Philam life CORPORATE GOVERNANCE

A.1.1 Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by annual general meeting (AGM) for final dividends?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). Subject to Section 43 of the Corporation Code of the Philippines and to the requirements set forth under Article VII Section 1 of the Company By-Laws, the Company pays its shareholders dividends proportionate to their shares; dividends are paid immediately from approval of the relevant regulatory authorities (i.e. Insurance Commission and the Securities and Exchange Commission).

Source: 

Article VII, Section 1 of the Company's By-Laws (page 9)

A.2.1 Amendments to the company's constitution?

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). As prescribed by the Corporation Code of the Philippines, the shareholders are given the right to participate in decisions concerning amendment of the Company's Articles of Incorporation, the authorization of additional shares, and the transfer of all or substantially all assets, if any.

Source: 

Sections 36, 38 and 40 of the Corporation Code

 

A.2.2 The authorization of additional shares?

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). As prescribed by the Corporation Code of the Philippines, the shareholders are given the right to participate in decisions concerning amendment of the Company's Articles of Incorporation, the authorization of additional shares, and the transfer of all or substantially all assets, if any.

Source: 

Sections 36, 38 and 40 of the Corporation Code

 

A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company?

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). As prescribed by the Corporation Code of the Philippines, the shareholders are given the right to participate in decisions concerning amendment of the Company's Articles of Incorporation, the authorization of additional shares, and the transfer of all or substantially all assets, if any.

Source: 

Sections 36, 38 and 40 of the Corporation Code

A.3.1 Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13).Under the Company's Manual of Corporate Governance, The Remuneration Committee has been tasked to assist the Board of Directors to carry out its responsibilities relating to executives' and directors' compensation/remuneration. The recommendation of the independent and non-executive directors' fees are then presented to the stockholders in the annual stockholders' meeting, for its approval. In the annual stockholders' meeting dated 02 April 2014, the stockholders approved the performance bonus of the external directors in the amount of P1.2 Million (gross). 

Sources: 

Agenda of the Stockholders’ Meeting Minutes of the Stockholders’ Meeting"

 

A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?

Yes. As prescribed by the Company By-Laws, all shareholders, whether controlling or minority), are given the right to nominate candidates for the Board. In the last annual stockholders' meeting on 02 April 2014, although the minority stockholder was not present, the Corporate Secretary still informed the stockholders that the minority stockholder has the right to nominate member/s of the Board, in accordance with the Company’s Articles of Incorporation & By-Laws.

Source: 

Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDF)

 

A.3.3 Does the company allow shareholders to elect directors/commissioners individually?

Yes. As prescribed by Section 5 of the Company By-Laws, at every meeting of stockholders, such stockholder with voting privilege shall be entitled to one vote for each share of stock standing in his name on the books of the corporation; provided, however, that in the election of directors, each stockholder is entitled to cumulate his vote in the manner provided by law. During the annual stockholders' meeting, the stockholders were informed that each stockholder with voting privilege was entitled to one vote for each share of stock standing in his name on the books of the Company. 

Source: 

Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDF)

 

A.3.4 Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds?

Yes. Before the election process, the shareholders are informed of the voting method and vote counting system; each stockholder with voting privilege was informed that he/she is entitled to one vote for each share of stock standing in his name on the books of the Company. After the election process, the Corporate Secretary shall count the votes and thereafter declare the duly elected members of the Board. 

Sources:

2014 Annual Report, page 19 - Election of Directors

Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDF)

 

A.3.5 Do the minutes of the most recent AGM record questions and answers?

Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company. 

Source:

Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)

 

A.3.6 Do the minutes of the most recent AGM record questions and answers?

Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company. 

Source:

Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)

 

A.3.8 Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM?

Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company. 

Source:

Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)

 

A.3.9 Does the company disclose the list of board members who attended the most recent AGM?

Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company. 

Source:

Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)

 

A.3.10 Did the chairman of the board of directors/commissioners attend the most recent AGM?

Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company. 

Source:

Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)

 

A.3.11  Did the chairman of the Audit Committee attend the most recent AGM?

Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company. 

