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 2025 Committee and Board Report

COMPLIANCE TO THE CODE OF CORPORATE GOVERNANCE

Cebu Port Authority (CPA) is fully compliant with the Code of Corporate Governance and continues to uphold high standards of accountability and transparency.

Stable to uphold its position as one of the outstanding GOCCs, CPA puts forth all its efforts and proudly received two (2) prestigious awards during the GCG Awarding Ceremony held last December 1, 2025. CPA was once again recognized as one of the top performing Government Owned and Controlled Corporations (GOCCs) in the Performance Evaluation Scorecard (PES) and also ranked among the top GOCCs in the Corporate Governance Scorecard (CGS), achieving a remarkable 99.84% compliance rating for 2024.

Amid recent challenges brought by natural disasters like the earthquake that badly hit northern part of Cebu and the devastation caused by typhoon Tino, CPA, through its governing body, the Cebu Port Commission, and the CPA Top Management as its technical working group, were able to upraise the challenges and maintain a critical balance between its corporate social responsibility while reassuring the stability of Cebu’s supply chain and commerce in conformance with its charter.

Corporate governance at CPA is guided by its organizational structure, with the CPC serving as its governing body. The Commission is chaired by the Secretary of the Department of Transportation (DOTr), with the CPA General Manager as Vice Chairman, and five (5) Commissioners appointed by the President of the Philippines.

The Commissioners represent key sectors, including ship owners and operators, cargo handling and labor, and the business community. Through their expertise, the Commission formulates policies that strengthen oversight while ensuring fair and equitable treatment of stakeholders.

To support effective governance, Board Committees are established to oversee specific areas and ensure that policies are properly implemented in accordance with existing regulations and good governance principles. These include:

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

The Cebu Port Commission during its Committee and Board meetings evaluates CPA’s operational and financial performance consistent with its vision, mission, and strategies. These meetings help gauge development by comparing existing results with targets and former performance. They also serve as a venue for the Commission to set the CPA’s strategic course and priorities, guaranteeing that its responsibilities are carried out in accordance with its mandate.

REVIEW OF THE VISION, MISSION / CORPORATE STRATEGY

CPA 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 2024 during the 262nd Regular Board Meeting, deliberations were held and the Corporate Operating Budget (COB) for CY 2025 was approved per Board Resolution No. 1230-2024.

The Board conducted comprehensive reviews on the following:

Financial Statements as of 31 December 2024 last 20 March 2025;
The 1st Quarter Financial and Operational Report as of 31 March 2025 last 09 July 2025;
Business, Marketing and Development Department (BMDD) Permits and Licensing Process Audit last 15 August 2025;
Engineering Services Department (ESD) Report on Status of Port Facilities due to a high magnitude earthquake in northern Cebu that resulted in structural and operational challenges;
Possible Realignment of Funds for Remaining Procurement and Possible Adjustments for Next Year’s Priority Projects/Budget due to earthquake;
CPA Proposed Targets for the 2026 Performance Evaluation Scorecard (PES);
Corporate Operating Budget (COB) for CY 2026 last 26 November 2025.

For 2025, a total of Php 550 million has been allocated for Capital Outlay. Out of the 13 approved projects, 7 have already been awarded, 2 are currently under procurement, 3 were cancelled with Board approval to allow for the realignment of funds, and 1 is pending approval of its cost benefit analysis.

CPA continues to advance its e-governance initiatives to improve ease of doing business. By simplifying processes, enhancing operational efficiency, and reducing bureaucratic delays, CPA is creating a more responsive and business-friendly environment for its stakeholders.

The quarterly status of CPA’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

With the Internal Control Department’s (ICD) shift toward auditing the CPA’s internal operations, the Audit Committee has taken a more active role in reviewing internal controls and risk management systems, ensuring that these remain effective and responsive to the Authority’s needs.

This provides reasonable assurance that CPA’s operations are properly managed and that potential risks are addressed in a timely manner. Under this approach, the review now covers compliance with applicable laws and regulations, the adequacy of internal controls, and the performance of both operational and support units in delivering the Authority’s objectives.

