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 2024 Committee and Board Report

COMPLIANCE TO THE CODE OF CORPORATE GOVERNANCE

The Cebu Port Authority remains fully compliant to the Code of Corporate Governance.

Firmed to uphold its standing as one of the top-performing GOCCs, the Authority dedicated its full efforts and was once again acknowledged for consistently achieving a perfect score in the Stakeholder Relations Section of the Corporate Governance Scorecard for Calendar Year 2021 to 2023.

Emerging from the challenges of the pandemic, the Authority, through its governing body, the Cebu Port Commission alongside with Management as its technical working group, successfully navigated the post-pandemic landscape and managed to address lingering challenges while ensuring a steady balance between corporate social responsibility and the continued stability of Cebu’s supply chain and commerce, all in alignment with its charter.

The Authority's Corporate Governance is reflected in its organizational structure, with the Cebu Port Commission (CPC) in charge for carrying out its functions and responsibilities.

The Cebu Port Commission consists of the Secretary of the Department of Transportation (DOTr) as its Chairman, with the Authority’s General Manager acting as Vice Chairman, along with five (5) Commissioners appointed by the President of the Philippines.

The Commissioners represent various sectors, including Ship Owners and Shipping Operators, Cargo Handling and Labor, and Business. With its lawful expertise, the Commission formulates policies to strengthen the Authority’s oversight of all areas within its scope while ensuring equitable treatment of stakeholders.

Board Committees are established to ensure that policies and guidelines are implemented effectively, in line with existing regulations and principles of good governance. These Committees also provide oversight on matters within their specific areas of responsibility, supporting the Board in fulfilling its duties efficiently.

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

Committee and Board meetings serve as a platform for the Cebu Port Commission to assess the financial and operational and compliance control aspects of the Authority in alignment with its vision, mission, and strategies. This evaluation helps track progress by comparing current performance with previous years and sets the strategic direction and priorities of the Authority.

REVIEW OF THE VISION, MISSION / CORPORATE STRATEGY

The Authority’s vision, mission and strategies were regularly revisited, reviewed to ensure that Authority’s plans shall gear towards the right direction.

Committee and Board Meetings are conducted to evaluate the financial and operation aspects in relation to the Authority’s Vision and Mission. During the last quarter of CY 2023, on the 240th Regular Board Meeting, the Corporate Operating Budget (COB) for CY 2024 was deliberated and approved per Board Resolution No. 1125-2023.

Following the successful navigation of the post-pandemic landscape, the Cebu Port Authority has fully regained its momentum and is now seeing significant growth across key performance areas. In 2024, the Authority achieved notable milestones in vessel arrivals, passenger traffic, cargo throughput, container traffic, and RoRo units, all reflecting a robust recovery and continued development.

Ship calls increased by 7.7%, reaching 147,442 in 2024, while passenger traffic rose by 4.4%, with 19.581 million passengers using the facilities. Cargo throughput saw a 6.49% increase, totaling 71.90 million metric tons, and container traffic surged by 10.26%, processing 993.27 thousand TEUs. RoRo traffic also grew by 7.28%, handling 1.78 million units.

These impressive figures highlight the Authority’s critical role in driving regional economic growth and maintaining the stability of Cebu’s commerce. Moving forward, the Authority is committed to further enhancing its services, expanding infrastructure, and embracing sustainable practices to support the evolving needs of the maritime industry.

The Board also reviewed the following:

1. CY 2023 Financial and Operational Performance Report of the Authority last 27

February 2024;

2. 1st Quarter Financial and Operational Report of CY 2024 on 08 May 2024;

3. 2nd Quarter Financial and Operational Report of CY 2022 on 06 September 2024;

4. Cost Benefit analysis of the proposed projects that were considered in the list of priority project for CY 2024;

5. Corporate Operating Budget for CY 2025 on 10 December 2024

The Authority's quarterly compliance with its commitments to the Government, as mandated by the Governance Commission for GOCCs (GCG), was diligently monitored, reported to the CPC Vice Chairman, published on the official website, and formally submitted to the GCG.

Committee on Audit

The Audit Committee plays a crucial role in supporting the Commission by overseeing the financial reporting process, monitoring internal controls, guiding the audit process, and ensuring compliance with applicable laws and regulations.

The Audit Committee of the Cebu Port Authority has conventionally concentrated on auditing external entities, such as Cargo Handling Service Providers, assessing their performance and compliance with permits and regulations.

Under the supervision of the new Internal Control Department Manager, Joanxa Marie D. Chua, ICD team will now advance to a more efficient system with an outlined agenda and strategic plans shifting its focus inward and will evaluate the Authority’s own operations.

The fresh approach comprises evaluating compliance with laws and regulations governing the Authority’s activities, assessing the competence of internal controls, and gaging the effectiveness of both operating and support services in achieving the Authority’s objectives.

By concentrating on internal processes, the Audit Committee aims to enhance operational efficiency and ensure that the Authority meets its strategic goals.

During the inaugural presentation of ICD Manager Chua, the team presented a comprehensive 3-Year Audit Plan alongside with its 2024 Commitments for the appreciation and approval of the Board.

During the 30th Committee Meeting on Audit, ICD presented the turnover of compliance checking & performance evaluation of cargo handling service providers and private ports. ICD alongside with the concerned departments convened to address the CPC’s inquest concerning the management plan on determining responsibility for conducting compliance checks on CHSPs and Private ports.

Committee on Business, Finance and Risk Management

The Committee on Business, Finance, and Risk Management is tasked with analyzing, evaluating, and providing recommendations on all matters related to revenue generation from the utilization of company assets. Additionally, the Committee oversees risk management functions, formulates risk management policies, and delivers quarterly reports to the Board.