Source:

Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)

B.1.1 Do the company's ordinary or common shares have one vote for one share?

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). Per Section 5 of the Company By- Laws, stockholders with voting privilege shall be entitled to one (1) vote for each share of stock standing in his name on the books of the Company.

Source: 

Article II, Section 5, By-Laws (page 5)

 

 

B.1.2 Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)?

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The Company only has one class of share (common share).

Source: 

Articles of Incorporation (page 7)

 

 

B.2.1 Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution?

Yes. As shown in the Notice and Minutes of Annual Stockholders' Meeting, each item for approval of the shareholders is scheduled separately. There is no bundling of several items into the same resolution.

Source: 

Notice Agenda of Annual Stockholders' Meeting dated 28 February 2014

Minutes of the Stockholders' Meeting dated 02 April 2014

 

B.2.2 Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version?

Yes. The 28 February 2014  Notice of the Annual Stockholders'
Meeting was written in the English language.

Source: 

Notice Agenda of Annual Stockholders' Meeting dated 28 February 2014

 

Does the notice of AGM/circulars have the following details:

 

B.2.3 Are the profiles of directors/commissioners ( at least age, qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included?

Yes. The Notice and the Shareholder Package Materials, which include among others the Annual Performance Report, contain the profiles of the directors seeking for re- election.

Source: 

2014 Annual Report, page 19 - Board Process

 

B.2.4 Are the auditors seeking appointment/re- appointment clearly identified?

Yes. The auditors seeking appointment/re-appointment for the year are clearly identified in the Notice of Annual Stockholders' Meeting.

Source: 

Notice Agenda of Annual Stockholders' Meeting dated 28 February 2014

 

B.2.5 Has an explanation of the dividend policy been provided?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). In 2014, the Notice of Meeting did not include the Dividend Policy of the Company.

Source: 

Minutes of the Stockholders Meeting dated 02 April 2014

 

B.2.6 Is the amount payable for final dividends disclosed?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The Notice did not declare the amount payable for dividends as the Company did not declare any dividends for 2014.

Source: 

Minutes of the Stockholders Meeting dated 02 April 2014

 

B.2.7 Documents required to be proxy/ Were the proxy documents made easily available?

Proxy Forms are attached and included to the Notice of Annual Meeting given in advance to the shareholders.

Source: 

Notice Agenda of Annual Stockholders' Meeting dated 28 February 2014 w/ Proxy

B.3.1 Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market?

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). Nevertheless, the Company's Code of Conduct and Insider Trading Policies materially contain the policies and reporting requirements of the Company with respect to insider trading and self dealing activities. 

Sources: 

AIA Code of Conduct

 

B.3.2 Are the directors and commissioners required to report their dealings in company shares within 3 business days?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The Company's Code of Conduct and Insider Trading Policies materially contains the policies and reporting requirement of the Company with respect to insider trading and self dealing activities

Source: 

AIA Code of Conduct (page 22)

 

B.4.1 Are directors and commissioners required to disclose their interest in transactions and any other conflicts of interest?

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). As provided in the Company's Manual of Corporate Governance, overlapping interest and transactions should be disclosed to the Board of Directors; related party transactions should require prior disclosure to and approval of the Board of Directors.

Sources: 

Philam Life Manual of Corporate Governance

 

B.4.2 Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company?

Yes. Under the Manual of Corporate Governance of the Company, overlapping interest including any material transaction appertaining thereto shall be disclosed to the Board. Related party transactions shall be disclosed fully to the Board, and prior Board approval must be obtained for RPTs that are material in nature.

Source: 

Philam Life Manual of Corporate Governance (page 13)

 

B.4.3 Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The Manual of Corporate Governance of the Company spells out the duties and responsibilities of its directors, which includes conducting fair business transaction with the Company to ensure that personal interest does not bias Board decisions. As good corporate governance policy of the Company, the directors are required to abstain or inhibit themselves in the board discussion and decision pertaining to their own personal interest.

Source: 

Philam Life Manual of Corporate Governance

 

B.4.4 Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates.

Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The Manual of Corporate Governance of the Company spells out the duties and responsibilities of its directors, which includes conducting fair business transaction with the Company to ensure that personal interest does not bias Board decisions.

Source: 

Philam Life Manual of Corporate Goveranance

B.5.1 Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies?

No. The Company has no RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies.

Sources: 

2014 Annual Report, page 20 - Related Party Transaction

 

B.5.2 Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length?

Yes. The Company ensures that RPTs are conducted in such a way to ensure that they are fair and at arms' length, and disclose such facts in its Annual Performance Report and the Audited Financial Statements.

Source: 

2014 Annual Report, page 20 - Related Party Transaction

 

Does the company disclose a policy that :

 

C.1.1 Stipulates the existence and scope of the company's efforts to address customers' health and safety?

Yes. The Company's corporate policies, include among others the AIA Code of Conduct which provides for the ethical guidelines for conducting business on behalf of AIA companies, of which Philam Life is a member. It specifies, among others the Company's commitment to conduct the business in a manner that protects the health, safety and security of the employees, customers and other stakeholders.

Source: 

AIA Code of Conduct, page 8 - Safe, Healthy and Secure Workplace

 

 

C.1.2 Explains supplier/contractor selection practice?

Yes. The Code of Conduct provides that AIA seeks supplier partnerships with diverse businesses. AIA particularly value suppliers that share AIA's dedication and commitment to diversity and social responsibility. The Company's policy on supplier/contractor selection practice is extensively covered by its Supplier Manual, and is disclosed in the Company Website.

Source: 

AIA Code of Conduct, page 15 - Supplier Selection

 

 

C.1.3 Describes the company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?

Yes. The Company's policy on the matter is sufficiently covered by its Security and Safety Policy, as well as the Corporate Social Responsibility Policy of the Company, and is disclosed in the Annual Report and Company Website.

Source: 

AIA Code of Conduct (pages 24-25) Social and Environmental Responsibilties

 

 

C.1.4 Elaborates the company's efforts to interact with the communities in which they operate?

Yes. The Company's policy on the matter is sufficiently covered by Corporate Social Responsibility arm of the Company, which is the Philam Foundation, Inc., the Code of Conduct also provides the social and environmental responsibilities of the Company.

Source: 

AIA Code of Conduct (pages 24-25) Social and Environmental Responsibilties

2014 Annual Report, page 20 to 21 - Operating Philosophy

 

 

C.1.5 Directs the company's anti-corruption programmes and procedures?

Yes. Under its Anti-Corruption and Bribery Policy, the Company has committed to conduct business in an environment of honesty and integrity, and strive to eliminate fraud from all its operations.

Source: 

AIA Code of Conduct, page 24 - Anti- Corruption and Anti-Bribery

 

 

C.1.6 Describes how creditors' rights are safeguarded?

Yes. The Fair Dealing policy of the Company ensures that businesses with the customers, service providers, supplier and competitors are conducted in a fair manner.

Source: 

AIA Code of Conduct, page 15 - Fair Dealing

 

 

Does the company disclose the activities that it has undertaken to implement the above mentioned policies?

 

 

C.1.7 Customer health and safety

Yes. The Company regularly discloses the activities it has undertaken to implement the above-mentioned policies through various company announcements, Annual Performance Report and CSR Report.

Source: 

 Manual of Corporate Governance, page 12, B.a
2014 Annual Report, page 20 - Operating Philosophy

 

 

C.1.8 Supplier/Contractor selection and criteria

Yes. The Company regularly discloses the activities it has undertaken to implement the above-mentioned policies through various company announcements, Annual Performance Report and CSR Report.

Source: 

 Manual of Corporate Governance, page 12, B.a
2014 Annual Report, page 20 - Operating Philosophy

 

 

C.1.9 Environmentally-friendly value chain

Yes. The Company regularly discloses the activities it has undertaken to implement the above-mentioned policies through various company announcements, Annual Performance Report and CSR Report.

