• Dollar Diversity Balanced Fund (USD Balanced)
    Purchase: 1.03343
    Redemption: 1.02310
    as of Aug. 17, 2018
  • Dollar Diversity Growth Fund (USD Equity)
    Purchase: 1.08000
    Redemption: 1.06920
    as of Aug. 17, 2018
  • Dollar Conservative Fund (Fixed Income)
    Purchase: 1.02030
    Redemption: 1.01010
    as of Aug. 17, 2018
  • Dollar Standby Fund (Money Market)
    Purchase: 1.02650
    Redemption: 1.02650
    as of Aug. 17, 2018
  • Peso Moderate Fund (Balanced)
    Purchase: 0.98929
    Redemption: 0.97940
    as of Aug. 17, 2018
  • Peso Dragon Equity Fund (Equity)
    Purchase: 1.33626
    Redemption: 1.32290
    as of Aug. 17, 2018
  • Peso Equity Index Fund (Equity)
    Purchase: 1.04586
    Redemption: 1.03540
    as of Aug. 17, 2018
  • Peso Aggressive Fund (Equity)
    Purchase: 0.91455
    Redemption: 0.90540
    as of Aug. 17, 2018
  • Peso Conservative Fund (Fixed Income)
    Purchase: 1.00646
    Redemption: 0.99640
    as of Aug. 17, 2018
  • Peso Standby Fund (Money Market)
    Purchase: 1.03410
    Redemption: 1.03410
    as of Aug. 17, 2018
  • Natixis Best of U.S. Sectors Fund
    Purchase: N/A
    Redemption: 946.80000
    as of Aug. 14, 2018
  • Global Brands Select Fund
    Purchase: N/A
    Redemption: 1,033.04000
    as of Aug. 14, 2018

Governance

  

 

 

BDO Life Assurance Company, Inc.

Asean Corporate Governance Scorecard

Posted on June 15, 2018

Part A - Rights of Shareholders

A. Rights of Shareholders

A.1 Basic Shareholder Rights

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 shareholders at  general meetings for final dividends?

OECD Principle II: The Rights of Shareholders and
Key Ownership Functions 
(A) Basic shareholder rights should include the right to, amongst others: (6) share in the profits of the corporation.
 
 
N/A  

A. 2 Right to participate in decisions concerning fundamental corporate changes.
        Do shareholders have the right to participate in:

A.2.1

Amendments to the company's constitution?

OECD Principle II
(B) Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: (1) amendments to the statutes, or articles of incorporation or similar governing documents of the company.
Y
Neither the Company's Amended Articles of Incorporation nor any board resolution provide any restriction on shareholders' voting rights.  The Company abides by the mandate of the law and gives the shareholders the right to participate in amendments to the Company's Constitution.
 
A.2.2 The authorisation of additional shares?
OECD Principle II (B): 
(2) the authorisation of additional shares.
Y
Neither the Company's Amended Articles of Incorporation nor any board resolution provide any restriction on shareholders' voting rights.  The Company abides by the mandate of the law and gives the shareholders the right to participate in amendments to the Company's Constitution.
 
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company?
OECD Principle II.(B): 
(3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company.
Y
The Company had never had any transaction pertaining to transfer of all or substantially all of its assets.  Nevertheless, neither the Company's Amended Articles of Incorporation nor any board resolution provide any restriction on shareholders' voting rights. The Company thus abides by the mandate of the law, particularly Sections 6 and 40 of the Corporation Code.
 

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

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?

OECD Principle II (C): 
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval.
Y
During the Annual Stockholders' Meeting, the stockholders approve and ratify all acts of the Board of Directors, Board Committees and Management during the previous year. 
 
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? Y
All stockholders alike have the right to nominate candidates for the Company's board of directors. 
 
A.3.3 Does the company allow shareholders to elect directors/commissioners individually? Y
All stockholders alike have the right to nominate candidates for the Company's board of directors. 
 
A.3.5 Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues?
OECD Principle II (C): 
(2) Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations.
Y (See ASM Minutes 2018)
A.3.6 Do the minutes of the most recent AGM record questions and answers? Y

(See ASM Minutes 2018)

A.3.7 Does the disclosure of the outcome of the most recent AGM include resolution(s)? Y
The outcome of the most recent Annual Stockholders Meeting include resolutions.
 
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? Y
The Company discloses the voting results, including approving, dissenting, and abstaining votes for each agenda item.
 
A.3.9 Does the company disclose the list of board members who attended the most recent AGM?
OECD Principle II (C); and
 
ICGN 2.4.2: 
All directors need to be able to allocate sufficient time to the board to perform their responsibilities effectively, including allowing some leeway for occasions when greater than usual time demands are made. 
Y
The list of persons who attended (including the names of members of the Board of Directors) is included in the Minutes.
 
A.3.10 Did the chairman of the board of directors/commissioners attend the most recent AGM? Y
The Chairman of the Board of Directors attended  the most recent Annual Stockholders' Meeting.
 
A.3.11 Did the CEO/Managing Director/President attend the most recent AGM? Y
The President attended the most recent Annual Stockholders' Meeting.
 
A.3.12 Did the chairman of the Audit Committee attend the most recent AGM? Y
The  Chairman of the Audit Committee attended the most recent Annual Stockholders' Meeting.
 
A.3.13 Did the company organise their most recent AGM in an easy to reach location? OECD Principle II (C)  Y
The AGM has been consistently held in the Company's principal place of business. 
 
A.3.14 Does the company allow for voting in absentia?
OECD Principle II (C):
(4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.
Y
The ASM Agenda explicitly mentions voting in absentia.
 
A.3.15 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? OECD Principle II (C)  N/A  
A.3.16 Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? N/A  
A.3.17 Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions?
OECD Principle II (C):
(1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.
N/A  
A.3.18 Do companies provide at least 21 days notice for all resolutions? Y
Notice of the Annual Stockholders' Meeting was issued on February 21, 2018.
 
A.3.19 Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? Y
The Agenda includes rationale and explanation of each item stated therein.
 

 

A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner.

A.4.1

In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price?

OECD Principle II (E):
Markets for corporate control should be allowed to function in an efficient and transparent manner. 
 
(1) The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions should occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class.
N BDO Life has not acquired or taken over any companies to date.  Merger has only been with its former parent company, BDO Life Assurance Holdings Corp.

A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.

A.5.1

Does the Company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company?

OECD Principle II (F): 
The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
N/A

 

 

 

 

Part B - Equitable Treatment of Shareholders

B.1 Shares and voting rights

 

B.1.1

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

OECD Principle III 
(A) All shareholders of the same series of a class should be treated equally.
(1) Within any series of a class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected.
 
ICGN 8.3.1 Unequal voting rights
Companies ordinary or common shares should feature one vote for one share. Divergence from a 'one-share, one-vote' standard which gives certain shareholders power which is disproportionate to their equity ownership should be both disclosed and justified. 
Y
Common shares have one vote per share.
 
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)? Y
All common shareholders and preferred shareholders have the same voting rights.
 

 

B.2 Notice of AGM

 

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?

 

OECD Principle II
(C) Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern shareholder meetings:
(1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated.
 
OECD Principle II
(A) All shareholders of the same series of a class should be treat equally.
(4) Impediments to cross border voting should be eliminated.
 
ICGN 8.3.2 Shareholder participation in governance
Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors in an individual basis and also the right to appoint external auditor.
 
ICGN 8.4.1 Shareholder ownership rights
The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote.
 

 

Y
Each resolution in the most recent Annual Stockholders' Meeting deals with only one item.
 
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? Y
Notice of ASM is in English.
 
Does the notice of AGM/circulars have the following details:  
B.2.3 Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? Y
The profles of directors are disclosed when they seek election/re-election.
 
B.2.4 Are the auditors seeking appointment/re-appointment clearly identified? Y
The auditor seeking appointment was clearly identified.
 
B.2.5 Has an explanation of the dividend policy been provided? N/A  
B.2.6 Is the amount payable for final dividends disclosed? N/A  
B.2.7 Were the proxy documents made easily available? Y

The proxy documents were included in the notices sent to shareholders.

 

B.3 Insider trading and abusive self-dealing should be prohibited.

ICGN 8.3.2 Shareholder participation in governance
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?
OECD Principle III 
(B) Insider trading and abusive dealing should be prohibited
 
ICGN 3.5 Employee share dealing
Companies should have clear rules regarding any trading by directors and employees in the company's own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market.
 
