Governing Body

The Current Members of the Cebu Port Commission

POSITION

OFFICIAL

Date of First Appointment

Chairman

June 30, 2016

Vice-chairman (concurrent as CPA General Manager)

July 15, 2019

Commissioners (representing the following sectors):

a. Shipowners and Shipping Operators Sector (2)

October 7, 2015

February 9, 2017


b. Cargo Handling Labor Sector (2)


January 12, 2019

November 10, 2010

c. Business Sector (2)

December 5, 2016

The Corporate Board Secretary

Mary Nimfa M. Borromeo


The 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.

  1. The Chairman shall be a Secretary of the Department of Transportation or his duly designated undersecretary.

  2. The Vice Chairman who shall be designated as the Cebu Port General Manager shall be elected by the Commissioners from among themselves.

  3. 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 2020 Committee and Board Report (p. 7-11)

2019 Highlights

2018 Highlights

2017 Highlights

2016 Highlights


REVIEW OF THE VISION, MISSION/ CORPORATE STRATEGY

On 11 to 12 July 2019, the CPA Management Committee conducted its strategic planning workshop in preparation of its plans and programs for CY 2020 in consonance with CPA’s Vision and Mission, approved on 22 October 2007, and its strategy map that was first approved last 19 September 2014. Each Department contributed its plans and programs for the said year. As a result, the Performance Scorecard for CY 2020 was formulated reflecting the strategic objectives and measures. The same was presented to the Board during the 12th Executive Governance, Nomination and Remuneration Committee Meeting held on 22 August 2019.

Anent to that, the Board reviewed the Vision/Mission and Strategy Map of the Cebu Port Authority to check whether the same is still applicable with the current situation. The Board agreed to retain the existing vision/mission and strategy map. Management was advised to cascade the same to the Port Stakeholders considering that they are CPA’s partners in achieving its Vision and Mission. In the same meeting, the Committee reviewed Management’s CY 2020 commitments (CY 2020 Performance Scorecard), which was forwarded thereafter to GCG for further evaluation.

In order to evaluate and monitor the Authority’s performance in respect to its Vision, Mission and Strategies, the Financial and Performance Reports were subsequently presented to the CPC, as follows:

  • 11 February 2020 - during the assessment of CY 2019 Financial Statement;

  • 22 May 2020 - Assessment of 1st Quarter Performance;

  • 24 July 2020 - Assessment of the 2nd Quarter Performance and the review and approval of the revised targets;

  • 20 November 2020 – Assessment of the 3rd Quarter Performance; and

  • 15 December 2020 – Approval of the Proposed CY 2021 Performance Scorecard and approval of list of Priority Construction Projects for CY 2021


A Quarterly Status Report of the Performance Scorecard was also submitted to the CPC Vice Chairman/ General Manager and subsequently to the GCG. Said scorecard was posted in the CPA Website for transparency.



COMPLIANCE TO THE CODE OF CORPORATE GOVERNANCE

The CPA has remained fully compliant to its Code of Corporate Governance. Its implementation was improved to adapt to inevitable circumstances, such as the Covid-19 pandemic of 2020.

The President’s declaration of a State of Public Health Emergency through Proclamation No. 922 and State of Calamity throughout the Philippines due to the Coronavirus Disease (COVID-19) through Proclamation No. 929 has prompted the Authority to execute immediate interventions. The Authority, through its governing body, the Cebu Port Commission, and CPA top management, as its technical working group, were able to uphold the crucial balance between its corporate social responsibility while assuring the continuity of Cebu’s supply chain in accordance with its charter.

The Cebu Port Commission is composed of the Secretary of the Department of Transportation as Chairman, the General Manager as Vice Chairman, and five (5) other Commissioners appointed by the President of the Philippines. The Commissioners represent the Shipowners and Shipping operators sector, Cargo-Handling and Labor sector, and Business sector.

The Commission’s governance on the entire agency is owed to its assessment of the agency’s material controls and its development of risk management systems by providing strategic policies and guidelines.

Board Committees were created to effectively monitor and aid the implementation of the corporate strategy and cover the concerns of different aspects such as finance, operations, compliance to existing CPA rules and regulations in consonance to the mandate of the local and national government.


Committee on Audit

In 2020, restrictions due to the Enhanced Community Quarantine (ECQ), such as the ban of public transport, have prompted the Authority to recalibrate its performance and revenue targets. As a result, the Authority’s revenue target was reduced from PHP2.1 Billion as originally approved to PHP1.68 Billion.

