sector:
1. Ship-owners and shipping operators;
2. Cargo-handling labor sector; and
3. Business Sector

By-Laws of the Cebu Port Authority

On 15 June 2016, the Members of the Cebu Port Commission reviewed and revised the CPA By-Laws, particularly Section 4 of Article V, to harmonize with the CPA Manual on Corporate Governance and Code of Corporate Governance for GOCC’s per GCG Memorandum Circular No. 2012-07. The CPA By-Laws 2016 can be downloaded here.

Board Committees

In aid of policy formulation and determination, the Members of the Commission established different Committees. The regular standing committees of the Commission, with their corresponding functions and responsibilities, are subject to periodic review by its members. These committees shall likewise perform oversight functions on matters within its respective jurisdictions. The composition and functions of the respective committees are shown here.

Schedule of Board and Committee Meetings

As stated in Article IV of the CPA By-Laws, Regular Board Meeting shall be held on the first (1st) and third (3rd) Thursdays of every month. Committee Meeting may be held on the first (1st) and third (3rd) Wednesdays of every month, as maybe necessary. If the scheduled meeting falls on a holiday, then it may be held on the immediately preceding regular working day. The schedule for regular Board Meetings and Committee Meetings may change upon the agreement by the majority of the Members of the Commission.

The board materials with complete staff work are submitted in advance to the Members of the Commission at least five (5) working days before the scheduled board meeting to give them ample time to review and study the agenda for in-depth discussion on the matter.

A process flow map is provided as guidance in the conduct of the Board and Committee Meeting. (Agenda Formulation and Tasking Process, Regular Board Meeting, Special Board Meeting)

Highlights of the Committee and Board Accomplishments

Read Full 2023 Committee and Board Report

COMPLIANCE TO THE CODE OF CORPORATE GOVERNANCE

The Cebu Port Authority is fully compliant with the provisions of the Code of Corporate Governance.

The Authority’s Corporate Governance is presented through its organizational structure wherein its capacity and function are vested in and executed by the Cebu Port Commission(CPC).

The CPC is comprised of the Secretary of the Department of Transportation (DOTr) as Chairman, the Authority’s General Manager serves as Vice Chairman and five (5) other Commissioners constituted by the President of the Philippines.

The Commissioners represent the different sectors, namely, the Ship Owners and Shipping Operators sector, the Cargo Handling and Labor sector and the Business sector.

The Commission constitutes the proper committees, as enumerated below, to effectively assist it in good corporate governance, thus, ensuring Authority’s direction, effectiveness, supervision and accountability:

Executive, Governance, Nomination and Remuneration
Business, Finance and Risk Management
Port Development
Audit
Shipping
Cargo Handling
Labor
Safety, Security and Environment
Rules

It is during the committee/board meetings that the Cebu Port Commission reviews the financial and operational aspects in reference to the Authority’s vision, mission, and strategies to measure the progress of the Authority in comparison among others to its targets and performance from the previous years. It is also during these meetings wherein the Members established Authority’s strategic direction and priorities and complete its set of task vis-à-vis Authority’s mandate, vision and mission.

REVIEW OF THE VISION, MISSION / CORPORATE STRATEGY

The Authority consistently reevaluated its vision, mission, and strategies to ensure alignment with its objectives, adopting a proactive approach towards guiding its plans in the right direction.

Committee and Board Meetings are convened to assess the financial and operational aspects in accordance with the Authority’s Vision and Mission. In the final quarter of CY 2022 during the 223rd Regular Board Meeting, deliberations were held and the Corporate Operating Budget (COB) for CY 2023 was approved per Board Resolution No. 1023-2022.

In 2023, the Authority successfully rebounded from the challenges posed by the Covid-19 pandemic and Super Typhoon Rai (Odette). During this period, the Authority executed its plans and programs without requiring any significant realignment of its programs and projects.

The Management also provided assurance to the Board that list of Capital Outlay and Repairs and Maintenance projects for CY 2023 are progressing ahead of schedule.