ICGN 8.5 Shareholder rights of action
... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.
Y
Rules of insider trading for directors and employees are covered by Personal Trading Policy
 
B.3.2 Are the directors / commissioners required to report their dealings in company shares within 3 business days? N/A  

B.4 Related party transactions by directors and key executives.

B.4.1 Does the company have a policy requiring directors /commissioners  to disclose their interest in transactions and any other conflicts of interest?
OECD Principle III 
(C) Members of the board and key executives should be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation.
 
ICGN 2.11.1 Related party transactions
Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. 
 
ICGN 2.11.2 Director conflicts of interest
Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest.
Y
Board Directors are required to disclose their transactions that may result in conflict of interest
 
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? Y
Board Directors are required to abstain from participating in Board discussions where conflict of interest may arise 
 
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? Y
The Company does not issue individual loans to non-executive members of the board of directors. Any loans that may be granted to executive directors shall be covered under the company's policies applicable to all employees.  As stated in the Annual Financial Statements for the year ending December 31, 2017,  no loans were extended to directos.
 

B.5 Protecting minority shareholders from abusive actions

B.5.1 Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies?
OECD Principle III 
(A) All shareholders of the same series of a class should be treated equally.
(2) Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress.
 
ICGN 2.11.1 Related party transactions
Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. 
 
ICGN 2.11.2 Director conflicts of interest
Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest.
 
ICGN 8.5 Shareholder rights of action
Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.
N (See Audited Financial Statements for the year ending December 31, 2017)
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? Y
 

 

 

 

Part C - Role of Stakeholders

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

C.1.1 Stipulates the existence and scope of the company's efforts to address customers' welfare?
OECD Principle IV (A): 
The rights of stakeholders that are established by law or through mutual agreements are to be respected. In all OECD countries, the rights of stakeholders are established by law (e.g. labour, business, commercial and insolvency laws) or by contractual relations. Even in areas where stakeholder interests are not legislated, many firms make additional commitments to stakeholders, and concern over corporate reputation and corporate performance often requires the recognition of broader interests.
 
Global Reporting Initiative: Sustainability Report (C1.1 - C.15)  International Accounting Standards 1: Presentation of Financial Statements      
Y
The Company is committed to meet the needs of its customer by providing them with high quality customer service and relevant products and services. The Company is also committed  to treat clients fairly. The minimum standards to ensure that clients are treated fairly are the following:
 
1. Communications are fair and not misleading.
2. Ensure that clients are given clear and concise information, including the risks involved, before they enter into financial products and services.
3. Products and service are suitable and appropriate, taking into account the needs of the clients, their financial and risk profile and objectives.
4. Complaints should be handled in a prompt, friendly, fair and effective manner.
 
C.1.2 Explains supplier/contractor selection practice? Y
The Company adopts strict standards and procedures on the selection, qualification, accreditation and supervision of its suppliers/contractors.
 
This is covered by a General Procurement Guidelines.
 
These include, among others, the following:
A. Sourcing of Vendors/Suppliers/Contractors
B. Vendor Accreditation
C. Competitive Processes (Canvassing/Bidding)
 
The Company invites a certain number of vendors/suppliers. They have to meet certain criteria before they can bid for work or a supply contract. The Company awards the Contract to the one who offers the most advantageous commercial terms and who can demonstrate cost effectiveness, competence and reliability.
 
C.1.3

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

Y
Equally important to the Company is our commitment to enhance sustainability of the environment thru information education and advocacies.
 
BDO Group has in place a Social and Environmental Management Policy (SEMS Policy) to ensure that environmental and social consciousness are incorporate in the day-to-day operations of the Group for the benefits of all its stakeholders, employees and the community in which it operates. It has also a provision that will limit the Group's exposure to certain industries that have an adverse impact on the environment and this is included in the evaluation of credit proposals.
 
The Group also introduced the "Go Green Program" to raise awareness on environmental issues, promote good environmental practices in the workplace.
C.1.4 Elaborates the company's efforts to interact with the communities in which they operate? Y
By adhering to good corporate governance, the Company strives to have a sustainable growing and progressive business for the community, which in turn allows us to create employment, support business and be a good role model to the public in general.
 
C.1.5

Describe the company's anti-corruption programmes and procedures?  

Y
The Company institutionalizes the highest ethical standards through the strict implementation of the Code of Conduct and Business Ethics that outlines the principles and guidelines that govern the activities of the institution, sets forth the rules of conduct in the workplace and the standards of its directors, officers and employees in their activities and relationship with external stakeholders.
 
The Company ensures that all transactions with counter-parties are transparent and on arm's length basis, and strictly prohibits corrupt practices that may directly or indirectly result in favorable treatment of or undue preferences to certain entities.
 
C.1.6 Describes how creditors' rights are safeguarded?  Y For policyholders, the applicable policy reserves are maintained in accordance with the Insurance Code and any implementing circulars of the Insurance Commission.  With respect to valid creditors in the ordinary course of business, the Company abides by the Trust Fund Doctrine under the Corporation Code.
  Does the company disclose the activities that it has undertaken to implement the above mentioned policies?    
C.1.7 Customer health and safety OECD Principle IV (A) & Global Reporting Initiative Y

The Company is committed to maintain a positive, harmonious and professional work environment with due importance accorded to occupational health and safety of the employees and related external constituencies (customers, suppliers, vendors, service providers and the general public).

C.1.8 Supplier/Contractor selection and criteria Y
Sourcing of Vendors/Suppliers/Contractors
1. As a general rule, vendors, suppliers and contractors shall be sourced through research via trade organizations, publications (including the internet), professional bodies, and other external entities, and through market consultation.
2. The Company's Procurement unit shall accept walk-in vendors/suppliers/contractors and entertain referral from units as possible sources of goods or services.
 
Vendor Accreditation
Criteria shall include the following items:
a. financial, credit and technical capability
b. track record / reputation in the industry
c. availability of capacity / network
d. cost competitiveness
e. business reciprocity with the Company.
C.1.9

Environmentally-friendly value chain

Y
Equally important to the BDO Group is its commitment to enhance
sustainability of the environment thru information education and
advocacies.
 
The Group ensures that environmental and
social consciousness are incorporated in the day-to-day operations of the Group for the benefit of all its stakeholders, employees, and the community in which it operates. It also limits exposure to certain industries that have an adverse impact on the environment and this is included in the evaluation of credit proposals.
 
Further, in line with its Code of Conduct and Business Ethics, the Company only invests in reputable institutions that have high regard for corporate social responsibility.
 
C.1.10 Interaction with the communities Y
BDO Life is part of the BDO Group.  BDO Group executes its activities concerning communities through BDO Foundation.
 
Recognizing its social development role, the Group instituted socio-civic programs thru the BDO Foundation, Inc. geared towards empowerment of marginalized communities and promoting environmental protection as a way of giving back particularly to the communities in which its operates and to the society in general. In 2017, the corporate responsibility program of the Group was focused on the following:
1. Relief;
2. Rehabilitation; and
3. Reconstruction.
 
C.1.11 Anti-corruption programmes and procedures Y
In the Revised Code of Conduct and Business Ethics, the BDO Group commits to comply with anti-corruption laws in all jurisdictions it operates. Bribery of any form is strictly prohibited.
 
Employees, suppliers, partners and other 3rd parties must avoid giving or receiving gifts or entertainment if these might improperly influence the Recipient's decision making or might be perceived to do so. They must not also offer or take any form of illegal or improper payment.
 
These rules are strictly enforced across the BDO Group thru the following activities:
 
1. Requiring the Directors,
Officers and staff to submit a yearly certification that they have read and understood stipulating their compliance with the standards and policies set forth herein including the anti-corruption and bribery policies;
2. Publishing the BDO Code of Conduct and Business Ethics in the Group's website so that the public may know that the Group is strictly against bribery and corruption.
3. Accreditation of suppliers, vendors, 3rd party service providers and strict enforcement of the Group's Gift Policy in their dealing with the Group.
4. Inclusion of the Code of Conduct and Business Ethics in the orientation of new employees and training programs of the Group; and
5. Regular monitoring of existing contracts with suppliers, close evaluation of those that have been consumated, and ensuring that only those suppliers that have met the Group's standards are retained through a yearly performance assessment.
 
 
C.1.12 Creditors' rights  Y The Company is committed to comply with all its obligation to its creditors. To this end, the Company has put mechanism in place to ensure that all its undertakings (financial or otherwise) to creditors and stakeholders, either local or foreign, are discharged in a prompt and efficient manner and that all its covenants and representations are truthful, and are duly complied with in good faith based on generally accepted industry standards. In accordance with law, they will be given the priority in payment of the company's obligations in the normal course of business and in the event of liquidation.
C.1.13 Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section?
OECD Principle V (A): 
Disclosure should include, but not be limited to, material information on: 
(7) Issues regarding employees and other stakeholders.
 