Through these functions, the Business, Finance, and Risk Management Committee ensures that organizations remain financially sound while proactively managing potential risks.

During the first quarter of 2024, Management submitted the proposed Corporate Operating Budget (COB) for Calendar Year 2024 to the Committee. The presentation started with a review of the Authority's accomplishments in 2023, covering:

Port Development Services
Port Management Services
Port Statistics on Cargo Throughput, Container Traffic, Ship Calls and Passenger Traffic
Financial Performance

In continuance with the achievements highlighted in 2023, Management presented its Target Programs and Projects, Budget Proposal, and the list of Proposed List of Priority Capital Outlay Projects and Repair and Maintenance Projects for 2024 wherein the it was subsequently approved by the Board.

The ranking of Priority Capital Outlay and Repairs and Maintenance is determined through a series of Management Committee meetings and the annual strategic planning session wherein 90% of the projects were proposed by PMO Managers of the baseport and out ports.

The Committee also agreed that a Cost-Benefit Analysis (CBA) is necessary for projects valued at P30 Million or more. However, concerns related to security and similar projects do not require a CBA, safety measures, particularly those aimed at improving the port.

In compliance with Commission on Audit (COA) requirements, Management presented to the Committee on Business, Finance and Risk Management the Financial Highlights as of December 31, 2023 wherein the Board subsequently adopted and approved for COA submission.

Last 12 March 2024, during the 245th Regular Board Meeting, the Board approved the recommendation of Management for the remittance of P500,000,000.00 to be declared as dividends for Calendar Year 2023.

During the 246th Regular Board Meeting last 04 April 2024, the Board passed Resolution No. 1151-2024, approving the signing of the Letter Offer and Release Paper from Total Claims Specialist, Inc., amounting to P17,024,602.33, pertains to the Authority's claims with the Government Service Insurance System (GSIS) for content losses from Typhoon Odette.

On the 2nd quarter of 2024, Management presented Financial Highlights as of March 31, 2024. The Authority reported a revenue of P459.18 Million, marking a 6.20% increase over 2023. However, operating expenses surged by 23.16% compared to the previous year, leading to a 4.12% decrease in operating income from P268.84 Million last year to P257.77 Million this year.

On the last quarter of 2024, Management presented to the Board the Proposed CY 2025 Corporate Operating Budget consisting of the Major Accomplishments, Status of Capital Outlay and Repairs and Maintenance Projects, Improved Passenger Facilitation and Convenience and the Accelerating Statistics in Trade and Commerce and Special Awards received by the Authority.

The report also included the Programs, Targets and Activities for 2025 for General Admin and Support Services, Port Development Services, Regulatory and Enforcement Services, GCG Commitments and Proposed Corporate Operating Budget (COB). After the comprehensive presentation of Management, the Board passed Resolution No. 1230-2024, adopting the Corporate Operating Budget for CY 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 2023 Board, Head of Agency/General Manager, and respective Committees were consolidated and presented during the meeting on 19 January 2024 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 94.75% in the 2022 Corporate Governance Scorecard for GOCCs, Management submitted its Performance-Based Bonus (PBB) application to the Committee on January 4, 2023.

After guaranteeing compliance with all requirements, the Board, upon the Committee’s commendation, approved the PBB application for submission to the GCG through Resolution No. 1128-2024. Subsequently, on 16 February 2024, the GCG authorized the granting of the 2022 PBB to eligible CPA officers and employees.

Upon endorsement by the Committee/Board during the meeting on 15 July 2024, Management submitted its application to the GCG for the Grant of Performance-Based Incentive (PBI) for the year 2022, as authorized under Board Resolution No. 1189-2024. Following this, on 04 September 2024, GCG issued the official authorization for the granting of the 2022 PBI to the CPA Board of Directors.

During the 264th Regular Board Meeting on 18 December 2024, 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.

Committee on Port Development

The State maintains the policy of encouraging the establishment of independent regional port administrations in order to guarantee a well-organized, economical, safe, and effective system for the transportation of people and products through ports.

This is in line with the constitutional requirement that every region have equal access to chances for development and progress.

Matters pertaining to the development, building, and operation of both public and private ports under the Authority's jurisdiction, the Committee on Port Development is in charge of researching, evaluating, looking into, and offering recommendations.

The CY 2024 Committee Meeting on Port Development's highlights may be seen by clicking here, please click. HERE

Committee on Rules

To streamline the application process for Business Permits and Passes, the CPA amended Administrative Orders No. 04-2004 (Revised Policy on Access Control for the Port of Cebu and Its Implementing Rules and Regulations), No. 01-2020 (Amendments to CPA AO 01-2012), and No. 01-2022 (Amendments to Requirements for Annual and Special Business Permits/Permit to Operate). These amendments were subsequently approved by the Board through Resolution No. 1181-2024.

Last 18 April 2024, Management presented to the Committee the Executive Brief on the Proposed Amendments to CPA Administrative Order No. 01, Series of 2021 or the Policy and Guidelines on the Accreditation and Operation of Information and Communications Technology Service Providers for the Online Application and Processing of Computation and Assessment of Port Charges for Cebu Port Authority.

With the assurance of Management that all the observations and suggestions of the OGCC on its Contract Review No. 2235, Series of 2023 have been complied with and the incorporation of all 15 observations and recommendations on the proposed MOA and SLA, the Proposed Amendment of the Policy on the Accreditation of Information and Communication Technology (ICT) Service Provider, subject to the strict compliance with other pertinent laws, rules and regulations was approved by the Board through Resolution No. 1157-2024.

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