The Board conducted comprehensive reviews on the following:

The CY 2022 Financial and Operational Performance Report of the Authority on 08 March 2023;
The 1st and 2nd Quarter Financial and Operational Reports of CY 2023 on 31 August 2023;
Cost Benefit Analysis of proposed projects considered in the list of priority projects for CY 2023;
Comparative revenue analysis for CY 2022 and 2023, focusing on the status of lease at passenger terminals and parking areas on 06 December 2023;
Corporate Operating Budget for CY 2024 on 06 December 2023.

The quarterly status of the Authority’s commitments to the Government through the Governance Commission for GOCCs (GCG) were monitored and submitted to the CPC Vice Chairman, posted on the website and submitted to the GCG.

Committee on Audit

The Audit Committee's primary role is to aid the Commission in exercising diligent oversight over various critical aspects including the financial reporting process, internal control systems, auditing procedures, and adherence to relevant laws, rules, and regulations. This essential role ensures transparency, accountability, and compliance within the Authority’s operations.

The COA’s Audit Report was presented during the 31 August 2023 Committee Meeting. In the course of the audit, Commission on Audit (COA) issued 16 Audit Observation Memoranda (AOM) with responding recommendations for Management’s action. Out of 16 AOMs, 10 were already fully implemented while the rest are still for implementation.

Results of the ISO Surveillance Audit for CY 2023 were formally presented to the Committee, affirming that the Authority has successfully retained its ISO 9001:2015 and ISO 14001:2015 Certifications.

On 03 May 2023, the Internal Control Department (ICD) presented the revised Annual Audit Plan in alignment with the Revised Government Internal Auditing Manual (RPGIAM) aiming in strengthening the internal audit function of the Authority.

The Committee finds the system of the Authority’s risk management through the audit of the certifying body of ISO, SOCOTEC Certification Philippines, Inc., Commission on Audit (COA) and the Internal Control Department (ICD) are adequate tools in assuring that the implementation of the policies, rules and regulations in achieving its mission and vision are strictly observed.

Committee on Business, Finance and Risk Management

The Committee on Business, Finance, and Risk Management plays an essential role in studying, reviewing, investigating, and recommending all matters pertaining to revenue generation and property utilization.

Additionally, the Committee is entrusted with the responsibility of conducting oversight on risk management activities, crafting risk management policies, and furnishing quarterly reports to the Board ensuring that the latter is regularly updated on significant risk management issues to facilitate informed decision making processes.

For the 1st quarter of CY 2023, Management presented to the Committee the Financial Highlights as of December 31, 2022 wherein the Committee endorsed to the Board the Adoption of CY 2022 Financial Performance Report prior to submission to the Commission on Audit (COA).

On 31 August 2023, Management provided a comprehensive update to the Committee/Board regarding the financial status of the Authority. This update included a detailed presentation on the Financial Statement as of 30 June 30 2023, covering several aspects such as:

Financial Performance
Cebu Port Statistics for the periods January to June 2022 and January to June 2023
Cebu Port Top Commodities for the period January to June 2023
Financial Position
Financial Performance per Port Management Office (PMO)
Financial Contribution per Port Management Office (PMO)

This presentation served to provide insights into the Authority's financial shape and performance, facilitating informed decision making by the Committee/Board.

On the last quarter of 2023, the proposed Corporate Operating Budget (COB) for 2024 was presented for the appreciation of the Committee/Board. The presentation comprised of the 2023 Major Accomplishments in Port Development Services, Port Management Services, Port Statistics and Financial Performance.

CY 2024 Target Programs and Budget Proposal were also presented including the Proposed List of Priority Capital Outlay Projects and Proposed List of Priority Repair and Maintenance Projects.

In the interest of securing the long term sustainability of the Authority, a cost benefit analysis has been conducted for multiple upcoming projects slated for implementation, wherein the analysis has been executed with a comprehensive assessment of associated risk factors.

