Corporate Governance Manual
Sec. B(4)(III) Nomination/Election
1. Qualifications for the Appointees shall be approved by the Corporate Governance Committee. Appointees are persons whose appointment must be approved by the Board or the Shareholders, as stated in relevant laws, rules, regulations or Company policies. Shareholders’ appointment is required for Directors, while Board’s appointment is required for the Chief Executive Officer, the Chief Audit Officer, the Chief Risk Officer, the Corporate Secretary, and the Compliance Officer.
2. All directors shall be elected by shareholders at the Annual or Special Shareholders Meeting (as applicable) after their nomination, and to re-election.
3. The names of directors submitted for election or re-election shall be accompanied by sufficient biographical details and any other relevant information to enable shareholders to make an informed decision on their election.
4. Each director shall represent all shareholders and shall be in a position to participate independently and objectively.
Corporate Governance Manual
Sec. B(4)(III) Nomination/Election
- Qualifications for the Appointees shall be approved by the Corporate Governance Committee. Appointees are persons whose appointment must be approved by the Board or the Shareholders, as stated in relevant laws, rules, regulations or Company policies. Shareholders’ appointment is required for Directors, while Board’s appointment is required for the Chief Executive Officer, the Chief Audit Officer, the Chief Risk Officer, the Corporate Secretary, and the Compliance Officer.
- All directors shall be elected by shareholders at the Annual or Special Shareholders Meeting (as applicable) after their nomination, and to re-election.
- The names of directors submitted for election or re-election shall be accompanied by sufficient biographical details and any other relevant information to enable shareholders to make an informed decision on their election.
- Each director shall represent all shareholders and shall be in a position to participate independently and objectively.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Board Structure and Composition, 2nd paragraph
In appointing Directors, the Office of the Corporate Secretary requires each candidate to submit their Biographical Data (format of which is as prescribed by the Insurance Commission). The Biographical Data, containing the candidate’s personal information, trainings, past and present positions and directorships, etc., is presented to the Corporate Governance Committee for evaluation and the Board of Directors for approval. This helps the Corporate Governance Committee and the Board of Directors evaluate the qualifications and choose the right candidates.
Board Orientation and Training
The Office of the Corporate Secretary (OCS) is in charge of providing orientation and onboarding to new Directors. New Directors are provided with important information that allow them to be familiarized with the Company’s governance structure and corporate objectives.
All Directors are provided with continuous training about corporate governance and regulatory requirements. Examples of trainings provided/scheduled are risk management, data privacy, anti-money laundering, etc.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Board Structure and Composition
Members:
Board of Directors
Rex Maria A. Mendoza (Chairman)
Ana Delgado (Non-Executive Director)
Anthony Thomas (Independent Director)
Damian Ho (Non-Executive Director)
Natividad N. Alejo (Independent Director)
Severinus Petrus Paulus Hermans (Executive Director and President/Chief Executive Officer)
Walter de Oude (Non-Executive Director)
Michelle Suarez-Balois (Corporate Secretary)
Age: 34
Date of First Appointment: 18 November 2020
Qualifications: She graduated from the Ateneo de Manila University with a degree in AB Philosophy in 2007, and achieved her Juris Doctor degree from the Ateneo Law School in 2011.
Trainings: She is due to take her corporate governance training with the Institute of Corporate Directors this March 2021 entitled Stakeholder Voice in the Boardroom.
Relevant Experience: Mitch is currently a Partner in Feria Tantoco Daos Law Office. Prior to this, she was an Associate from 2012-2016 and a Senior Associate from 2016-2018.
Eir Peirre Alleistair L. Antig (Compliance Officer)
Biographical Data of Corporate Officer
Qualifications: Eir graduated with honors from the De La Salle University Manila with a degree in BS Legal Management. She achieved her Juris Doctor degree from the Ateneo Law School in 2010.