Source: 

 Manual of Corporate Governance, page 12, B.a
2014 Annual Report, page 20 - Operating Philosophy

 

 

C.1.10 Interaction with the communities

Yes. The Company regularly discloses the activities it has undertaken to implement the above-mentioned policies through various company announcements, Annual Performance Report and CSR Report.

Source: 

 Manual of Corporate Governance, page 12, B.a
2014 Annual Report, page 20 - Operating Philosophy

 

 

C.1.11 Anti-corruption programmes and procedures

Yes. The Company regularly discloses the activities it has undertaken to implement the above-mentioned policies through various company announcements, Annual Performance Report and CSR Report.

Source: 

 Manual of Corporate Governance, page 12, B.a
2014 Annual Report, page 20 - Operating Philosophy

 

 

C.1.12 Creditors' rights

Yes. The Company regularly discloses the activities it has undertaken to implement the above-mentioned policies through various company announcements, Annual Performance Report and CSR Report.

Source: 

 Manual of Corporate Governance, page 12, B.a
2014 Annual Report, page 20 - Operating Philosophy

 

 

C.1.13 Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section?

Yes. The Company has a separate corporate responsibility (CR) report/section in its Annual Report.

Source: 

2014 Annual Report, page 17 - Corporate Social Responsibility

C.2.1 Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights?

Yes. The Company makes sure that all its stakeholders (i.e. customers, suppliers, general public etc.) have the avenue to voice their concerns and/or complaints.

Source: 

Annual Report Company Website - Customer Section

C.3.1 Does the company explicitly disclose the health, safety, and welfare policy for its employees?

Yes. The Company explicitly discloses the health, safety, and welfare policy for its employees under the policy, the Company commits to conduct business in a manner that protects the health, safety and security of its employees and customers. The Company regularly conducts basketball, volleyball, badminton and bowling tournaments, among others, for the physical and health benefits of its employees. In addition, the Company requires all its employees to undergo annual physical examination to ensure that employees remain fit and healthy.

Sources: 

AIA Code of Conduct, page 8- Safe, Healthy and Secure Workplace

 

C.3.2 Does the company publish data relating to health, safety and welfare of its employees?

Yes. The Company has been investing in the physical well-being and the safety of its employees through its various programs and initiatives. The Company has also engaged in various corporate partnership and activities to promote fitness in its employees. The Philam Group regularly conducts basketball, volleyball, badminton and bowling tournaments, among others, for the physical and health benefits of its employees. In addition, the Group requires all its employees to undergo annual physical examination to ensure that employees remain fit and healthy. The Company regularly updates the employees about various policies and developments relating to employee welfare.

Source: 

2014 Annual Report, page 15 - Promoting Health and Well-Being

 

 

C.3.3 Does the company have training and development programmes for its employees?

Yes. The Company provides various training and development programs for its employees, such as the Management Trainee Program, wherein the Company constantly develops potential leaders through on-the-job trainings, mentorship and classroom session. The Company follows the 70-20-10 training framework.

Source: 

2014 Annual Report, page 14 - Growing Excellence

 

 

C.3.4 Does the company publish data on training and development programmes for its employees?

Yes. The Company regularly updates the employees about various policies and information, such as those pertaining to employee training development.

Source: 

2014 Annual Report, page 14 - Growing Excellence

 

 

C.3.5 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures?

Yes. The Company has a reward/compensation policy that accounts for the performance of the Company beyond short-term financial measures.

Source: 

2014 Annual Report, page 15 - Rewarding Performance

C.4.1 Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour?

Yes. The Company's policy on illegal and unethical behavior is sufficiently covered by the Company's Code of Conduct and the Whistleblower Protection Policy.

Sources: 

2014 Annual Report, page, 20 - Operating Philosophy

 

C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?

Yes. The Company's policy on illegal and unethical behavior is sufficiently covered by the Company's Code of Conduct for employees and Whistle Blowing Protection Policy. As part of its Policy, the Company prohibits retaliation against any employee for making a good faith report of an actual or suspected violation of the Code of Conduct, laws, regulations or AIA Policies.

Source: 

2014 Annual Reporty, page 20 - Operating Philosophy

D.1.1 Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more?