Committee on Executive, Governance, Nomination and Remuneration

For continuous improvement of the Board and the Committees, the performance evaluation results of the Board and the different Committees for the year 2022 were evaluated and presented during the meeting held on 13 January 2023. The Board, Committees and the CEO received commendable adjectival ratings of 'Very Satisfactory', reflecting their commitment to excellence and ongoing enhancement efforts.

Achieving an impressive overall rating of 94.91% in the 2021 Corporate Governance Scorecard for GOCCs, Management submitted its Performance Based Bonus (PBB) application to the Committee on 29 March 2023. Adhering to all prerequisites, the Board, with the endorsement of the Committee Members, authorized the PBB application for submission to the GCG. Moreover, on 12 July 2023, the GCG granted authorization for the issuance of PBB to eligible CPA Officers and Employees for the year 2021.

Following endorsement by the Committee/Board during the meeting held on 31 August 2023, Management submitted its application to the GCG for the Grant of Performance-Based Incentive (PBI) for the year 2021. Subsequently, on 17 October 2023, GCG issued the Authorization to Grant PBI to CPA Board of Directors for the year 2021.

During the 240th Regular Board Meeting held on 15 December 2023, the Board Members commenced a comprehensive evaluation of both the Board and its Committees. Performance evaluation forms were disseminated among all Board and Committee Members for completion.

Subsequently, the evaluation results were presented during the succeeding meeting to simplify continuous enhancement of both Board and Committee’s efficacy.

For the year 2023, the Board received an adjectival rating of 'Very Satisfactory' as a collective entity. Additionally, the average ratings for each Committee were disclosed to Committee Members for their appreciation. Furthermore, individual comments and suggestions from respective Members were also presented.

The performance of Glenn B. Castillo, who served as the Officer-in-Charge from January 2023 to June 2023, and Francisco C. Comendador III, who held the position of General Manager from July 2023 to December 2023 were also evaluated.

Then OIC Glenn B. Castillo and General Manager Francisco C. Comendador III were respectfully excused from attending the session to facilitate a neutral evaluation for the heads of the Agency.

The evaluation results were presented during the succeeding meeting to simplify continuous enhancement.

Committee on Port Development

It is the declared policy of the State to promote the establishment of growth of autonomous regional port bodies to produce and efficient, safe, economical and coordinated system of movement of goods and persons through the port, consistent with the constitutional mandate to give all regions of the country optimum opportunity to develop.

The Committee on Port Development studies, reviews, investigates or recommends on all matters relating to the development, constructions and operations of both public and private ports within the Authority's jurisdiction.

For highlights of the CY 2023 Committee Meeting on Port Development, please click. HERE

Evaluation of the Board, Board Committees and the Members of Cebu Port Commission

In consonance with Article XIV of the CPA Manual on Corporate Governance, the Cebu Port Commission (Board), Board Committees and Members of the Cebu Port Commission are subject to an Annual Performance Appraisal aimed at further enhancing its governing competence and performance.

Efficacy in corporate governance is appraised annually by evaluating the Board’s performance as a collegial body and its respective Board Committees to be rated by among its members.

The criteria of the review are based on the respective Board and Committee’s functions and responsibilities.

The rating scale for each item is from 1 to 5 (5 being the highest) with the corresponding adjectival rating as shown:

RATING SCALE

5- Outstanding

4- Very Satisfactory

3- Satisfactory

2- Unsatisfactory

1- Poor

The results of the performance assessments are evaluated and deliberated upon during the Committee Meeting on Executive, Governance Nomination and Remuneration for evaluation and assessment.

For the Board and Committee Level

Each member of the Committee and the board is provided with the rating sheet to assess the performance and the efficacy of both the Board and their respective committees. The criteria of the evaluation are based on the board and committee’s functions and responsibilities.