Companies are encouraged to provide information on key issues relevant to employees and other stakeholders that may materially affect the long term sustainability of the company.  
Y
The Company regularly publishes its Annual Report in the Company website.
 

 

C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.

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?
OECD Principle IV (B): 
Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
 
The governance framework and processes should be transparent and not impede the ability of stakeholders to communicate and to obtain redress for the violation
of rights..
Y
The Company provides contact details through its website and Annual Report through which stakeholders may voice their concerns or complaints.
 
BDO Groups also has a program called BDO Watch which steers an open communication between the Office of the President and employees, encouraging concepts or ideas that can potentially be adapted in the system, and make suggestions to improve, enhance or simplify business processes. Similarly, BDO Watch is significant channel to commend a milestone – be it an outstanding delivery of service and/or an admirable performance of function by a unit or individual.
 

 

C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop.

C.3.1 Does the company explicitly disclose the health, safety, and welfare policy for its employees? 
OECD Principle IV (C):
Performance-enhancing mechanisms for employee participation should be permitted to develop. In the context of corporate governance, performance enhancing mechanisms for participation may benefit companies directly as well as indirectly through the readiness by employees to invest in firm specific skills. 
 
Firm specific skills are those skills/competencies that are related to production technology and/or organizational aspects that are unique to a firm.
 
Examples of mechanisms for employee participation include: employee representation on boards; and governance processes such as works councils that consider employee viewpoints in certain key decisions. With respect to performance enhancing mechanisms, employee stock ownership plans or other profit sharing mechanisms are to be found in many countries. 
 
 
Y
The Company is committed to promote the physical, social and metal well-being of its employees. It aims to provide a workplace free from discrimination and all forms of physical, sexual and psychological abuse including harassment, bullying and intimidation. It is committed to maintain a positive, harmonious and professional work environment with due importance accorded to occupational health and safety of the employees and related external constituencies.
 
C.3.2 Does the company publish relevant information relating to health, safety and welfare of its employees? Y
The on-going activities to promote customers' health and safety are the following:
 
1. No Smoking Policy is strictly enforced;
2. No firearms allowed in all offices;
3. Use of CCTV as a deterrent to possible criminal activities such as hold-ups/robberies;
4. Fire prevention measures and safety/evacuation drills for fire and earthquake;
5. Installation of access ramps for persons with disability in our buildings  to make our offices safe and accessible to PWDs;
6. Conduct of regular safety inspections in corporate offices and rectification or immediate removal of all noted unsafe conditions and safety risks.
7. Organization of Emergency Response Teams to ensure availability of emergency response personnel in times of a disaster;
8. Regular updating of the list of Emergency Evacuation Control Team to ensure availability of personnel to assist employees and customers during evacuation in the event of emergency;
9. Conduct of Emergency Preparedness Trainings and Emergency (Fire and Earthquake) Evacuation drills;
10. Participation in the MMDA's Metro-wide Shake Drill last June 22, 2016 to enhance employees awareness in case of earthquake. Conducted 20 emergency preparedness (fire and earhquake) trainings to the Emergency Response Teams and 6 emergency drills in multi-storey buildings in coordination wit the Bureau of FIre Protection.
C.3.3 Does the company have training and development programmes for its employees?  Y
The Company provides various in-house programs such as orientation for new hires, regular training, job specific training courses, management and leadership training programs to enhance the knowledge, working skills and managerial ability of its employees.

 

C.3.4 Does the company publish relevant information on training and development programmes for its employees? Y
Relevant information on training and development programmes for its employees are posted in the Company's Learning Portal.
 
 
 
C.3.5 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? Y
The Compensation Policy covers the maintenance of a viable compensation plan for employees that achieve equity in pay for jobs of similar responsibilities and consistency in the pay differential between jobs. It is built on the principles of external competitiveness and pay for performance.
 
Employees year-end performance and significant contributions are recognized following the Group's Merit Increase/Promotion Program.

 

C.4 Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this.

C.4.1 Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour?
OECD Principle IV (E): 
Stakeholders, including individual employees and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this.
Y
Reporting of complaints by employees concerning illegal and unethical behaviour is covered by the internal Policy on Disclosure of Sensitive or Confidential Matters to Management.
 
 
BDO Groups also has a program called BDO Watch which steers an open communication between the Office of the President and employees, encouraging concepts or ideas that can potentially be adapted in the system, and make suggestions to improve, enhance or simplify business processes. Similarly, BDO Watch is significant channel to commend a milestone – be it an outstanding delivery of service and/or an admirable performance of function by a unit or individual.
 
 
C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? Y
The Company's policy in protecting whistleblowers against retaliation are explained in the Policy on Disclosure of Sensitive or Confidential Matters to Management.
 
 
BDO Groups also has a program called BDO Watch which steers an open communication between the Office of the President and employees, encouraging concepts or ideas that can potentially be adapted in the system, and make suggestions to improve, enhance or simplify business processes. Similarly, BDO Watch is significant channel to commend a milestone – be it an outstanding delivery of service and/or an admirable performance of function by a unit or individual.
 

 

 

Part D - Disclosure and Transparency

D.1 Transparent ownership structure
 

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

OECD Principle V: Disclosure and Transparency

(A) Disclosure should include, but not limited to, material information on:

 

(3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, and beneficial ownership.

ICGN 7.6 Disclosure of ownership

... the disclosure should include a description of the relationship of the company to other companies in the corporate group, data on major shareholders and any other information necessary for a proper understanding of the company's relationship with its public shareholders

N/A  
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? N/A  
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? N/A  
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? N/A  
D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles  (SPEs)/ (SPVs)? N/A  

 

D.2 Quality of Annual Report

  Does the company's annual report disclose the following items:    
D.2.1 Key risks

"OECD Principle V (A): 

(1) The financial and operating results of the company;

(2) Company objectives, including ethics, environment, and other public policy commitments;

(3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, beneficial ownership;

(4) Remuneration policy for members of the board and key executives, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board;

(6) Foreseeable risk factors, including risk management system;

(7) Issues regarding employees and other stakeholders;

(8) Governance structure and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.

 

OECD Principle V (E): 

Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users.

 

ICGN 2.4 Composition and structure of the board

ICGN 2.4.1 Skills and experience

ICGN 2.4.3 Independence

 

ICGN 5.0 Remuneration

ICGN 5.4 Transparency

 

UK Corporate Governance Code (2010) 

A.1.2 - the number of meetings of the board and those committees and individual attendance by directors.

 

CLSA-ACGA (2010) CG Watch 2010 - Appendix 2

(I) CG rules and practices

(19) Disclose the exact remuneration of individual directors.

 

 

Y

Company's key risks are discussed in the 2017 Annual Report.  

 

(See 2017 Annual Report, Company Matters. See also 2017 Audited Financial Statements)

 

 

D.2.2 Corporate objectives Y

Company's Corporate Objectives are explained in the 2017 Annual Report.

 

(See 2017 Annual Report)

 

D.2.3 Financial performance indicators Y

Company's financial performance indicators are explained in the 2017 Annual Report.

 

(See 2017 Annual Report)

 

D.2.4 Non-financial performance indicators Y

Company's non-financial highlights are discussed in the 2017 Annual Report.

 

(See 2017 Annual Report - under the President's Report)

 

D.2.5 Dividend policy  Y

Company's dividend policy is stated in the 2017 Annual Report.

 

(See 2017 Annual Report)

 

D.2.6 Details of whistle-blowing policy Y

Company's whistleblowing policy is stated in the 2017 Annual Report.

 

(See 2017 Annual Report and Policy on Disclosure of Sensitive or Confidential Matters to Management)

 

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 Y

Details of Company Board of Directors are presented in the 2017 Annual Report.

 

(See 2017 Annual Report)

 

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

Trainings attended by each director are indicated in the 2017 Annual Report.

 

(See 2017 Annual Report)

 

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

Number of board of directors meetings held during the year is presented in the 2017 Annual Report.

 

(See 2017 Annual Report)

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

Attendance details of each director in meetings held is presented in the 2017 Annual Report.