Relevant Experience: Having over 7 years of experience in the life insurance industry, Eir was the Head of Legal of FWD Life Insurance Corporation, one of the newest insurance companies in the Philippines. She previously served as legal counsel and distribution compliance officer for Manulife Philippines and was President of the Life Insurance Claims Association of the Philippines. She was also a member of the Philippine Life Insurance Association’s Ethics Committee and was part of the technical working group which lobbied the finalization of the ASEAN Corporate Governance Scorecard for the life and non-life insurance industry with the Insurance Commission. She was a graduate of De La Salle University – Manila’s Bachelor of Science in Legal Management (with honors) and of Ateneo Law School’s Juris Doctor Program.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Performance and Remuneration
Company conducts regular performance assessments and measures the performance of its Management and employees. The metrics used for performance assessment is in line with corporate objectives – how Management and employees contribute towards the achievement of the corporate objectives set by the Board. The individual goals set are relevant to each of their roles and their expected contributions to further the corporate objectives.
Board members provide service without being compensated. However, Company compensates its Independent Directors and Chairman of the Board with customary expenses which they have incurred due to the performance of their roles. Other expenses may also be compensated subject to prior approval from the Corporate Governance Committee.
For Management, Company provides Short-Term and Long-Term Incentives that both depend on individual performance and Company performance. Short-Term Incentives are granted annually while Long-Term Incentives are vested after three (3) years.
Board Structure and Composition
Board Structure and Composition, 4th paragraph
The Company also strongly recommends that non-executive directors concurrently serve as directors to a maximum of five (5) Insurance Commission Regulated Entities and publicly-listed companies to ensure that they have sufficient time to fully prepare for meetings, challenge Management’s proposals/views, and oversee the long-term strategy of the Company.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Board Structure and Composition, 3rd paragraph
The Company ensures that independent directors are independent of management and not related to any director/officer/substantial shareholder of the Company, to which, a Certification of Independent Director is accomplished during their appointment, in compliance with Insurance Commission Circular Letter No. 35-2006. The Company also complies with the guidelines set out in Insurance Commission Circular No. 2018-36 and 2020-71 which sets the term limit of independent directors to a maximum cumulative term of nine (9) years.
Corporate Governance Manual
Sec.B.6 (III) / Duties, Responsibilities, and Functions of each Director
Act honestly, in good faith, and with loyalty to the best interest of SLP, its stockholders, (regardless of the amount of their stock holdings), and other stakeholders such as its policyholders, investors, borrowers, other clients, and the general public.
Corporate Governance Principles
Sec. A(1)(II)
Board and Senior Management
The Board of Directors in conjunction with Senior Management has overall responsibility for:
II. setting the Company’s strategic aims;
Corporate Governance Manual
Sec B(1)(III)
Responsibilities of the Board
III. Monitor, assess, and control the performance of the business against the approved budget and the strategy;
Corporate Governance Manual
Sec.B(1)(V)
Responsibilities of the Board
V. Ensure that a capable and motivated workforce is in place and can be sustained through recruitment, hiring, performance management, succession planning, training and development
Corporate Governance Committee
Sec. C(2)(d)
D. The Corporate Governance Committee’s duties and responsibilities include, but are not limited to, the following:
i. Approves the qualifications (and disqualifications) needed for each Appointee, and ensures that the Company recommends only to the Board for appointment individuals who possess the approved qualifications;
ii. Approves the structure or framework for appointing the Appointees in order to ensure that individuals with the appropriate knowledge, competencies and expertise are recommended to the Board for appointment;
iii. Review and make recommendations to the Board on the Company's remuneration policy or structure, and ensure that such remuneration policy or structure is: (i) in line with the applicable requirements as set by the Directors or shareholders in any form of written agreement, as may be appropriate, or with the Company’s business strategies; (ii) at par, if not better, than those paid by comparable companies; (iii) commensurate to the time and commitment required from and delivered by the subject persons; (iv) in line with the good corporate governance practice, and (v) governed by a proper framework that ensures fair and timely execution of the Remuneration Policy;
iv. Oversee the implementation of the corporate governance framework and periodically review the said framework to ensure that it remains appropriate in light of material changes to the Company's size, complexity and business strategy, as well as its business and regulatory environments;
v. Oversee the results of the periodic performance evaluation of the Board and its committees as well as the Board’s and the respective committees’ Chairmen and the President and Chief Executive Officer, and ensure that the evaluation results with concrete action plans to address the identified areas for improvement are shared and discussed;
vi. Assure the presence of: (i) continuing education/training programs for the Appointees; (ii) assignment of tasks/projects to board committees, as appropriate; (iii) succession plan for the Appointees; and (iv) proper orientation and induction of new Directors; and
vii. Review and assess the adequacy and effectiveness of its Terms of Reference annually and request for Board approval for proposed changes.
