The Corporate Board Secretary
Mary Nimfa M. Borromeo
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:
Ship-owners and shipping operators;
Cargo-handling labor sector; and
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.
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 2022 Committee and Board Report
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 2021, the Corporate Operating Budget (COB) for CY 2022 was deliberated and approved.
Unfortunately, the devastation brought by Super Typhoon Rai (Odette) to Cebu did not spare the Authority’s facilities. It was in January 2022 when the Board revisited the Authority’s CY 2022 COB and realigned the budget for the Capital Outlay to the Repair and Maintenance Project.
The Board also reviewed the following:
CY 2021 Financial and Operational Performance Report of the Authority last 22 February 2022;
1st Quarter Financial and Operational Report of CY 2022 on 12 May 2022;
2nd Quarter Financial and Operational Report of CY 2022 on 26 August 2022;
Cost Benefit analysis of the proposed projects that were considered in the list of priority project for CY 2022;
Strategy/Plans to Increase CPA’s Revenue on 16 December 2022; and
Corporate Operating Budget for CY 2023 on 16 December 2022
The quarterly status of the Authority’s commitments to the Government thru the Governance Commission for GOCCs (GCG) were monitored and submitted to the CPC Vice Chairman, posted in the website and submitted to the GCG.
COMPLIANCE TO THE CODE OF CORPORATE GOVERNANCE The Cebu Port Authority is fully compliant with the provision of the Code of Corporate Governance. Determined to maintain its position as one of the outstanding GOCCs, The Authority put forth all its efforts and was once again recognized as one of the top ranking GOCCs in the CY 2021 Corporate Governance Scorecard for GOCCs.
Gradually recovering from COVID-19 recession, the Authority, through its governing body, the Cebu Port Commission, and the CPA Top Management as its technical working group, were able to upraise the waning challenges of the pandemic 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.
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 embody different sectors, the Ship Owners and Shipping Operators sector, the Cargo Handling and Labor sector and the Business sector. With its legal competence, the Commission constitutes policies to fortify the Authority’s command over all aspects under its jurisdiction while promoting fairness in dealing of its stakeholders.
Board Committees are instituted to efficiently oversee the measures and guidelines are carried out according to the existing policies and good governance order and support the effective performance of the Board’s function. Correspondingly, these Committees execute oversight concern on matters within their respective areas of responsibilities.
It is during the committee/board meetings that the Cebu Port Commission review the financial and operational aspects in reference to the Authority’s vision, mission, and strategies to measure the progress of the Authority in comparison to its performance from the previous years. This also established the Authority’s strategic direction and priorities.
Accordingly, these factors were considered in the preparation and approval of the Corporate Operating Budget, Priority Construction Projects, and its annual performance targets.
The primary role of the Audit Committee is to assist the Commission to provide oversight of the financial reporting process, system of internal control, audit process and monitoring of compliance with applicable laws, rules and regulations.
The COA Audit Report was presented during the 26 August 2022 Committee Meeting. In the course of the audit, COA issued ten (10) Audit Observation Memoranda (AOM) with the corresponding recommendations and for Management to act accordingly. Out of ten (10) AOMs, seven (7) were fully implemented while the rectification of the rest of the observations are still on-going.
The Committee on Audit reviewed the Internal Control Department’s (ICD) audit findings and observations as well as the actions of Management on the said findings and observations during their meeting held on 14 November 2022. Management was directed to present its concrete actions on the findings presented.
To ensure that the finding/observations on nonconformities during the implementation on both financial and operational aspects, Management identified, analyzed the root cause of the problem, evaluated the actions needed and rectified the deficiencies/non conformities noted.
Results of the ISO Surveillance Audit for CY 2022 was also presented to the Committee wherein the Authority has maintained its ISO 9001:2015 & ISO 140001:2015 Certification.
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.
During the 16 December 2022 Committee Meeting one of the agenda discussed was a request that the appointment and removal of the internal auditors shall require the recommendation of the Committee on Audit in Compliance with the GCG Circular 2015-07. Accordingly, after due deliberation the Board passed a resolution approving the said request.
Committee on Business, Finance and Risk Management
Significant functions of the Committee on Business, Finance and Risk Management are to study, review, investigate and recommend all matters relating to revenue generation on the use of any property. It shall also perform oversight risk management function, develop the risk management policy and provide quarterly reports and updating the Board on key risk management issues.