For CY 2025, the Committee on Audit continued to perform its oversight role by reviewing and approving key audit initiatives and corresponding Management Action Plans to address identified gaps and improve internal processes.

As part of its efforts to strengthen revenue management, the Committee approved the Management Action Plans on the results of the Billing and Collection Process Audit of PMO Pier 4 and PMO Cebu International Port. These actions are geared toward improving collection efficiency, ensuring accurate billing, and addressing delays in revenue recognition.

The Committee also endorsed Management’s Three-Year Audit Work Plan, which was subsequently approved under Board Resolution No. 1247-2025 during the 266th Regular Board Meeting held on 03 February 2025. The plan sets out the priority audit areas for the next three years and provides a more structured and risk-based approach in reviewing the Authority’s operations.

In addition, the Committee approved the Management Action Plans arising from the audit of the Business Marketing and Development Department’s (BMDD) Permits and Licensing Process. The recommended measures aim to simplify procedures, strengthen compliance, and improve the overall delivery of services to clients and stakeholders.

To further address revenue-related concerns, the Committee likewise approved the Management Action Plans on the Unbilled and Unpaid Rentals and Utility Charges of Concessionaires and Open Space Lessees. These actions are intended to improve monitoring and ensure that all receivables are properly accounted for and collected on time.

Through these efforts, the Audit Committee continues to support Management in strengthening internal controls and improving day to day operations, while ensuring that audit findings are acted upon and translated into meaningful improvements across the Authority.

Additionally, CPA successfully maintained its ISO certifications following the recommendation of external auditors from Bureau Veritas Certification during the one day 1st Surveillance Audit conducted on 28 November 2025.

All CPA Port Management Offices in Argao-Naga, Mandaue, Danao, and Toledo, including Cebu International Port (CIP), were recommended for continued certification under the ISO 9001:2015 Quality Management System (QMS). Meanwhile, the CPA Main Office was likewise recommended for continued certification under both ISO 9001:2015 QMS and ISO 14001:2015 Environmental Management System (EMS).

Committee on Port Development

Firm with the objective to widen the CPA’s capabilities to carry long term solutions, the Committee thrusts for the amplification, upgrade and expansion of its assets.

Each priority infrastructure and maintenance project is evaluated by the Committee through a discussion on cost benefit analysis and comprehensive engineering to guarantee that investments will realize operational significance and proficiency while ensuring financial growth jointly.

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

Highlights of the CY 2025 Committee Meeting on Port Development are, among others: Please click. HERE

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 ensuring that the latter is regularly updated on significant risk management issues to facilitate informed decision making.

For the 1st quarter of CY 2025, Management presented to the Committee the Financial Highlights as of 31 December 2024 during the 268th Regular Board Meeting, wherein the Committee endorsed to the Board the adoption of the CY 2024 Financial Performance Report prior to submission to the Commission on Audit (COA).

In addition, the Committee reviewed and endorsed the Authority’s First Quarter Financial Statements ending 31 March 2025, which were subsequently approved by the Board under Board Resolution No. 1295-2025 during the 274th Regular Board Meeting held on 09 July 2025. The approval of the financial statements reflects the Committee’s continued oversight in ensuring transparency, accuracy, and accountability in the Authority’s financial reporting.

In line with the Authority’s compliance with its statutory obligations, the Committee likewise recommended the approval of Management’s request for the remittance of dividends to the National Government. Pursuant to Republic Act No. 11469, otherwise known as the “Bayanihan to Heal as One Act,” the Board approved, through Board Resolution No. 1276-2025, the remittance of Php500,000,000.00 for CY 2024 during the 269th Regular Board Meeting held on 22 April 2025.

In line with its mandate to oversee CPA’s financial planning and resource allocation, the Committee endorsed for Board approval the proposed Corporate Operating Budget (COB) for CY 2026, which was subsequently approved under Board Resolution No. 1335-2025 during the 281st Regular Board Meeting held on 26 November 2025. The approved budget serves as the financial roadmap of the Authority, supporting its operational requirements and strategic priorities.