Both internal and external audits have enabled the Committee to delve into the intricates of the Authority’s systems. The Committee believes that this risk management system, among others, the check and balance, is an adequate tool to make sure that implementation on the ground is consistent with CPA’s approved policies, issuances and procedures, and to introduce continuous process improvement.

The compliance of cargo handling service providers and third-party port operators to their respective contracts was reviewed by the Committee through the Internal Control Department’s findings and observations. This was especially useful in uncovering loopholes in the system, such as non-remittance in government share. It has also led to improvements such as on labor practices.

The ISO Surveillance Audit observations were also considered in detecting areas of improvement within the Authority’s material controls.


Committee on Business, Finance and Risk Management

Being one with the national and local government, the Authority ensured that the agency and its partners could thrive despite the 2020 financial crisis caused by the pandemic.

The cancellation of passenger vessel trips eventually led to the closure of all passenger terminals, including those in the Sub-ports. To ease the burden of our affected stakeholders, Administrative Order No. 02-2020 was passed to effectively zero-rate the payment of Berthing Fees (Domestic), Anchorage (Domestic), and Fees/ Rentals for Areas/Spaces inside the Passenger Terminal Buildings in the form of a moratorium until the resumption of normal port operations, The Bayanihan to Heal as One-Act was adapted through said order.

Likewise, the 5% increase of foreign cargo handling tariff was deferred to 01 October 2021 instead to reduce the cost of goods that will be beneficial to consumers. To ease doing business in the port, CPA, in cooperation with the Land Bank of the Philippines, established the Linkbiz portal system. This will soon allow clients to conveniently pay their fees online and will promote non-contact transactions.

This alternative payment system is also seen as a stepping stone towards Cebu Port’s modernization.


Committee on Executive, Governance, Nomination, and Remuneration

It has always been the CPC’s campaign to boost productivity levels of the Authority by filling up vacant positions. This year, the Authority opened the hiring of managers. Their respective appointments were confirmed and welcomed by the Committee. To address the over-borrowing of CPA employees from private lenders, the CPA executed and signed a MOA with GSIS for the Financial Assistance Loan II (GFAL II) program. This program will enable GSIS members to pay their outstanding loans with private lenders at a lower interest rate of 6% per annum at a longer-term of six years, resulting in higher take-home pay for members.


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

On 20 November 2020 during the Joint 15th Committee Meeting on Audit and 17th Executive, Governance, Nomination and Remuneration Meeting, the evaluation process commenced as the Performance Evaluation sheets for the Board and its Committees were handed to its respective members for them to fill-up. On 26 February 2021, the results of the evaluation were distributed to the members in aid for the Board and Committee's further improvement.

For the year 2020, the Board garnered an average rating of 4.17 with an adjectival rating of Very Satisfactory. Similarly, the majority of the Board Committees garnered a score of 4.07 to 4.25 with an adjectival rating of Very Satisfactory.

For the Board and Committee Level

Each member of the Committee and the board is provided with the rating sheet to evaluate the performance and the effectiveness of the Board and their respective committees. The criteria of the evaluation are based on the board and committee’s functions and responsibilities. Each criterion is provided with a sub-criteria with a corresponding rating of 1 to 5, 5 being the highest. Results of which 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 is conducted every first quarter of the succeeding year. Each member is evaluated by his fellow commissioners, the Chairman and the CEO. Likewise, the Chairman and the CEO are also evaluated by the Members. They are provided with questionnaires , an aid for evaluation, with the following criteria, among others: 1.) Knowledge and Personal Development and 2.) Preparedness and Participation 3.) Teamwork and Communication 4.) Conduct/Behavior 5.) Board Management. Each criterion is provided with sub-criteria with the corresponding rating of 1 to 5, 5 being the highest.


Continuing Education and Development Program

As part of the continuing education and development of the Members of the Commission and the CPA Management, the Authority assures that there is a fund allocated for their attendance to trainings and seminars. Every year, the Authority sends qualified Members of the Commission, officials and employees to international or local trainings, workshops and seminars to enhance their knowledge 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:

  1. A copy of the CPA By-Laws

  2. CPA Charter

  3. CPA Manual of Corporate Governance

  4. Code of Corporate Governance for GOCCs

  5. CPA Primer

  6. Fit and Proper Rule

  7. Ownership and Operation Manual for the GOCC Sector

  8. 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.