Related Party Transactions (RPT) Policy
Section 3 / ENSURING ARM’S LENGTH TERMS
RPTs shall be conducted in the regular course of business and not undertaken on more favorable economic terms (e.g. price, commissions, interest rates, fees, tenor, collateral requirement, etc.) to such related parties than similar transactions with non-related parties under similar circumstances.
Company will apply effective tender process to ensure that transactions are engaged into at terms that promote the best interest of the Company and its stakeholders especially when dealing with Related Parties.
Related Party Transactions (RPT) Policy
Section 1.2
Related Party - This shall cover the Company’s subsidiaries as well as affiliates and special purpose entities that the Company exerts direct/indirect Control over or that exerts significant influence over the Company; the directors; officers; stockholders and related interests and their Close Family Members, as well as corresponding persons in affiliated companies. This shall also include such other person/juridical entity whose interests may pose potential conflict with the interest of the Company.
Corporate Governance Manual
Section (B)(10) / Performance Evaluation
i. To enhance Board and Management effectiveness, the Board will evaluate its performance at least annually, including all related matters reserved to the Board and the performance of the Board Committees and individual directors.
ii. The directors shall likewise evaluate the performance of the Chairman without the presence of the Chairman; and the CEO without the presence of the CEO.
iii. The Chairman shall act on the results of the performance evaluation by recognizing the strengths and addressing the weaknesses of each director. He may propose appointment of new members to the Board or seek the resignation of directors.
iv. Performance evaluation of the Board, the Committees and its individual directors shall
Corporate Governance Manual
Sec c(1) / Audit Committee
a. The Audit Committee shall be composed of at least three (3) non-executive Board members, of which 2 need to be independent, all of whom must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing, and finance.
b. The Chairman of the Audit Committee should be an independent director and should not be the Chairman of the Board or of any other committees.
c. Each member shall have adequate understanding at least or competence at most of SLP’s financial management systems and environment.
d. Upon constitution, the Audit Committee shall draft its Terms of Reference for the conduct of its functions, duties and responsibilities for the approval of the Board.
e. The Corporate Secretary or his/her designated representative shall act as the Secretary of the Committee.
f. The Audit Committee’s duties and responsibilities include, but are not limited to, the following:
I. Provide oversight over the Senior Management’s activities in managing credit, market, liquidity, operation, legal and compliance, and other risks of the Company.
II. Provide oversight of the Company’s internal and external auditors.
III. Review and approve audit scope and frequency, and the annual internal audit plan.
IV. Approve the appointment of the external auditor, including any question of its resignation or dismissal, and the audit fees for the particular audit year.
V. Discuss with the external auditor the nature and scope of its audit and ensure coordination where more than one audit firm is involved.
VI. Monitor and evaluate the adequacy and effectiveness of SLP’s internal control system.
VII. Receive and review reports of internal and external auditors and regulatory bodies, where applicable, and ensure that management is taking appropriate corrective actions, in a timely manner in addressing control and compliance functions with regulatory bodies. Review the quarterly, half-year, and annual financial statements before submission to the Board.
VIII. Responsible for coordinating, monitoring, and facilitating compliance with existing SLP Compliance Policies, laws, rules, and regulations.
IX. Evaluate and determine non-audit work by an external auditor and keep under review the non-audit fees paid to the external auditor both in relation to their significance to the auditor and in relation to SLP’s total expenditure on consultancy. The non-audit work should be disclosed in the annual report.
X. Establish and identify the reporting line of the Head of Internal Audit or other relevant person of SLP so that the reporting level allows the internal audit activity to fulfill its responsibilities. The Head of Internal Audit or other relevant person shall report directly to the Audit Committee functionally.
XI. Review and assess the adequacy and effectiveness of its Terms of Reference annually and request for Board approval for proposed changes.