In conjunction with this, the Board directed Management to ensure that all Capital Outlay expenditures are supported by a corresponding Cost Benefit Analysis (CBA) prior to the bidding process. The CBA should clearly present the expected impact and value of the proposed project. In instances where a CBA may not be readily available, Management is required to provide sufficient justification, particularly when the project is anchored on operational requirements, mission critical activities, or the delivery of social services.

Through these actions, the Committee continues to uphold prudent financial management and ensure that the Authority remains compliant with statutory obligations while sustaining its operational and developmental goals.

Committee on Cargo Handling

Pursuant to the directive of the Board on impact assessment study, Management presented the draft policy proposing to increase the Free Storage Period (FSP) of foreign outbound empty containers at the Cebu International Port (CIP) from four (4) calendar days to ten (10) calendar days.

The study highlighted the effects on shipping lines, which include cost savings, improved operational efficiency, and better inventory management. On the part of the port, the proposed increase is expected to result in increased yard utilization, with corresponding revenue implications, while also contributing to improved customer satisfaction. From an environmental perspective, the measure is seen to reduce emissions.

On the matter of the continuation of yard utilization at the Cebu International Port in relation to the Policy on Free Storage Period (FSP) for foreign outbound empty containers, it was proposed to extend the free storage period from the current four (4) calendar days to ten (10) calendar days. The proposal also includes allowing the General Manager to sign the policy, with a mechanism in place to prevent port congestion.

With the endorsement of the Committee on Cargo Handling, the Board approved the increase in the free storage period from four (4) to ten (10) calendar days, to be counted from the day the container is received or entered into the Cebu International Port, under Board Resolution No. 1248-2025.

Committee on Executive, Governance, Nomination and Remuneration

To foster continuous growth of the Board/Committees, the results of the CPC’s Performance Evaluation for the CY 2024 Board, Head of Agency/General Manager, and respective Committees were consolidated and presented during the meeting on 26 March 2025 during the 54th Special Board Meeting to promote continuous growth of the Board/Committees. The Board, Committees and Chief Executive Officer received ratings of "Very Satisfactory" demonstrating their steadfast adherence to perfection and improvement.

With an outstanding overall rating of 95.83% in the 2023 Corporate Governance Scorecard for GOCCs, Management submitted its Performance Based Bonus (PBB) application to the Committee on 20 March 2025, which was approved under Board Resolution No. 1269-2025.

However, due to transitions in DOTr leadership, Management re-submitted its PBB application, which was subsequently approved by the Board on 27 June 2025 through Board Resolution No. 1291-2025.

After ensuring compliance with all requirements, the Board, upon the Committee’s commendation, approved the application for submission to the GCG. Subsequently, on 8 October 2025, the GCG authorized the granting of the 2023 PBB to eligible CPA officers and employees.

Upon endorsement by the Committee/Board during the 281st Regular Board Meeting, Management submitted its application to the GCG for the Grant of Performance-Based Incentive (PBI) for the year 2023, as authorized under Board Resolution No. 1336-2025. Following this, on 03 January 2026, GCG issued the official authorization for the granting of the 2023 PBI to the CPA Board of Directors.

During the 264th Regular Board Meeting on 18 December 2025, the Board initiated a thorough assessment of its own performance as well as that of its Committees. Subsequently, evaluation forms were distributed to all Board and Committee Members for completion.

General Manager Francisco C. Comendador III was respectfully excused from attending the session to facilitate a neutral evaluation for the heads of the Agency.

The results were presented during the 51st Committee Meeting on Executive, Governance, Nomination and Remuneration which reflected a "Very Satisfactory" rating for the Board, its Committees, and the Chief Executive Officer, underscoring their commitment to excellence and continuous improvement.

With the appointment of Comm. Roble, Comm. Tan relinquished his position as Chairman of the Committee on Shipping in favor of the newly appointed Comm. Roble, who assumed the role of Chairman. Comm. Tan now serves as Vice Chairman of the Committee on Shipping.

Meanwhile, Comm. Roble also accepted the position of Vice Chairman of the Committee on Audit, while Chairman Alfon continues to serve as Chairman.

These changes reflect the updated leadership structure of the Board Committees, ensuring continuity in oversight and effective governance.

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:

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.

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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