 

(See 2017 Annual Report)

D.2.11 Details of remuneration of each member of the board of directors/commissioners N  
  Corporate Governance Confirmation Statement    
D.2.12 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?
OECD PRINCIPLE V (A) (8)
 
UK CODE (JUNE 2010): Listing Rules
9.8.6 R (for UK incorporated companies) and 9.8.7 R (for overseas incorporated companies) state that in the case of a company that has a Premium listing of equity shares, the following items must be included in its Annual Report and accounts: a statement of how the listed company has applied the Main Principles set out in the UK CG Code, in a manner that would enable shareholders to evaluate how the principles have been applied; a statement as to whether the listed company has complied throughout the accounting period with all relevant provisions set out in the UK CG Code; or not complied throughout the accounting period with all relevant provisions set out in the UK CG Code, and if so, setting out:
(i) those provisions, if any, it has not complied with;
(ii) in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and 
(iii) the company’s reasons for non-compliance.
 
ASX CODE:
Under ASX Listing Rule 4.10.3, companies are required to provide a statement in their Annual Report disclosing the extent to which they have followed the Recommendations in the reporting period. Where companies have not followed all the Recommendations, they must identify the Recommendations that have not been followed and give reasons for not following them. Annual Reporting does not diminish the company’s obligation to provide disclosure under ASX Listing Rule 3.1.
Y

The Annual Report contains a statement that the Company is substantially compliance with the Code of Corporate Governance.

 

(See 2017 Annual Report)

 

D3 Disclosure of related party transactions (RPT)

D.3.1 Does the company disclose its policy covering the review and approval of material/significant RPTs? OECD Principle V: Disclosure and Transparency
(A) Disclosure should include, but not limited to, material information on:
(5) Related party transactions

ICGN 2.11.1 Related party transactions
The company should disclose details of all material related party transactions in its Annual Report.

Y

The Company discloses its policy on the review and approval of material/significant RPTs.

 

(See Related Party Transactions Policy)

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

The Company discloses the name of the related party and relationship for each material/significant RPT and reports them to the Insurance Commission, in compliance with its mandates under pertinent circulars.

 

(See Related Party Transactions Policy)

 

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

The Company discloses the nature and value for each material/significant RPT and reports them to the Insurance Commission, in compliance with its mandates under pertinent circulars.

 

(See Related Party Transactions Policy)

 

D4 Directors and commissioners dealings in shares of the company

D.4.1 Does the company disclose trading in the company's shares by  insiders?  OECD Principle V (A):
(3) Major share ownership and voting rights

ICGN 3.5 Employee share dealing
Companies should have clear rules regarding any trading by directors and employees in the company's own securities.

ICGN 5.5 Share ownership
Every company should have and disclose a policy concerning ownership of shares of the company by senior managers and executive directors with the objective of aligning the interests of these key executives with those of shareholders.
N/A  

 

D5 External auditor and Auditor Report

D.5.1 Are audit fees disclosed?
OECD Principle V (C): 
An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
 
OECD Principle V (D):
External auditors should be accountable to the shareholders and owe a duty to the company to exercise due professional care in the conduct of the audit.
 
ICGN 6.5 Ethical standards (Audit)
The auditors should observe high-quality auditing and ethical standards. To limit the possible risk of possible conflicts of interest, non-audit services and fees paid to auditors for non-audit services should be both approved in advance by the audit committee and disclosed in the Annual Report.
N  
Where the same audit firm is engaged for both audit and non-audit services    
D.5.2 Are the non-audit fees disclosed? N/A Audit firm is engaged for audit services only.
D.5.3 Does the non-audit fee exceed the audit fees? N/A Audit firm is engaged for audit services only.

 

D6 Medium of communications

Does the company use the following modes of communication?
D.6.1 Quarterly reporting

OECD Principle V (E):
Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users.

ICGN 7.1 Transparent and open communication
Every company should aspire to transparent and open communication about its aims, its challenges, its achievements and its failures.

ICGN 7.2 Timely disclosure
Companies should disclose relevant and material information concerning themselves on a timely basis, in particular meeting market guidelines where they exist, so as to allow investors to make informed decisions about the acquisition, ownership obligations and rights, and sales of shares.

N/A As the Company is not publicly-listed, it not required to publish its quarterly results.
D.6.2 Company website Y
Company website (www.bdo.com.ph/bdolife) discloses a wealth of information about the Company shareholders, operations, products, and services.
 
 
 
 
(See Company Website - www.bdo.com.ph/bdolife)
D.6.3 Analyst's briefing N/A  
D.6.4 Media briefings /press conferences Y
As the Company is not publicly-listed, it does not hold regular media briefings, but it does issue press releases as necessary.
(See Company website
 

 

D.7 Timely filing/release of annual/financial reports

D.7.1 Are the audited annual financial report / statement released within 120 days from the financial year end?

OECD Principle V (C)

OECD Principle V (E) OECD Principle V-(A).

ICGN 7.2 Timely disclosure

ICGN 7.3 Affirmation of financial statements
The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company's financial statements or financial accounts.

Y Audited Financial Statements were released on or before 15 April every year, in line with the deadline of filing of corporate income tax set by the Bureau of Internal Revenue (BIR)
D.7.2 Is the annual report released within 120 days from the financial year end? N  
D.7.3 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? Y

With the approval by the Board of Directors of the Company's Audited Financial Statements, the true and fair representation of thereof were affirmed by the Board of Directors.

 

(See 2017 AFS Board Approval)

 

 

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

OECD Principle V (A)

OECD Principle V (E)

ICGN 7.1 Transparent and open communication

ICGN 7.2 Timely disclosure

   
D.8.1 Business operations Y
Company website discloses a wealth of information about the Company's business operations shareholders, operations, products, and services. 
 
(See Company Website - https://www.bdo.com.ph/bdolife)
D.8.2 Financial statements/reports
(current and prior years)
Y (See Company Website https://www.bdo.com.ph/bdolife/company-disclosures/financial-statements)
D.8.3 Materials provided in briefings to analysts and media N/A The Company is not a public corporation.  It is not required to hold briefings with analysts and members of the media.
D.8.4 Shareholding structure Y

Company's shareholding structure is explained in the 2017 Annual Report.

 

(See Annual Reports https://www. bdo.com.ph/bdolife/company-disclosures/annual-reports)

 

D.8.5 Group corporate structure Y

Company's Group corporate structure is explained in the 2017 Annual Report.

 

(See Annual Reports https://www. bdo.com.ph/bdolife/company-disclosures/annual-reports)

D.8.6 Downloadable annual report Y (See Annual Reports https://www. bdo.com.ph/bdolife/company-disclosures/annual-reports)
D.8.7 Notice of AGM and/or EGM N/A  
D.8.8 Minutes of AGM and/or EGM N/A  
D.8.9 Company's constitution (company's by-laws, memorandum and articles of association) Y (See Company Website https://www.bdo.com.ph/bdolife/corporate-governance/asean-corporate-governance-scorecard)

D.9 Investor relations
 

D.9.1 Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? ICGN 7.1 Transparent and open communication N/A  

 

 

 
Part E - Responsibilities of the Board

E. Responsibilities of the Board 

E.1 Board Duties and Responsibilities 

  Clearly defined board responsibilities and corporate governance policy    
E.1.1 Does the company disclose its corporate governance policy / board charter? 
OECD PRINCIPLE V: Disclosure and Transparency 
(A) Disclosure should include, but not be limited to, material information on:
8. Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.
 

 

Y
The Company discloses its corporate governance policy.
 
E.1.2 Are  the types of decisions requiring board of directors/commissioners' approval disclosed ? OECD PRINCIPLE VI (D) Y (See Corporate Governance Manual, pages 5, 6 & 7)
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated ? Y
The roles and responsibilities of the BOD are defined in the  Corporate Governance Policy.
 
(See Corporate Governance Manual, pages 14-21)
  Corporate Vision/Mission    
E.1.4 Does the company have a vision and mission statement? 
OECD PRINCIPLE 6 (P58)                       
ICGN:3.2 Integrity 
ICGN:3.2 Integrity The board is responsible for overseeing the implementation and maintenance of a culture of integrity. The board should encourage a culture of integrity permeating all aspects of the co., and secure that its vision, mission and objectives are ethically sound. 
Y
The Company's Vision and Mission statement can be found in the 2017 Annual Report.
 
E.1.5 Has the board review the vision and mission/strategy in the last financial year?   Y

(See Secretary's Certificate - Vision and Mission Statements dated May 30, 2018)

E.1.6 Does the board of directors monitor/oversee the implementation of the corporate strategy?   Y
The Board of Directors approves the implementation of the corporate strategies and the resources for the same.
 