Yes. Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The SEC General Information Sheet contains the list of shareholders (direct and indirect) of the Company and their corresponding holdings.

Source: 

2014 Annual Report, page 22  General Information Sheet, pages 7-8

 

 

D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The SEC General Information Sheet contains the list of shareholders (direct and indirect) of the Company and their corresponding holdings.

Source: 

2014 Annual Report, page 22  General Information Sheet, pages 7-8

 

 

D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13).The SEC General Information Sheet contains the list of directors of the Company and their corresponding holdings.

Source: 

2014 Annual Report, page 22  General Information Sheet, pages 7-8

 

 

D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The SEC General Information Sheet contains the list of senior management of the Company (i.e. President and Executive Vice Presidents) and their corresponding holdings to the Company.

Source:

2014 Annual Report, page 22  General Information Sheet, pages 7-8

 

D.1.5 Does the company disclose details of the subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The details of the Company's subsidiaries, associates, joint ventures and special purpose enterprises are disclosed in the Annual Performance Report.

Source: 

2014 Annual Report, page 23

Does the company's annual report disclose the following items:

 

D.2.1 Key risks

Yes. The particular item is sufficiently disclosed inthe Annual Performance Report of the Company.

Source: 

2014 Annual Report, page 14 - Enterprise Risk Management

 

 

D.2.2 Corporate objectives

Yes. The Vision, Mission and Values of the Company are sufficiently disclosed in the Annual Performance Report of the Company.

Source: 

2014 Annual Report, page 6

 

 

D.2.3 Financial performance indicators

Yes. The 2014 Financial Highlights, as well as the Statement of Financial Position and Total Comprehensive Income of the Company as of 13 December 2014, are sufficiently disclosed in the Annual Performance Report of the Company.

Source: 

2014 Annual Report, pages 28-30

 

 

D.2.4 Non-financial performance indicators

Yes. The non-financial performance indicators and other achievements of the Company are sufficiently disclosed in the Annual Performance Report of the Company.

Source: 

2014 Annual Report, page 7

 

 

D.2.5 Dividend policy

Yes. The company adheres to the requirements of the Corporation Code of the Philippines and the National Internal Revenue Code of the Philippines.

 

 

D.2.6 Details of whistle-blowing policy

Yes. The details of the Whistleblower Policy are sufficiently disclosed in the Annual Performance Report of the Company.

Source: 

2014 Annual Report, page 21 - Whistleblower Policy

 

 

D.2.7 Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners

Yes. The Biographical Details of the directors are sufficiently disclosed in the Annual Performance Report of the Company.

Source: 

2014 Annual Report, pages 24-27

 

 

D.2.8 Training and/or continuing education programme attended by each director/commissioner

Yes. The Orientation Program and Training requirements of the Board are sufficiently disclosed in the Annual Performance Report of the Company.

Source: 

2014 Annual Report, page 19 - Orientation Program and Training

 

 

D.2.9 Number of board of directors/commissioners meetings held during the year

Yes. For 2014, there were seven (7) meetings of the Board of Directors of the Company, as disclosed in the Annual Performance Report of the Company.

Source: 

2014 Annual Report, page 20 - Board and Committee Meetings

 

 

D.2.10 Attendance details of each director/commissioner in respect of meetings held

Yes. The attendance details are disclosed in the Annual Performance Report of the Company.

Source: 

2014 Annual Report, page 20 - Board and Committee Meetings

 

 

D.2.11 Details of remuneration of the CEO and each member of the board of directors/commissioners

No. The particular item was not disclosed in the Annual Performance Report of the Company.

 

 

Corporate Governance Confirmation Statement

 

 

D.2.11 Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non- compliance, identify and explain reasons for each such issue?

Yes. The Annual Performance Report of the Company contains a statement confirming the Company's full compliance with the Code of Corporate Governance.

Source: 

Manual of Corporate Governance, page 13

D.3.1 Does the company disclose its policy covering the review and approval of material/significant RPTs?

Yes.The particular policy is expressly provided in the Company's AIA Code of Conduct and Manual of Corporate Governance of the Company.

