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 2021 Committee and Board Report
REVIEW OF THE VISION, MISSION/ CORPORATE STRATEGY
In preparation for CY 2021, on 15 December 2020, during the Joint 74th Committee Meeting on Business, Finance, and Risk Management and the 57th Committee on Safety, Security and Environment and subsequently during the 182nd Regular Board Meeting, that the Board reviewed the Vision/Mission and corporate strategy and CPA’s commitments (Performance Scorecard) for CY 2021. These commitments were forwarded thereafter to GCG for further evaluation.
With the ease of community quarantine protocols in Cebu, the Authority’s performance during CY 2021 was monitored and measured to assure that the implementation of the corporate strategy, vision and mission would jive, if not to surpass, with the pre-pandemic period.
This was primarily evident during the CPC’s assessment of the Financial and Operational Performance Reports during the following Committee meetings:
26 February 2021 (186th Regular Board Meeting) – Approval of the CY 2020 Annual Financial report for submission to the Commission on Audit
26 February 2021 (Joint 76thCommittee Meeting on Business, Finance and Risk Management and the 20th Committee Meeting on Executive, Governance, Nomination and Remuneration) – Review of the CY 2019 Corporate Governance Scorecard Results
26 February 2021 (Joint 76thCommittee Meeting on Business, Finance and Risk Management and the 20th Committee Meeting on Executive, Governance, Nomination and Remuneration) – Committee and Board Performance Evaluation Results for CY 2020
16 March 2021 (Joint 77th Committee Meeting on Business, Finance and Risk Management and 104th Committee Meeting on Port Development) – 1st Quarter update on the Status of Priority Infrastructure Projects
30 JULY 2021 (113th Committee Meeting on Port Development) – 2nd Quarter update on the Status of Priority Infrastructure Projects
25 August 2021 (Joint 17th Audit and 80th Committee Meeting on Business, Finance and Risk Management) – Assessment of the 1st Quarter Performance Report
14 December 2021 (Joint 123rd Committee Meeting on Port Development, 82nd Business, Finance and Risk Management, and 24th Executive, Governance, Nomination and Remuneration) – Approval of the Corporate Operating Budget for CY 2022 and List of Priority Construction Projects for CY 2022
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 remains fully compliant with the Code of Corporate Governance. 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 Ship-owners 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.
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.
Both internal and external audits have enabled the Committee to delve into the intricates of the Authority’s systems. The Committee finds this system of risk management, among others, the check and balance, to be an adequate tool in making sure that implementation on the ground is consistent with CPA’s approved policies, issuances and procedures. The results of evaluation allow the Authority to identify loopholes in the system and assure continual improvement in its processes.
Foreseeing the approaching reversion of operations to the pre-pandemic period, and the considerable possibility of surpassing it, it was in 2021 that initiatives were geared toward improving cargo handling performance.
The compliance of cargo handling service providers and third-party port operators to their respective contracts were reviewed by the Committee through the Internal Control Department’s findings and observations. This has led to the improvement in service providers’ compliance, such as labor practices and regulatory requirements, as they were compelled to take action specially to recurring violations otherwise their contracts might not be renewed and possibly revoked.
The Committee encouraged the PMD to conduct regular monitoring of the audit concerns such as cleanliness and safety control in their working areas as well as weekly meetings with the cargo handling service providers to validate its productivity and performance based on its contract commitment.
The Performance Audit Rating System (PARS) for Cargo Handling Service Providers was initially evaluated with the purpose of allotting more points to items that are essential in cargo handling operations in the hope that these would help improve the efficiency and efficacy of the CHSPs. The PARS shall soon bear more weight to the CHSPs compliance to the minimum requirements indicated in its respective contracts, such as its commitment to procure equipment at specific timelines.
Other directives in the pipeline include the establishment of a tariff for other existing services, and a digital monitoring platform connecting to cargo handling service providers, a revision of the policy on the performance bond, capitalization and working capital requirements for CHSPs servicing at the ports owned and operated by CPA, and a collection verification system.
As for the COA Audit Findings and Recommendations, out of the 11 Audit Observation Memoranda (AOM) for CY 2020 with corresponding recommendations, eight (8) were already implemented while the three (3) are still on-going as of August 2021. The remaining recommendations are targeted to be fully implemented before 31 December 2021.
Committee on Business, Finance and Risk Management
It may be recalled that on 16 March 2020 concessionaire operations at the CPA-operated PTBs have ceased when the City and Province of Cebu were first placed under lockdown pursuant to quarantine measures against the COVID-19 pandemic.
Now that Cebu is placed under Modified General Community Quarantine (MGCQ), the passenger terminal has been continuously used as an assembling area of authorized travelers. As reported by PMOs Pier 3 and 1, majority of the passengers struggle in going out of the facility for food and other basic needs.
This prompted the Authority to allow the provisional resumption of concessionaire operations at the Passenger Terminals through the issuance of MC 01-2021 on 09 February 2021. Concessionaires at CPA-operated PTBs may, at their option, resume operations, provided, that they apply for a Provisional Permit to Occupy from the Authority. For the duration of the travel restrictions imposed by the IATF and the DOTr or until passenger traffic shall have normalized to the volume prior to the COVID-19 pandemic, the PTO Fee for concessionaires at the PTBs shall be provisionally reduced to 50% of the prescribed rates, subject to review and adjustment corresponding to the maximum PTB capacity that may be allowed by the IATF or the DOTr.
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 Committee is a firm advocate of protecting the resources of the Authority. In terms of finance, interventions were made to demand the rightful payment of unremitted government shares from delinquent third-party ports and cargo handling service providers. The compliance of cargo handling service providers to their contractual commitments such as their obligation to upgrade their equipment were also emphasized.
On 14 December 2021, the Corporate Operating Budget for CY 2022 was approved with a revenue target of Php1.932 Billion, while Php843 Million was allocated for priority infrastructure projects.
Steering the authority towards modernization and digitalization is an effort found to enhance data collection, transparency, and visibility. Some of these plans include the automation of gates, the automation of collection system, and the online application of port services.
Committee on Executive, Governance, Nomination, and Remuneration
It is for the utmost interest and welfare of the CPA Employees Union and the Authority to foster and promote a noble and enduring relationship between the employees and management through the development of harmonious and sound labor practices. On 28 September 2021, the Board approved the renewal of the Collective Negotiation Agreement (CNA) between CPA and the CPA Employees Union, maintaining all of the existing provisions, add one (1) provision on port tour for retirable employees and amend one existing provision to conform with the guidelines of DBM for the release of CNA benefit.
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 14 December 2021, during the Joint 123rd Committee Meeting on Port Development, 82nd Business, Finance and Risk Management, and the 24th 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. The results of the evaluation were emailed to the members in aid for the Board and Committee's further improvement.
For the year 2021, the Board garnered an average adjectival rating of Very Satisfactory. Similarly, the majority of the Board Committees garnered a Very Satisfactory adjectival rating.
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.