Corporate Governance Manual
Sec F(2) / Accountability and Audit
Internal Control and Risk Management
a. The Board shall ensure that an effective system of control is in place for safeguarding SLP’s assets.
b. Major risks facing SLP which are likely to affect the performance and financial condition of SLP, including but not limited to, underwriting, reinsurance, investment, geographical, operational, legal and compliance risks, and the approach taken by Management in dealing with these risks, shall be reported to the Board to enable the latter to effectively address said risks.
c. The Board shall ensure that reports accurately reflect the financial condition and the results of the Company’s operations.
d. The Board shall regularly review the system of securing adherence to key internal policies as well as to significant laws and regulations that apply to it. An effective and comprehensive internal audit of SLP’s internal control system shall be carried out by independent and competent staff. Audit findings and recommendations shall be reported to the Board and Management.
e. The Board shall protect shareholders’ value through adequate financial controls. The Board shall foster and encourage a corporate environment of strong internal control, fiscal accountability, high ethical standards and compliance with the law and code of conduct.
f. Corporate independence shall be maintained so as not to compromise the interests of policyholders, claimants, creditors, minority shareholders and other stakeholders.
Corporate Governance Manual
Clause VI(A) / Conflict of Interest
A conflict of interest may arise when an employee, director, or contractor of Singlife has an apparent or perceived private or personal interest over the engagement which may influence or appear to influence his/her independence and objective judgment in making the engagement.
An apparent or actual conflict of interest occurs when an employee, director, or contractor making the financial decision holds a position where he/she could be influenced. For example, when a potential vendor is owned by a relative by consanguinity or affinity up to second (2nd) degree of the Requester.
A perceived conflict of interest occurs when an employee, director, or contractor holds a position where he can appear to influence or be influenced. For example, although the Endorser is not the one who scouted for the vendor/supplier and proposed for its engagement, the Endorser’s position may be perceived to have influence over which vendor/supplier to contract by Singlife.
The relevant employee, director, or contractor who has apparent or perceived conflict of interest must declare the following details and include such declaration in routing the Email Request or Purchase Request for consideration:
1. Name of vendor/supplier;
2. Nature of business;
3. Name of the family member connected with vendor/supplier and relationship to the employee, director, or
contractor (if applicable);
4. Position held in the vendor/supplier (if applicable);
5. Details such as:
a. Affiliation:
i. Any shareholding or interests of more than five percent (5%) held by the employee, director or
contractor or by a member of his/her family up to second (2nd) degree of consanguinity or
affinity in the vendor/supplier business; or
ii. Any existing or proposed position held by the employee, director, or contractor or by a member
of his/her family up to second (2nd) degree of consanguinity or affinity in the vendor/supplier
or engaged in any employment or commercial duties with the vendor/supplier.
b. Position, job description, time involved, existing or proposed affiliation, compensation received or to
be received, and other relevant details.
The Signatory, after consulting the Head of Legal and Compliance, shall then be the ultimate person to sign off the engagement after considering all the details shared, and shall communicate Conflict of Interest situation to the Human Resources Business Partner. Should the Signatory have a conflict of interest on the transaction, the next higher signatory shall act as the Signatory, approve the engagement, and sign the MOA or Letter Conforme.
Corporate Governance Manual
Sec. C(1)(f)(iii) / Audit Committee
C. Each member shall have adequate understanding at least or competence at most of SLP’s financial management systems and environment.
f. The Audit Committee’s duties and responsibilities include, but are not limited to, the following:
iii. Review and approve audit scope and frequency, and the annual internal audit
plan.
Corporate Governance Manual
Sec. B(1)(VI) / Responsibilities of the Board
The Board will:
vi. Ensure the implementation of an appropriate risk management process, and to manage business, financial and operational risks of the Company;
Corporate Governance Manual
Sec C(6) / Risk Oversight Committee
a. The Risk Oversight Committee (ROC) shall be composed of least three (3) members, majority of whom should be independent Directors including the Chairman. At least one member of the committee must have relevant thorough knowledge and experience on risk and risk management. The Chairman of the ROC should not be the Chairman of the Board or of any other committee and shall be appointed by the Board.