Sources: 

Manual of Corporate Governance, page 13 AIA Code of Conduct

 

D.3.2 Does the company disclose the name of the related party and relationship for each material/significant RPT?

Yes. The particular item, if any, is sufficiently disclosed in the Audited Financial Statements of the Company.

Source: 

Annual Report, 20, Related Party Transactions (2014 AFS, Note 31)

 

 

D.3.3 Does the company disclose the nature and value for each material/significant RPT?

Yes. The nature and significant RPTs, if any, is sufficiently disclosed in the Audited Financial Statements of the Company.

Source: 

Annual Report, 20, Related Party Transactions (2014 AFS, Note 31)

 

D.4.1 Does the company disclose trading in the company's shares by insiders?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). No disclosure required since the Company does not trade its shares.

Sources: 

2014 Annual Report

D.5.1 Are audit fees disclosed?

No. The Company deems not to disclose the Audit Fees of the External Auditor

 

Where the same audit firm is engaged for both audit and non-audit services,

 

D.5.2 Are the non-audit fees disclosed?

Not Applicable. The Company engages its External Auditor for audited services only.

 

 

D.5.3 Does the non-audit fees exceed the audit fees?

Not Applicable. The Company engages its External Auditor for audited services only.

D.6.1 Quarterly reporting

Yes. The Company uses quarterly reporting as one of its modes of communication.

Sources: 

Company Website - Usap Tayo Newsletter

 

 

D.6.2 Company website

Yes. The Company uses its website as one of its modes of communication.

Sources: 

Company Website

 

 

D.6.3 Analyst's briefing

Not applicable item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The Company uses its own investment analyst who regularly reports to the Board, Management, Employee and Client Forums.

Sources: 

Company Website 2014 Annual Report

 

 

D.6.4 Media briefings /press conferences

Yes. The Company uses media briefings and press conferences as one of its modes of communication.

Sources: 

Company Website 2014 Annual Report

 

D.7.1 Is the audited annual financial report released within 90 days from the financial year end?

Yes. The Audited Financial Statements of the Company are released to the directors and the shareholders prior to the scheduled Board and annual stockholders' meetings. The AFS is then submitted to the regulators within the period required by them.

Sources: 

Minutes of the Annual Stockholders' meeting dated 02 April 2014

 

 

D.7.2 Is the audited annual financial report released within 120 days from the financial year end?

No.

 

 

D.7.3 Is the audited annual/financial report released within 60 days from the financial year end?

No.

 

 

D.7.4 Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company?

Yes. During their 02 April 2014 meetings, the Board of Directors and the Shareholders approved the 2013 Annual Audited Financial Statements of the Company.

Sources: 

Minutes of the Annual Stockholders' Meeting dated 02 April 2014

 

Does the company have a website disclosing up- to-date information on the following:

 

D.8.1 Business operations

Yes. The Company website discloses among others information relating to business operations of the Company.

Sources: 

Company Website, Individual and Business Sections

 

D.8.2 Financial statements/reports (current and prior years)

Yes. The Company website discloses among others information relating to financial statements of the Company.

Sources: 

2014 Annual Report, pages 28-30 Published Synopsis

 

 

D.8.3 Materials provided in briefings to analysts and media

Yes. The Company website discloses among others information relating to briefings to analysts and media.

Sources: 

Company Website, About Us, Media Center Section

 

 

D.8.4 Shareholding structure

Yes. The Company website discloses among others information relating to the shareholding structure of the Company.

Sources: 

2014 Annual Report, page 23 - List of Stockholders

2014 General Information Sheet, pages 4-5

 

 

D.8.5 Group corporate structure

Yes. The Company website discloses among others information relating to the Company's group corporate structure.

Sources: 

Company Website - 2014 Annual Report, page 23

 

 

D.8.6 Downloadable annual report

Yes. The Company website contains the downloadable Annual Performance Report of the Company.

Sources: 

Company Website - Quick Links, Corporate Governance Section

 

 

D.8.7 Notice of AGM and/or EGM

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The Company website contains the Notice of the Annual Stockholders' Meeting of the Company.