E.2 Board Structure

  Code of Ethics or Conduct      
E.2.1 Are the details of the code of ethics or conduct disclosed? 
OECD PRINCIPLE VI 
(C) The board should apply high ethical standards. It should take into account the interests of stakeholders.
The board has a key role in setting the ethical tone of a company, not only by its own actions, but also in appointing and overseeing key executives and consequently the management in general. High ethical standards are in the long term interests of the company as a means to make it credible and trustworthy, not only in day-to-day operations but also with respect to longer term commitments. To make the objectives of the board clear and operational, many companies have found it useful to develop company codes of conduct based on, inter alia, professional standards and sometimes broader codes of behaviour. The latter might include a voluntary commitment by the company (including its subsidiaries) to comply with the OECD Guidelines for Multinational Enterprises which reflect all four principles contained in the ILO Declaration on Fundamental Labour Rights.
Company-wide codes serve as a standard for conduct by both the board and key executives, setting the framework for the exercise of judgement in dealing with varying and often conflicting constituencies. At a minimum, the ethical code should set clear limits on the pursuit of private interests, including dealings in the shares of the company. An overall framework for ethical conduct goes beyond compliance with the law, which should always be a fundamental requirement.
Y
The Company has a Code of Conduct and Business Ethics, which presents in detail its high ethical culture.
 
 
E.2.2 Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? Y
The Company's directors, senior management and employees are required to comply with the provisions of the Code of Conduct and Business Ethics)
 
E.2.3 Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? Y
The Company's Code of Conduct, explains the manner of implementing the Code and monitoring compliance to it.
 
  Board Structure & Composition      
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners?
OECD PRINCIPLE VI (E) 
In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgement. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management. The ASX Code recommends at least a majority of independent directors, while the UK Code recommends at least half of the board, excluding the Chairman, be independent directors.  The minimum of three independent directors is to ensure that companies with small boards have enough independent directors (note that stock exchange rules often require at least two independent directors).
 
N
Company presently has two  independent directors out of a total of 7 directors.
 
E.2.5 Are the independent directors/commissioners independent of management and major/ substantial shareholders?

OECD PRINCIPLE VI (E)
In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgement. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management.

The variety of board structures, ownership patterns and practices in different countries will thus require different approaches to the issue of board objectivity. In many instances objectivity requires that a sufficient number of board members not be employed by the company or its affiliates and not be closely related to the company or its management through significant economic, family or other ties. This does not prevent shareholders from being board members. In others, independence from controlling shareholders or another controlling body will need to be emphasised, in particular if the exante rights of minority shareholders are weak and opportunities to obtain redress are limited. This has led to both codes, and the law in some jurisdictions, to call for some board members to be independent of dominant shareholders, independence extending to not being their representative or having close business ties with them.

Y

The credentials of the Independent Directors, as presented in the Company website, clearly show their independence from Company management and major stockholders.

 

(See Notice of ASM and Agenda 2018)

E.2.6
Does the company have a term limit of nine years or less for its independent directors/commissioners? 
 
Y
The Company has imposed a term limit of nine (9) years for its independent directors.
 
E.2.7 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? UK CODE (JUNE 2010): Non-executive directors should be appointed for specified terms subject to re-election and to statutory provisions relating to the removal of a director. Any term beyond six years for a non-executive director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board and to succession for appointments to the board and to senior management, so as to maintain an appropriate balance of skills and experience within the company and on the board.           N  
E.2.8 Does the company have any independent directors/commissioners who serve on a total of more than five boards of publicly-listed companies? OECD PRINCIPLE VI (E)
(3) Board members should be able to commit themselves effectively to their responsibilities.
Service on too many boards can interfere with the performance of board members. Companies may wish to consider whether multiple board memberships by the same person are compatible with effective board performance and disclose the information to shareholders.
N  
E.2.9 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? N  
  Nominating Committee      
E.2.10 Does the company have a Nominating Committee (NC)?
OECD PRINCIPLE II (C)
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval.
 
With respect to nomination of candidates, boards in many companies have established Nominating Committees to ensure proper compliance with established nomination procedures and to facilitate and coordinate the search for a balanced and qualified board. It is increasingly regarded as good practice in many countries for independent board members to have a key role on this committee. To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate.
 
OECD PRINCIPLE VI (E)
(1) Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest. Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.
N Since the company is a wholly-owned subsidiary of BDO Unibank, Inc., and member of the BDO group, all mandates relating to nomination emanate from the parent bank.
E.2.11 Does the Nominating Committee comprise of a majority of independent directors/commissioners? N  
E.2.12 Is the chairman of the Nominating Committee an independent director/commissioner? This item is in most codes of corporate governance. N  
E.2.13 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee?
OECD PRINCIPLE VI (E) 
(2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board.
 
While the use of committees may improve the work of the board they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions
 
Given the responsibilities of the NC spelt out in codes of corporate governance, the NC is unlikely to be fulfilling these responsibilities effectively if it is only meeting once a year.  Globally, the NC of large companies would meet several times a year.
N  
E.2.14 Did the Nominating Committee meet at least twice during the year? N  
E.2.15 Is the attendance of members at Nominating Committee meetings disclosed? N  
  Remuneration Committee/ Compensation Committee      
E.2.16 Does the company have a Remuneration Committee?

OECD PRINCIPLE VI (D)
(4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders.

It is considered good practice in an increasing number of countries that remuneration policy and employment contracts for board members and key executives be handled by a special committee of the board comprising either wholly or a majority of independent directors. There are also calls for a Remuneration Committee that excludes executives that serve on each others’ Remuneration Committees, which could lead to conflicts of interest.

N Since the company is a wholly-owned subsidiary of BDO Unibank, Inc., and member of the BDO group, all mandates relating to remuneration emanate from the parent bank.
E.2.17 Does the Remuneration Committee comprise of a majority of independent directors/commissioners? N  
E.2.18 Is the chairman of the Remuneration Committee an independent director/commissioner? N  
E.2.19 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee?

OECD PRINCIPLE VI (E)
(2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board.

While the use of committees may improve the work of the board they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions

Given the responsibilities of the Remuneration Committee (RC) which are spelt out in codes of corporate governance, the RC is unlikely to be fulfilling these responsibilities effectively if it only meets once a year. Globally, the RC of large companies would meet several times a year.

N  
E.2.20 Did the Remuneration Committee meet at least twice during the year? N  
E.2.21 Is the attendance of members at Remuneration Committee meetings disclosed? N  
  Audit Committee      
E.2.22 Does the company have an Audit Committee? OECD PRINCIPLE VI (E)
(1) Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest. Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.
Y (See Terms of Reference of the Audit Committee)
E.2.23 Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?
OECD PRINCIPLE VI (E) 
(2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board.
 
While the use of committees may improve the work of the board they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in the increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions.
Y  
E.2.24 Is the chairman of the Audit Committee an independent director/commissioner?   Y The Chairman of the Audit Committee of the Company is Ms. Herminia Jacinto,  an independent director.
E.2.25 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee?   Y (See Terms of Reference of the Audit Committee)
E.2.26 Does the Annual Report disclose the profile or qualifications of the Audit Committee members? Most codes specify the need for accounting/finance expertise or experience. N  
E.2.27 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?
UK CODE (JUNE 2010) 
C.3.1. The board should satisfy itself that at least one member of the Audit Committee has recent and relevant financial experience.
 
As many of the key responsibilities of the Audit Committee are accounting-related, such as oversight of financial reporting and audits, it is important to have someone specifically with accounting expertise, not just general financial expertise.
 
Y
The Chairperson of the Audit Committee, an independent director, has a thorough finance and accounting background, as explained in her profile as shown in 2017 Annual Report.
 
E.2.28 Did the Audit Committee meet at least four times during the year? N  
E.2.29 Is the attendance of members at Audit Committee meetings disclosed? N  
E.2.30 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?
UK CODE (JUNE 2010) 
C.3.6 The Audit Committee should have primary responsibility for making a recommendation on the appointment, reappointment and removal of the external auditor. If the board does not accept the Audit Committee’s recommendation, it should include in the Annual Report, and in any papers recommending appointment or re-appointment, a statement from the Audit Committee explaining the recommendation and should set out reasons why the board has taken a different position.
Y
The Audit Committee has primary responsibility for the recommendation on the appointment and removal of the external auditor. This is explained in the Terms of Reference of the Audit Committee.
 