Evaluation and criteria are meticulously aligned with the functions and responsibilities outlined for the Board and its Committees. Each criterion is accompanied with a specific sub-criteria rated on a scale of 1 to 5, with 5 being the highest.

Subsequently, the results of the compiled rating sheets are consolidated and presented to the Committee on Executive, Governance, Nomination and Remuneration for evaluation and assessment.

For Individual Member of the Cebu Port Commission

The evaluation process occurs annually during the first quarter of the following year. Each Member undergoes assessment by their fellow Commissioners, as well as by the Chairman and the CEO.

Similarly, the Chairman and the CEO are subject to evaluation by the Members. Evaluation is facilitated through structured questionnaires designed to measure performance across key criteria, among others:

Knowledge and Personal Development
Preparedness and Participation
Teamwork and Communication
Conduct/Behavior
Board Management

Each criterion is accompanied with specific sub-criteria, graded on a scale of 1 to 5, with 5 being the highest rating. Subsequently, the results of the compiled rating sheets are consolidated and presented to the Committee on Executive, Governance, Nomination and Remuneration for evaluation and assessment.

Continuing Education and Development Program

As an essential component of the ongoing professional growth and development initiatives for Cebu Port Commission Members and CPA Management, the Authority ensures dedicated funding is allocated for their participation in relevant training and seminar programs.

Annually, the Authority facilitates the attendance of qualified CPC Members, officials, and employees to international and local training workshops and seminars, aimed at enhancing their knowledge base and capacity building skills. For list of trainings attended, click here.

The Members of the Commission are handed with orientation kits composed of the following:

A copy of the CPA By-Laws
CPA Charter
CPA Manual of Corporate Governance
Code of Corporate Governance for GOCCs
CPA Primer
Fit and Proper Rule
Ownership and Operation Manual for the GOCC Sector
Code of Corporate Governance for GOCCs

Duties and Functions of Members of the Board:

The powers and functions of the Port Commission shall be as follows:

(a) To manage, administer, operate, maintain, improve and develop, coordinate and otherwise govern the activities of all the ports within its territorial jurisdiction;

(b) To investigate, prepare, adopt, implement and execute a comprehensive and orderly plan for the overall development of all ports within its territorial jurisdiction, and to update such plans, as may be warranted from time to time;

(c) To raise revenues for the Authority through fees, tolls, charges, rentals and the like for the use of any property, equipment or facility owned or controlled by it;

(d) To raise and administer, together with such revenues as may by law accrue to the Authority, capital outlays by means of loans from any local or foreign financial institution to finance its projects;

(e) To determine by survey and establish by engineering design the exact location, system and character of any and all port facilities which it may own, construct, establish, effectuate, operate or control;

(f) To provide and maintain port facilities including accessory buildings and installations within its territorial jurisdiction on its own or through the private sector;

(g) To prescribe and enforce rules and regulations on the use of wharves, piers and anchorages by ships and other watercraft;

(h) To determine the organization of the Authority and create such functional units therein as it may deem necessary in the proper and efficient implementation of the functions and purposes of the Authority, including the appointment of officials and employees, it being understood that the security of tenure of these workers shall be respected consistent with existing laws;

(i) To define the duties and fix the compensation and benefits of the General Manager, Deputy General Manager, Port Managers, and other officers of the Authority, in accordance with the rules and regulations of the Civil Service Commission and the Department of Budget and Management;

(j) To approve the annual budget of the Authority and/or such supplemental budgets thereof as may be submitted by the General Manager from time to time; and

(k) To perform such other duties as may be necessary and convenient for the attainment of the objectives of the Authority.

Governing Body

The Current Members of the Cebu Port Commission

POSITION

OFFICIAL

Date of First Appointment

Chairman

Alternate Chairman

Commissioners (representing the following sectors):

a. Shipowners and Shipping Operators Sector (2)

b. Cargo Handling Labor Sector (2)

c. Business Sector (2)

CPC Profile

The Corporate Board Secretary

Key Officials and Contact Details

The Governing Body