Sources: 

Notice Agenda of Annual Stockholders Meeting dated 28 February 2014

 

 

D.8.8 Company's constitution (company's by-laws, memorandum and articles of association)

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). The Company website contains the Company's Articles of Incorporation and By-Laws. 

Sources: 

Website - Articles of Incorporation and By-Laws

 

 

D.8.9 All of the above (D.8.1 to D.8.8) are available in English

All of the above information are in English language.

Sources: 

Company Website

D.9.1 Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer responsible for investor relations?

Not Applicable Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13). Since the Company is not a publicly- listed company, it has no contact details required herein. However, the Company has in its website a Hotline which can be used by all its stakeholders (i.e., customers, employees, and investors of affiliate companies) and the public.

Sources: 

Company Website

A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.

A.1.1(B) Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders?

Not applicable item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13)

 

 

 

B.1 Notice of AGM

B.1.1(B) Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting?

Not applicable item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13)

 

 

B.2 Insider trading and abusive self-dealing should be prohibited.

B.2.1(B) Does the company have a policy requiring directors / Commissioners and key officers to notify the Board or its delegate at least one day before they deal in the company shares?

Yes. The Company's Insider Trading Policy governs the conduct of its directors, officers and employees on the matter.

Source:

2014 Annual Report, page 20 - Operating Philosophy

 

 

 

D.1 Quality of Annual Report

D.1.1(B) Does the company disclose the Identity of advisers/consultants to the remuneration/compensation committee appointed by the board and whether they are deemed independent or they have declared any conflicts of interests?

No.

 

 

 

E.1 Board Competencies and Diversity

E.1.1(B) Does the company have at least one female independent director/commissioner?

No. For 2014, the Board is composed of all male independent directors.

 

 

E.2 Nominating Committee

E.2.1(B) Does the Nominating Committee comprise entirely of independent directors/commissioners?

No. Philam Life's Nomination & Governance Committee is composed of one (1) independent director and three (3) non-executive directors.

 

 

E.3 Board Appointments and Re-Election

E.3.1(B) Does the company compile a board profile when considering candidates to the board (i.e., identify the professional skills and personal characteristics present on the current board; identify the missing skills and characteristics; and nominate individuals who could fill possible gaps)?

Yes. In considering candidates to the Board, the Company takes into account the qualifications and profiles set for in the Company's Manual of Corporate Governance.

Source:

Manual of Corporate Governance, page 5

 

 

E.3.2(B) Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners?

Yes. The Company seriously considers the qualifications of the members of the Board. Thus, it compiles their profiles such as professional skills and competence. It also use external firms to identify potential candidates.

Source:

Manual of Corporate Governance, page 5

 

 

E.4 Board Structure & Composition

E.4.1(B) Has the company set a limit of five board seats in PLCs including its unlisted subsidiaries?

No. Under the Manual of Corporate Governance of the Company, the optimum number of directorships shall be generally related to the capacity of a director in performing his duties diligently. The CEO and other executive directors, however, shall submit themselves to a low indicative limit (four or lower) on membership in other corporate boards. The same low limit applies to independent non-executive directors who serve as full time executives in other corporations. There can be a higher indicative limit (five or lower) for other directors who hold non-executive position in any corporation. In any case, the capacity of directors to serve with diligence shall not be compromised. 

Source:

Manual of Corporate Governance, page 3 - B. Multiple Board Seats

 

 

E.5 Board Appraisal

E.5.1(B) Does the company appoint an external consultant to facilitate the board assessment at least once every three years?

No.

 

 

E.6 Risk Oversight

E.6.1(B) Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems?

Yes. The Annual Report contains a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems.

Source:

2014 Annual Report, page 14 - Enterprise Risk Management

A.1 Basic shareholder rights

A.1.1(P) Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders?

Not applicable item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13)

 

 

A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.

A.2.1(P) Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders?

No. Default item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13)Insurance

 

 

A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.

A.3.1(P) Did the company include any additional and unannounced agenda item into the notice of AGM/EGM?