E.3 Board Processes

  Board meetings and attendance    
E.3.1 Are the board of directors meeting scheduled before the start of financial year? Scheduling board meetings before or at the beginning of the year would allow directors to plan ahead to attend such meetings, thereby helping to maximise participation, especially as non-executive directors often have other commitments. Additional ad hoc meetings can always be scheduled if and when necessary. It is common practice for boards in developed markets to schedule meetings in this way. Y (See Secretary's Certificate - Schedule of Board Meeting dated May 30, 2018)
E.3.2 Does the board of directors/commissioners meet at least six times during the year?
WORLDBANK PRINCIPLE 6 
(VI.I.24) Does the board meet at least six times per year?
 
INDO SCORECARD
E.10. How many meetings were held in the past year?
If the board met more than six times, the firm earns a 'Y' score. If four to six meetings, the firm was scored as ’fair’, while less than four times was scored as ‘N’
 
Y
The Board of Directors held meetings for 12 times in 2017.
 
 
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?
OECD PRINCIPLE VI (E) 
(3) Board members should be able to commit themselves effectively to their responsibilities.
 
Specific limitations may be less important than ensuring that members of the board enjoy legitimacy and confidence in the eyes of shareholders. Achieving legitimacy would also be facilitated by the publication of attendance records for individual board members (e.g. whether they have missed a significant number of meetings) and any other work undertaken on behalf of the board and the associated remuneration.
Y
Each of the directors attended more than 75% of all the board meetings in 2017.
 
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? WORLDBANK PRINCIPLE 6
(VI.I.28) Is there a minimum quorum of at least 2/3 for board decisions to be valid?
N Board resolutions are made in accordance with the law which states that majority of the quorum agree. Nevertheless, so far, decisions are arrived at unanimously.
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? WORLDBANK PRINCIPLE 6
(VI.E.1.6) Does the corporate governance framework requires or encourages boards to conduct executive sessions?
N  
  Access to information    
E.3.6 Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting?
OECD PRINCIPLE VI 
(F) In order to fulfil their responsibilities, board members should have access to accurate, relevant and timely information.
 
Board members require relevant information on a timely basis in order to support their decision-making. Non-executive board members do not typically have the same access to information as key managers within the company. The contributions of non-executive board members to the company can be enhanced by providing access to certain key managers within the company such as, for example, the company secretary and the internal auditor, and recourse to independent external advice at the expense of the company. In order to fulfil their responsibilities, board members should ensure that they obtain accurate, relevant and timely information.
 
WORLDBANK PRINCIPLE 6 
(VI.F.2) Does such information need to be provided to the board at least five business days in advance of the board meeting?
Y
Board Materials were sent to the Board of Directors at least five (5) business days before the board meeting 
 
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities?  
OECD PRINCIPLE VI (F)
 
ICSA Guidance on the Corporate Governance Role of the Company Secretary
Y The Corporate Secretary and the Assistant Corporate Secretary prepare all the materials for meetings and keep and record the minutes thereof.
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices?
WORLDBANK PRINCIPLE 6 
(VI.D.2.12) Do company boards have a professional and qualified company secretary?
Y
The Corporate Secretary is trained in legal and corporate secretarial practices. His credentials are explained in the Corporate Secretary - Credentials.
 
    Board Appointments and Re-Election    
E.3.9
Does the company disclose the criteria used in selecting new directors/commissioners?
 

 

OECD PRINCIPLE II (C) (3)
To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate.
 
OECD Principle VI (D) 
(5) Ensuring a formal and transparent board nomination and election process.
These Principles promote an active role for shareholders in the nomination and election of board members. The board has an essential role to play in ensuring that this and other aspects of the nominations and election process are respected. First, while actual procedures for nomination may differ among countries, the board or a nomination committee has a special responsibility to make sure that established procedures are transparent and respected. Second, the board has a key role in identifying potential members for the board with the appropriate knowledge, competencies and expertise to complement the existing skills of the board and thereby improve its value-adding potential for the company. In several countries there are calls for an open search process extending to a broad range of people.
Y
The criteria followed in selecting new directors is explained in the Corporate Governance Manual.
 
E.3.10
Does the company disclose the process followed in appointing new directors/commissioners?
 
  Y
The process followed in appointing new directors is discussed in the Corporate Governance Manual.
 
E.3.11 Are all the directors/commissioners subject to re-election at least once every three years?
ICGN: 2.9.1 
Election of directors: Directors should be conscious of their accountability to shareholders, and many jurisdictions have mechanisms to ensure that this is in place on an ongoing basis. There are some markets however where such accountability is less apparent and in these each director should stand for election on an annual basis. Elsewhere directors should stand for election at least once every three years, though they should face evaluation more frequently. 
 
WORLDBANK PRINCIPLE 6 
(VI.I.18) Can the re-election of board members be staggered over time?  (Staggered boards are those where only a part of the board is re-elected at each election, e.g. only 1/3 of directors are re-elected every year.)
Y
All directors are subject to re-election at lease once every three years.
 
  Remuneration Matters    
E.3.12 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO?
OECD PRINCIPLE VI (D) 
(4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders.
 
In an increasing number of countries it is regarded as good practice for boards to develop and disclose a remuneration policy statement covering board members and key executives. Such policy statements specify the relationship between remuneration and performance, and include measurable standards that emphasise the longer run interests of the company over short term considerations. Policy statements generally tend to set conditions for payments to board members for extra-board activities, such as consulting. They also often specify terms to be observed by board members and key executives about holding and trading the stock of the company, and the procedures to be followed in granting and re-pricing of options. In some countries, policy also covers the payments to be made when terminating the contract of an executive.
Y
The company discloses its remuneration policy/practices for its directors and senior management.
 
(See Corporate Governance Manual, page 6-7)
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners?
UK CODE (JUNE 2010)
D.1.3 Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role.
 
Disclosure of fee structure for non-executive directors allows shareholders to assess if these directors are remunerated in an appropriate manner, for example, whether they are paid for taking on additional responsibilities and contributions, such as chairing committees.
N  
E.3.14 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives?
OECD PRINCIPLE VI. (D.4)
The Board should fulfil certain key functions including aligning key executive and board remuneration with the longer term interests of the company and its shareholders.
 
ICGN 2.3 (D) and (E) 
D. Selecting, remunerating, monitoring and where necessary replacing key executives and overseeing succession planning. 
E. Aligning key executives and Board remuneration with the longer term interest of the company and its shareholders. 
Y
During the Annual Stockholders' Meeting, the stockholders approve and ratify all acts of the Board of Directors, Board Committees and Management during the previous year. 
 
E.3.15 Do independent non-executive directors/commissioners receive options, performance shares or bonuses?
UK CODE (JUNE 2010)
(D.1.3) Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Remuneration for non-executive directors should not include share options or other performance-related elements. If, by exception, options are granted, shareholder approval should be sought in advance and any shares acquired by exercise of the options should be held until at least one year after the non-executive director leaves the board. Holding of share options could be relevant to the determination of a non-executive director’s independence (as set out in provision B.1.1).
 
ASX CODE 
Box 8.2: Guidelines for non-executive director remuneration
Companies may find it useful to consider the following when considering non-executive director
remuneration:
1. Non-executive directors should normally be remunerated by way of fees, in the form of cash, noncash benefits, superannuation contributions or salary sacrifice into equity; they should not normally participate in schemes designed for the remuneration of executives.
2. Non-executive directors should not receive options or bonus payments.
3. Non-executive directors should not be provided with retirement benefits other than superannuation.
N  
    Internal Audit    
E.3.16 Does the company have a separate internal audit function?
OECD PRINCIPLE VI (D) 
(7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
 
Ensuring the integrity of the essential reporting and monitoring systems will require the board to set and enforce clear lines of responsibility and accountability throughout the organisation. The board will also need to ensure that there is appropriate oversight by senior management. One way of doing this is through an internal audit system directly reporting to the board.
Y
The Company's internal audit function is fully independent with the head reporting directly to the Board of Directors. 
 
E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Companies often disclose that they have an internal audit but, in practice, it is not uncommon for it to exist more in form than in substance. For example, the in-house internal audit may be assigned to someone with other operational responsibilities. As internal audit is unregulated, unlike external audit, there are firms providing outsourced internal audit services which are not properly qualified to do so. Making the identity of the head of internal audit or the external service provider public would provide some level of safeguard that the internal audit is substantive. Y Internal Audit is outsourced to the parent company of the BDO Life.  The head of internal audit is identified.
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee?
OECD PRINCIPLE VI (D) (7)
 
In some jurisdictions it is considered good practice for the internal auditors to report to an independent Audit Committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board.
 