b. Upon constitution, the ROC shall draft its Terms of Reference for the conduct of its functions, duties and responsibilities for the approval of the Board.
c. The Corporate Secretary of the Committee shall be appointed by the Chairman of the Committee.
d. The ROC will act on matters for and on behalf of the Board under authority properly delegated to it, which includes but is not limited to the matters below:
1. Approval of the enterprise risk management strategy which may include focus on the following elements: (a) common language or register of risks, (b) well- defined risk management goals, objectives and oversight, (c) uniform processes for assessing risks and developing strategies to manage risks that are identified and prioritized, (d) designing and implementing risk management strategies, and (e) continuing assessments to improve risk strategies, processes and measures, and delegate approval of the enterprise risk management plan (“Plan”) to a risk management committee which may be established by the Board;
2. Receive reports regarding the implementation of the Plan from the risk management committee and, as may be necessary, conduct discussions on the prioritized and residual risk exposures based on regular risk management reports and assesses how the concerned units or offices are addressing and
managing these risks;
3. Evaluates the risk management strategy to ensure its continued relevance,
comprehensiveness and effectiveness, and looks for emerging or changing material exposures, and stays abreast of significant developments that seriously impact the likelihood of harm or loss;
4. Reviews the risk appetite levels and risk, and advises the Board on risk appetite levels and risk tolerance limits based on changes and developments in the business, the regulatory framework, the external economic and business environment, and major events that occur which are considered to have material effect on the Company;
5. Receive regular information on management of credit, market, liquidity, operational, legal and other risk exposures of the Company;
6. Reports to the Board on a regular basis, or as deemed necessary, on the Company's material risk exposures, the actions taken to reduce the risks, and recommends further action or plans, as necessary; and
7. Review and assess the adequacy and effectiveness of its Terms of Reference annually and request for Board approval for proposed changes.
Corporate Governance Manual
Sec. B(1) / Responsibilities of the Board
I. Agree on a strategic plan for the Company;
II. Approve the medium-term plan, including the annual budget;
III. Monitor, assess, and control the performance of the business against the approved budget and the strategy;
IV. Ensure the business is properly managed, having fair and equitable dealings with policyholders, claimants, and creditors;
V. Ensure that a capable and motivated workforce is in place and can be sustained through recruitment, hiring, performance management, succession planning, training, and development;
VI. Ensure the implementation of an appropriate risk management process, and to manage a business, financial and operational risks of the Company;
VII. Ensure the adequacy and the integrity of the Company’s processes and procedures for compliance with the Insurance Code and other applicable laws, regulations, rules, directives, and guidelines;
VIII. Approve material transactions, not in the Company’s ordinary course of business;
IX. Ensure a system of checks and balances is in place within the Board;
X. Present to the shareholders a balanced and understandable assessment of the Company’s performance and financial condition.
Audit Committee Terms of Reference
Section 13 / DUTIES
The duties of the Audit Com shall include without limitation:
a. Provide oversight over the Senior Management’s activities in managing credit, market,
liquidity, operation, legal and compliance, and other risks of the Company;
b. ProvideoversightoftheCompany’sinternalandexternalauditors;
c. Review and approve audit scope and frequency, and the annual internal audit plan;
d. Approve appointment of the external auditor, including any question of its resignation or
dismissal, and the audit fees for the particular audit year;
e. Discuss with external auditor the nature and scope of its audit, and ensure coordination
where more than one audit firm is involved;
f. Monitor and evaluate the adequacy and effectiveness of SLP’s internal control system;
g. Receive and review reports of internal and external auditors and regulatory bodies, where
applicable, and ensure that management is taking appropriate corrective actions, in a timely
manner in addressing control and compliance functions with regulatory bodies;
h. Review the quarterly, half-year, and annual financial statements before submission to the
Board;
i. Responsible for coordinating, monitoring, and facilitating compliance with existing SLP Compliance Policies, laws, rules and regulations;
j. Evaluate and determine non-audit work by external auditor and keep under review the non-
audit fees paid to the external auditor both in relation to their significance to the auditor and in relation to SLP’s total expenditure on consultancy. The non-audit work should be disclosed in the annual report;
k. Establish and identify the reporting line of the Head of Internal Audit or other relevant person of SLP so that the reporting level allows the internal audit activity to fulfill its responsibilities. The Head of Internal Audit or other relevant person shall report directly to the Audit Committee functionally; and
l. Review and assess the adequacy and effectiveness of its Terms of Reference annually and request for Board approval for proposed changes.