For the 1st quarter of CY 2022, the Committee was focused on the budget re-alignment of funds in the aftermath of Typhoon Rai (Odette) that hit Cebu. The Authority’s facilities as enumerated below were devastated and needed to be repaired:
Road Pavement, Rock Causeway and Roro Ramp @ Port of Punta Engaño, Lapu-Lapu City, Cebu;
Rock Dike and Roro Ramp Port of Tangil, Dumanjug, Cebu;
Passenger Terminal Building and Covered Walk @ Port of Punta Engaño, Lapu-Lapu City, Cebu;
Passenger Terminal Building, Covered Walk and Gates @ Port of Tangil,Dumanjug, Cebu;
Passenger Terminal Building 1 including Passenger Holding Area @ Pier 1,Cebu Baseport;
Passenger Terminal Building & Portion of Existing Docking Area @ Port of Muelle Osmeña, Lapu-Lapu City, Cebu;
Port Management Office (PMO) Terminal Office Building @ Port of Danao, Danao City, Cebu;
Passenger Terminal Building including Lighted Signage & Riprap @ Port of Sta. Rosa, Olango Island Lapu-Lapu City, Cebu
Due to the damages caused by Typhoon Rai (Odette) to the passenger terminal buildings, travelling was inconvenient for passengers as they were made to wait outside to be checked manually since x-ray machines were also not functioning.
To fast track, the repairs, the funds allocated for the capital outlay projects were realigned to the repair and maintenance projects. This was aimed to continue giving safe, secured and efficient services to its stakeholders.
It was also in the 1st quarter of CY 2022 when the CY 2021 Financial Statement was presented, reviewed and deliberated. The financial and operational highlights were looked into.
Several strategies were suggested to be taken into considerations for CY 2022 such as minimizing storage utilizations, reducing yard congestion and discuss the matter with Bureau of Customs BOC for fast withdrawal of foreign cargoes to minimize storage period of cargoes. Management was also reminded of the mandate of President Marcos on ports: 1. Comfortable and convenient port 2. Affordable 3. Safe and Secure 4. Accessible (CASA).
Said MC incorporates the guidelines of the DOTr, IATF and DOH Bayanihan Act 2. Minimum Health Protocols were observed, such as the mandatory checking of temperature, to protect and uphold the overall welfare of the passengers, as well all the other employees of the port.
The quarterly Financial Statements were also presented to the Committee for their appreciation.
To ensure the sustainability of the Authority the cost benefit analysis for several projects to be implemented were thoroughly studied. The risk factors were also considered in the study.
Committee on Executive, Governance, Nomination, and Remuneration
Executive Order (EO) No. 150, Series of 2021 entitled “Approving the Compensation and Position Classification System (CPCS) and Index of Occupational Services, Position Titles and Job Grades for GOCC (IOS-G) Framework, Repealing Executive Order No. 203 (S.2016) and for Other Purposes was signed and approved by the President on 01 October 2021.
The said EO became effective on 05 October 2021 upon its publication in the newspaper of general circulation. The implementing guidelines of EO 150, S. 2021 was issued on 12 January 2022 and the GCG authorization to CPA to implement the CPCS was received on 22 February 2022.
Management, during the Committee Meeting on Executive, Governance, Nomination and Remuneration on 11 March 2022 then presented the Authorization issued by GCG to the Committee Members for their appreciation.
Upon review of the CPA’s existing budget, the Committee recommended to the Board the approval of the full implementation of CPCS Category 1 Salary Structure provided in the CPA Authorization to Implement the CPCS Under E.O No. 150, Series of 2021. The Board approved the same.
The request of Management to submit the application of Performance Based Bonus (PBB) for CY 2020 was presented to the Committee on 25 April 2022. Considering that all requirements were duly complied with, the Board, as per endorsement of the Committee members, approved the PBB application for submission to GCG. Likewise, on 18 May 2022, the GCG issued the Authorization to Grant PBB to Eligible CPA Officers and Employees for CY 2020
The Authority, upon approval of the Committee/Board during the 31 May 2022 meeting, Management submitted to GCG its application for the Grant of Performance Based Incentive (PBI) for CY 2020. In return, GCG issued the Authorization to Grant PBI to CPA Board of Directors for CY 2020 on 15 June 2021.
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.
It was during the 22 December 2022 Committee Meeting when the Members of the Board conducted their own board and committee appraisal. Performance evaluation sheets were distributed among the members of the Board and the Committee for them to fill it out. The results of the evaluation were emailed to the members in aid for the Board and Committee's further improvement.
For the year 2022, Board as a whole got an average score of 4.08 with an adjectival rating of Very Satisfactory. The average rating of each committee was also presented to the members of the committees for its appreciation. The comments and suggestions of the respective members were also presented.
It was also during this Meeting when Comm. Leonilo E Miole, being the General Manager from January 2022 to June 2022, and Glenn Castillo, being the OIC from July 2022 to December 2022 were evaluated.
They were excluded from attending the said session. In order for the Members to have a comprehensive rating for the heads of the agency namely: GM Miole an OIC Glenn Castillo, Performance Evaluation Sheet were being provided aside from the free flowing discussion on this regard.
Result of the evaluations, comments and suggestion were presented among the Members.
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:
A copy of the CPA By-Laws
CPA Manual of Corporate Governance
Code of Corporate Governance for GOCCs
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.