WORLDBANK PRINCIPLE 6 
(VI.D.7.9) Does the internal auditors have direct and unfettered access to the board of directors and its independent Audit Committee?
 
ASX Principles on CG 
“…companies should consider a second reporting line from the
internal audit function to the board or relevant committee.” Under the ASX
Principles it is also recommended that the Audit Committee have access to
internal audit without the presence of management, and that “the audit
committee should recommend to the board the appointment and dismissal of
a chief internal audit executive."
Y
The appointment and removal of the internal auditor requires the approval of the Company's Audit Committee. This is explained in the Terms of Reference of the Audit Committee.
 
    Risk Oversight    
E.3.19 Does the company disclose the internal control procedures/risk management systems it has in place?
OECD PRINCIPLE 6 (VI) (D) (7) 
 
Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
N  
E.3.20 Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems?
UK CODE (JUNE 2010)
C.2.1 The board should, at least annually, conduct a review of the effectiveness of the company’s risk management and internal control systems and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls.
N  
E.3.21 Does the company disclose how key risks are managed?
OECD PRINCIPLE V (A) 
(6) Foreseeable risk factors.
 
Disclosure of risk is most effective when it is tailored to the particular industry in question. Disclosure about the system for monitoring and managing risk is increasingly regarded as good practice.
Y
The Company discloses how its key risks are managed.
 
 
E.3.22 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?
OECD PRINCIPLE 6 (VI) (D) 
(7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
 
In some jurisdictions it is considered good practice for the internal auditors to report to an independent audit committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. It should also be regarded as good practice for this committee, or equivalent body, to review and report to the board the most critical accounting policies which are the basis for financial reports. However, the board should retain final responsibility for ensuring the integrity of the reporting systems. Some countries have provided for the chair of the board to report on the internal control process.
N  

E.4 People on the Board

Board Chairman    
E.4.1 Do different persons assume the roles of chairman and CEO?
OECD PRINCIPLE VI 
(E) The board should be able to exercise objective independent judgement on corporate affairs.
 
In a number of countries with single tier board systems, the objectivity of the board and its independence from management may be strengthened by the separation of the role of chief executive and chairman, or, if these roles are combined, by designating a lead non-executive director to convene or chair sessions of the outside directors. Separation of the two posts may be regarded as good practice, as it can help to achieve an appropriate balance of power, increase accountability and improve the board’s capacity for decision making independent of management.
 
UK Code (June 2010)
A.3.1 The chairman should on appointment meet the independence criteria set out in B.1.1 below. A chief executive should not go on to be chairman of the same company. If,  exceptionally, a board decides that a chief executive should become chairman, the board should consult major shareholders in advance and should set out its reasons to shareholders at the time of the appointment and in the next Annual Report.
 
ASX Code
Recommendation 3.2
The chief executive officer should not go on to become chair of the same company. A former chief executive officer will not qualify as an “independent” director unless there has been a period of at least three years between ceasing employment with the company and serving on the board.
Y
The roles of Chairman of the Board of Directors and the CEO are assumed by different persons, as shown in the Company Website and 2018 General Information Sheet (GIS).
 
E.4.2 Is the chairman an independent director/commissioner? N  
E.4.3 Has the chairman been the company CEO in the last three years? N
The Chairman and CEO has always been different individuals. 
 
E.4.4 Are the role and responsibilities of the chairman disclosed? Y (See Corporate Governance Manual pages 28-30)
ICGN: 2.5 Role of the Chair
The chair has the crucial function of setting the right context in terms of board agenda, the provision of information to directors, and open boardroom discussions, to enable the directors to generate the effective board debate and discussion and to provide the constructive challenge which the company needs. The chair should work to create and maintain the culture of openness and constructive challenge which allows a diversity of views to be expressed...The chair should be available to shareholders for dialogue on key matters of the company’s governance and where shareholders have particular concerns.
  Skills and Competencies      
E.4.5 Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?
ICGN: 2.4.3 Independence
Alongside appropriate skill, competence and experience, and the appropriate context to encourage effective behaviours, one of the principal features of a well-governed corporation is the exercise by its board of directors of independent judgement, meaning judgement in the best interests of the corporation, free of any external influence on any individual director, or the board as a whole. In order to provide this independent judgement, and to generate confidence that independent judgement is being applied, a board should include a strong presence of independent non-executive directors with appropriate competencies including key industry sector knowledge and experience. There should be at least a majority of independent directors on each board.
Y
One of the Company's non-executive directors have prior working experience in the insurance industry. This is shown in the individual profiles, as shown in the Company website.
 
E.4.6

Does the company disclose a board of directors/
commissioners diversity policy?

ASX Code
Recommendation 3.2
Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.
 
Regulations and codes of corporate governance in many developed markets now incorporate board diversity as a consideration in board composition
Y
The Company's diversity policy is explained in the  Corporate Governance Manual.
 
(See Corporate Governance Manual, pages 2-3)

E.5 People on the Board

  Directors Development      
E.5.1 Does the company have orientation programmes for new directors/commissioners? This item is in most codes of corporate governance. Y
The Company has orientation programs for new directors.
 
E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes?
OECD PRINCIPLE VI (E) 
(3) Board members should be able to commit themselves effectively to their responsibilities.
 
In order to improve board practices and the performance of its members, an increasing number of jurisdictions are now encouraging companies to engage in board training and voluntary self-evaluation that meets the needs of the individual company. This might include that board members acquire appropriate skills upon appointment, and thereafter remain abreast of relevant new laws, regulations, and changing commercial risks through in-house training and external courses.                                                                            
Y
The Company has a policy that encourages directors to attend continuous education programs.
 
  CEO/Executive
Management
Appointments and
Performance
     
E.5.3
Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?
 
OECD PRINCIPLE VI (D) 
(3) Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.
 
In two tier board systems the supervisory board is also responsible for appointing the management board which will normally comprise most of the key executives.
Y
The Board of Direcors succession plans for the CEO and key management are explained in the Corporate Governance Manual.
 
(See Corporate Governance Manual, pages 6, 16, and 18)
E.5.4

Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?

OECD PRINCIPLE VI (D) 
(2). Monitoring the effectiveness of the company’s governance practices and making changes as needed.
 
Monitoring of governance by the board also includes continuous review of the internal structure of the company to ensure that there are clear lines of accountability for management throughout the organisation. In addition to requiring the monitoring and disclosure of corporate governance practices on a regular basis, a number of countries have moved to recommend or indeed mandate self-assessment by boards of their performance as well as performance reviews of individual board members and the CEO/Chairman.
Y
The Board of Directors conduct an annual performance assessment of the President.
 
  Board Appraisal      
E.5.5 Is an annual performance assessment conducted of the board of directors/commissioners? OECD PRINCIPLE VI (D) (2)  Y
The Board of Directors conduct an annual performance assessment.
 
E.5.6 Does the company disclose the process followed in conducting the board assessment? Y
The Company discloses the processes followed in conducting the board assessment.
 
E.5.7 Does the company disclose the criteria used in the board assessment? Y
The Company discloses the criteria used in the board assessment.
 
  Director Appraisal      
E.5.8 Is an annual performance assessment conducted of individual director/commissioner? OECD PRINCIPLE VI (D) (2) Y
An annual performance assessment is conducted of individual directors through peer evaluation.
 
E.5.9
Does the company disclose the process followed in conducting the director/commissioner assessment?
 
Y
The Company discloses the processes followed in conducting the director assessment.
 
E.5.10 Does the company disclose the criteria used in the director/commissioner assessment? Y
The Company discloses the criteria used in the director assessment.
 
  Committee Appraisal      
E.5.11 Is an annual performance assessment conducted of the board of directors/commissioners committees?
UK CODE (JUNE 2010) 
B.6 Evaluation: The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.
Y
An annual performance assessment is conducted of board committees.
 

 

Bonus Items

A. Rights of shareholders

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?
OECD Principle II (C)
(4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.
N/A  

B. Equitable treatment of shareholders

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?
OECD Principle II (C)
(1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated.
 
OECD Principle III (A) 
 
ICGN 8.3.2 Shareholder participation in governance
Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual basis and also the right to appoint external auditors.
 
ICGN 8.4.1 Shareholder ownership rights
The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote.
 