No. The Annual Stockholders' meeting only discussed those items included in the Notice and Agenda. There were no additional and unannounced items in the agenda.

Source:

Notice Agenda of the Annual Stockholders' Meeting Minutes of the Annual Stockholders' Meeting

 

 

A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.

A.4.1(P) Shareholders agreement?

No. There was no shareholder agreement executed in 2014 that enabled the other shareholder to obtain certain degree of control disproportionate to its equity ownership.

 

 

A.4.2(P) Voting cap?

No. Default item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13)Insurance

 

 

A.4.3(P) Multiple voting rights?

No. Default item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13)Insurance

 

 

A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.

A.5.1(P) Is a pyramid ownership structure and/ or cross holding structure apparent?

No. Not applicable item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13)

B.1 Insider trading and abusive self-dealing should be prohibited.

B.1.1(P) Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years?

No. There was no conviction of insider trading involving directors/commissioners, management and employees in the past years.

 

 

B.2 Protecting minority shareholders from abusive action

B.2.1(P) Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years?

No. The Company has not faced any sanctions by regulators for failure to make announcement within the requisite period for material events.

 

 

 

C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.

C.1.1(P) Has there been any violations of any laws pertaining to labor/employment/ consumer/insolvency/commercial/competition or environmental issues?

No. The Company did not commit violations of any laws pertaining to labor/employment/consumer/insolvency/commercial/competition or environmental issues.

 

 

C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.

C.2.1(P) Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events?

No. The Company has not faced any sanctions by regulators for failure to make announcement within the requisite period for material events.

 

 

 

D.1 Sanctions from regulator on financial reports

D.1.1(P) Did the company receive a "qualified opinion" in its external audit report?

No. The Company received a clean and an unqualified opinion of its External Audit Report.

Source:

2014 Audited Financial Statement of the Company

 

 

D.1.2(P) Did the company receive a "adverse opinion" in its external audit report?

No. The Company received a clean and an unqualified opinion of its External Audit Report.

Source:

2014 Audited Financial Statement of the Company

 

 

D.1.3(P) Did the company receive a "disclaimer opinion" in its external audit report?

No. The Company received a clean and an unqualified opinion of its External Audit Report.

Source:

2014 Audited Financial Statement of the Company

 

 

D.1.4(P) Has the company in the past year revised its financial statements for reasons other than changes in accounting policies?

No. For the past year, the Company has not revised its financial statements for reasons other than changes in accounting policies.

Source:

2014 Audited Financial Statement of the Company

 

E.1 Compliance with listing rules, regulations and applicable laws

E.1.1(P) Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules?

Not applicable item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13)

 

 

E.1.2(P) Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns?

No. Based on records. There were no instances where non- executive directors/commissioner have resigned and raised any issues of governance- related concerns.

 

 

E.1.3(P) Have there been major corporate scandals that point to weak board of directors/commissioners oversight?

No. There were no major corporate scandals that point to weak board of directors oversight.

 

 

E.2 Board A

E.2.1(B) Does the Company have any independent directors/commissioners who have served for more than nine years?

Yes(2 Directors). Mr. Sycip (since 2001) and Mr. Buenaventura (since 1983) served as independent directors of the Company for more than nine (9) years.

 

 

E.2.2(B) Did the company fail to provide justification and obtain shareholder's approval for retaining the independent director(s)/commissioner(s) beyond nine years?

No. Due to their significant qualifications, experience and expertise, the shareholders elected and re-elected the above persons an Independent Director of the Company.

 

 

E.2.3(B) Did the company fail to disclose the date of first appointment of each independent directors(s)/commissioner(s)?

No. The dates of first appointment of the Independent directors are disclosed in the Annual Report of the Company

 

 

E.2.4(B) Did the company fail to disclose the identity of the independent director(s)/commissioner(s)?

No. he identity of the independent auditors are disclosed in the Annual Report of the Company.

Source:

2014 Annual Report

 

 

E.3 External Audit

E.3.1(B) Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)?

Yes. No director or senior management was a former employee or partner of the current external auditor in the past 2 years