Audit Committee Terms of Reference
Section 3 / MEMBERSHIP
The members of the Audit Com shall be appointed by the Board from time to time from among the Directors and shall be composed of at least three (3) non-executive Board members, of which 2 need to be independent, all of whom must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing, and finance.
Audit Committee and Terms of Reference
Section 4 / MEMBERSHIP
The Chairman of the Audit Com shall be appointed by the Board and should be an independent director responsible for inculcating in the minds of the Board members the importance of management responsibilities in maintaining a sound system of internal control and the Board’s oversight responsibilities. The Chairman of the Audit Com should not be the chairman of the Board or of any other committees.
Corporate Governance Committee Terms of Reference
Section 13 / DUTIES
The duties of the CGCom shall include without limitation:
a. Approves the qualifications (and disqualifications) needed for each Board Appointee, and
ensures that the Company recommends only to the Board for appointment individuals who
possess the approved qualifications;
b. Approves the structure or framework for appointing Board Appointees in order to ensure
that individual with the appropriate knowledge, competencies and expertise are recommended to the Board for appointment;
c. Review and make recommendations to the Board on the Company's remuneration policy or structure, and ensure that such remuneration policy or structure is: (i) in line with the applicable requirements as set by the Directors or shareholders in any form of written agreement, as may be appropriate, or with the Company’s business strategies; (ii) at par, if not better, than those paid by comparable companies; (iii) commensurate to the time and commitment required from and delivered by the subject persons; (iv) in line with the good corporate governance practice, and (v) governed by a proper framework that ensures fair and timely execution of the Remuneration Policy;
d. Oversee the implementation of the corporate governance framework and periodically review the said framework to ensure that it remains appropriate in light of material changes to the Company's size, complexity and business strategy, as well as its business and regulatory environments;
e. Oversee the results of the periodic performance evaluation of the Board and its committees as well as the Board’s and the respective committees’ Chairmen and the President and Chief Executive Officer, and ensure that the evaluation results with concrete action plans to address the identified areas for improvement are shared and discussed;
f. Assure the presence of: (i) continuing education/training programs for Board Appointees; (ii) assignment of tasks/projects to board committees, as appropriate; (iii) succession plan for the Board Appointees; and (iv) proper orientation and induction of new Directors; and
g. Review and assess the adequacy and effectiveness of its Terms of Reference annually and request for Board approval for proposed changes.
Corporate Governance Committee Terms of Reference
Section 3 / MEMBERSHIP
The members of the CGCom shall be appointed by the Board from time to time from among the Directors and shall be composed of at least three (3) members, majority of whom should be independent Directors including the chairman.
Corporate Governance Committee Terms of Reference
Section 4 / MEMBERSHIP
The chairman of the CGCom shall be appointed by the Board.
Risk Oversight Committee Terms of Reference
Section 14 / DUTIES
The duties of the ROC shall include without limitation:
a. Approval of the enterprise risk management strategy which may include focus on the following elements: (a) common language or register of risks, (b) well-defined risk management goals, objectives and oversight, (c) uniform processes for assessing risks and developing strategies to manage risks that are identified and prioritized, (d) designing and implementing risk management strategies, and (e) continuing assessments to improve risk strategies, processes and measures, and delegate approval of the enterprise risk management plan (“Plan”) to a risk management committee which may be established by the Board;
b. Receive reports regarding the implementation of the Plan from the risk management committee and, as may be necessary, conduct discussions on the prioritized and residual risk exposures based on regular risk management reports and assesses how the concerned units or offices are addressing and managing these risks;
c. Evaluates the risk management strategy to ensure its continued relevance, comprehensiveness, and effectiveness, and looks for emerging or changing material exposures, and stays abreast of significant developments that seriously impact the
likelihood of harm or loss;
d. Reviews the risk appetite levels and risk, and advises the Board on risk appetite levels and
risk tolerance limits based on changes and developments in the business, the regulatory framework, the external economic and business environment, and major events that occur which are considered to have a material effect on the Company;
e. Receive regular information on the management of credit, market, liquidity, operational, legal, and other risk exposures of the Company;
f. Reports to the Board on a regular basis, or as deemed necessary, on the Company's material risk exposures, the actions taken to reduce the risks, and recommends further action or plans, as necessary; and
g. Review and assess the adequacy and effectiveness of its Terms of Reference annually and request for Board approval for proposed changes.