CLSA-ACGA (2010) CG Watch 2010 - Appendix 2.
(I) CG rules and practices
(25) Do company release their AGM notices (with detailed agendas and explanatory circulars) at least 28 days before the date of the meeting?
N/A  

C. Roles of Stakeholders

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

C.1.1(B) Does the company practice integrated report on its annual reports?
International <IR> Framework - DRAFT ,IIRC Council Item 3b Meeting of 5 December 2013
 
“Integrated Reporting <IR> promotes a more cohesive and efficient approach to corporate reporting and aims to improve the quality of information available to providers of financial capital to enable a more efficient and productive allocation of capital. The IIRC’s vision is a world in which integrated thinking is embedded within mainstream business practice in the public and private sectors, facilitated by <IR> as the corporate reporting norm.”
 
N  

D. Disclosure and transparency

D.1 Quality of Annual Report

D.1.1(B) Are the audited annual financial report /statement released within 60 days from the financial year end?
OECD Principle V (C)                                                                                  
OECD Principle V (E)
ICGN 7.2 Timely disclosure
ICGN 7.3 Affirmation of financial statements
The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company's financial statements or financial accounts.
N  
D.1.2(B) Does the company disclose details of remuneration of the CEO?   N  

E. Responsibilities of the Board

E.1 Board Competencies and Diversity

E.1.1(B) Does the company have at least one female independent director/commissioner?
ICGN 2.4.1 Skills and experience 
The board should consist of directors with the requisite range of skills, competence, knowledge, experience and approach, as well as a diversity of perspectives, to set the context for appropriate board behaviours and to enable it to discharge its duties and responsibilities effectively.
Y
One of the Company's Independent Directors is a female, Mrs. Herminia S. Jacinto.
 

E.2 Nominating Committee

E.2.1(B) Does the Nominating Committee comprise entirely of independent directors/commissioners?
ICGN 2.4.4 Composition of board committees
The members of these key board committees should be solely non-executive directors, and in the case of the audit and remuneration committees, solely independent directors. All members of the nominations committee should be independent from management and at least a majority should be independent from dominant owners.
N  
E.2.2(B) Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions?    N/A  

E.3 Board Appointments and Re-Election

E.3.1(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?
WORLDBANK PRINCIPLE 6 
(VI.I.21) Are boards known to hire professional search firms when proposing candidates to the board?
N  

E.4 Board Structure & Composition

E.4.1(B) Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners?
 
  N  

E.5 Board Performance

E.5.1(B) Does the company have a separate level Risk Committee?
International Financial Corporation’s Global Corporate Governance Forum Publication: When Do Companies Need a Board-level Risk Management Committee?(Volume 31, pp.11, March 2013)
 
Benefits of a Board Level Risk Committee:
1. elevate risk oversight to the highest level in the company;
2. strengthen the quality of risk management;
3. inculcate a risk culture and risk-management environment to mitigate and manage risks effectively across the organization;
4. establish a platform for continuous assessment of risks in light of the changing internal and external environments;
5. improve communication among the board, management, and other stakeholders about risk management; and
6. demonstrate to internal and external stakeholders the company’s commitment to risk management
N The Company presently has a management-level Risk Committee, composed of key executives.

 

Penalty

A. Rights of shareholders


A.1 Basic shareholder rights Y/N Reference/ Source document
A.1.1(P) Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders?  OECD Principle II (A) N/A  

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?
 
OECD Principle II (G)
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.
N  

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? OECD Principle II (C) 2 N
The Company did not include any additional and unannounced agenda item into the notice 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.

Did the company fail to disclose the existence of:
A.4.1(P) Shareholders agreement? OECD Principle II (D) N The Company does not execute any shareholders' agreement separate from the certificates of stocks issued to them.
A.4.2(P) Voting cap? N
The Company does not impose voting caps on its stockholders.
 
A.4.3(P) Multiple voting rights? N
The Company does not grant multiple voting rights to its stockholders.
 

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 Is a pyramid ownership structure and/ or cross holding structure apparent?
OECD Principle II (D): 
Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
 
Some capital structures allow a shareholder to exercise a degree of control over the corporation disproportionate to the shareholders’ equity ownership in the company. Pyramid structures, cross shareholdings and shares with limited or multiple voting rights can be used to diminish the capability of noncontrolling shareholders to influence corporate policy.
N/A  

B. Equitable treatment of shareholders

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?
OECD Principle III: The Equitable Treatment of Shareholders
(B) Insider trading and abusive dealing should be prohibited.
 
ICGN 3.5 Employee share dealing
Companies should have clear rules regarding any trading by directors and employees in the company's own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market.
 
ICGN 8.5 Shareholder rights of action
... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.
N There has been no conviction of insider trading involving the Company's directors, management and employees.

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?
OECD Principle III
(B) Insider trading and abusive dealing should be prohibited
 
ICGN 2.11.1 Related party transactions
Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. 
 
ICGN 2.11.2 Director conflicts of interest
Companies should have a process for identifying and managing any conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest.
 
ICGN 8.5 Shareholder rights of action
Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.
 
N There has been no cases of non-compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years.

 

C. Role of stakeholders

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

C.1.1(P) Have there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/ commercial/competition or environmental issues?
OECD Principle IV 
(A) The rights of stakeholders that are established by law or through mutual agreements are to be respected.
N The Company has not been cited for any violations related to the issues mentioned.

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?
OECD Principle IV 
(B) Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.
N The Company has not faced sanctions for failure to disclose material events in a timely manner

 

D. Disclosure and transparency

D.1 Sanctions from regulator on financial reports

D.1.1(P) Did the company receive a "qualified opinion" in its external audit report?
OECD Principle V: Disclosure and Transparency
(B) Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosures.
(C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
(D) External auditors should be accountable to the shareholders and owe a duty to the company to exercise due professional care in the conduct of the audit.
 
ICGN 6.2 Annual audit
The annual audit carried out on behalf of shareholders is an essential part of the checks and balances required at a company. It should provide an independent and objective opinion that the financial statements fairly represent the financial position and performance of the company in all material respects, give a true and fair view of the affairs of the company and are in compliance with applicable laws and regulations.
 
ICGN 7.3 Affirmation of financial statements
The board of directors and the appropriate officers of the company should affirm at least annually the accuracy of the company's financial statements or financial accounts.
 
International Auditing Standard (ISA) No. 705 "Modifications to the Opinion in the Independent Auditor's Report" (2009).
Paras. 7, 8 and 9 specify the three types of modifications to the auditor's opinion; that is, Qualified opinion, Adverse opinion, and Disclaimer opinion respectively.
N

(See Audited Financial Statements for the year ending December 31, 2017)

D.1.2(P) Did the company receive an "adverse opinion" in its external audit report? N
D.1.3(P) Did the company receive a "disclaimer opinion" in its external audit report? N
D.1.4(P)
Has the company in the past year revised its financial statements for reasons other than changes in accounting policies?
 
N

 

 

E. Responsibilities of the Board

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?
OECD Principle VI (D) 
(7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
 
Companies are also well advised to set up internal programmes and procedures to promote compliance with applicable laws, regulations and standards, including statutes to criminalise bribery of foreign officials that are required to be enacted by the OECD Anti-bribery Convention and measures designed to control other forms of bribery and corruption. Moreover, compliance must also relate to other laws and regulations such as those covering securities, competition and work and safety conditions. Such compliance programmes will also underpin the company’s ethical code.
N/A  
E.1.2(P) Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns?
UK CODE (JUNE 2010) 
A.4.3 Where directors have concerns which cannot be resolved about the running of the company or a proposed action, they should ensure that their concerns are recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chairman, for circulation to the board, if they have any such concerns.
N There has been no case of governance-related issues being raised by resigning non-executive directors.

E.2 Board Appraisal

E.2.1(P) Does the Company have any independent directors/commissioners who have served for more than nine years or two terms (which ever is higher) in the same capacity?
OECD Principle V 
(C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
 
Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit.
N The Company has no independent directors who have served for more than nine (9) years.
E.2.2(P) Did the company fail to identify who are the independent director(s) / commissioner(s)?
ICGN 2.4 Composition and structure of the board
ICGN 2.4.1 Skills and experience
ICGN 2.4.3 Independence
N
The Company's independent directors are fully identified in the list of Board of Directors
 

E.3 External Audit

E.3.1(P) Is any of the directors or senior management a former  employee or partner of the current external auditor (in the past 2 years)?  
OECD Principle V 
(C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
 
Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit.
N
As the directors career history and credentials show (in the related supporting document), none of them have worked with P&A (Punongbayan and Araullo), the Company's current external auditor
 

E.4 Board Structure and Composition

E.4.1(P) Is any of the directors a former CEO of the company in the past 2 years?    N