Risk Oversight Committee Terms of Reference
Section 3 / MEMBERSHIP
The members of the ROC shall be appointed by the Board from time to time from among the Directors and shall be composed of at least three (3) members, majority of whom should be independent Directors including the chairman.
Risk Oversight Committee Terms of Reference
Section 5 / MEMBERSHIP
At least one member of the committee must have relevant thorough knowledge and experience on risk and risk management.
Related Party Transactions Committee Terms of Reference
Section 13 / DUTIES
The duties of the RPT Com shall include without limitation:
a. Evaluate on an ongoing basis existing relations between and among businesses and counterparties to ensure that all related parties are continuously identified, RPTs are monitored and subsequent changes in relationships shall be reflected in the relevant reports to the Board and regulators/supervisors;
b. Evaluate all material RPTs to ensure that these are not undertaken on more favorable economic terms (e.g., price, commissions, interest rates, fees, tenor, collateral requirement) to such related parties than similar transactions with non-related parties under similar circumstances and that no corporate or business resources of the Company are misappropriated or misapplied, and to determine any potential reputational risk issues that may arise as a result of or in connection with the transactions. In evaluating RPTs, the Committee shall take into account, among others, the following:
• The related party’s relationship to the Company and interest in the transactions;
• The material facts of the proposed RPT, including proposed aggregate value of such
transaction;
• The benefits to the Company of the proposed RPT;
• The availability of other sources of comparable products or services; and
• An assessment of whether the proposed RPT is on terms and conditions that are
comparable to the terms generally available to an unrelated party under similar circumstances. The Company shall have in place an effective price discovery system and have exercised due diligence in determining a fair price for RPTs. All RPTs that are considered material based on Company’s internal policies shall be endorsed by the RPT Committee to the Board of Directors for approval.
c. Ensure that appropriate disclosure is made, and/or information is provided to regulating and supervising authorities relating to the Company’s RPT exposures, and policies on conflicts of interest or potential conflicts of interest. The disclosure shall include information on the approach to managing material conflicts of interest that are inconsistent with such policies; and conflicts that could arise as a result of Company’s affiliation or transactions with other related parties; and
d. Report to the Board of Directors on a regular basis, the status and aggregate exposures to each related party as well as the total amount of exposures to all related parties.
• Ensure that transactions with related parties, including write-off of exposures, are subject to periodic independent review or audit processes.
• Oversee the implementation of the system for identifying, monitoring, measuring, controlling, and reporting RPTs, including the periodic review of RPT policies and procedures.
Related Party Transactions Committee Terms of Reference
Section 3 / MEMBERSHIP
The members of the RPT Com shall be appointed by the Board from time to time from among the Directors and shall be composed of at least three (3) non-executive Board members, of which 2 need to be independent.
Related Party Transactions Committee Terms of Reference
Section 4 / MEMBERSHIP
The Chairman of the RPT Com shall be appointed by the Board and should be an independent director.
Corporate Governance Manual
Section B(9) / Board Meetings and Quorum Requirement
Directors are expected to regularly attend meetings of the Board and Committees of which they are members in person or through teleconference, video conference, or any other means.
The Board may invite any Senior Management, representatives, advisers, consultants, and others as it thinks fit to attend the Board or Committee meetings.
Frequency of the meetings and quorum requirements are as described in the Company’s By-laws, Committees’ Terms of Reference, and other similar documents.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Board of Directors' Meetings for 2020
The formal notice (“Notice”), Agenda (which already contains rationale and explanation to inform Directors regarding each agenda item), and meeting materials are circulated to the Directors at least 5 days in advance prior to the board meeting. This also gives the Directors ample opportunity to read through the materials before the scheduled meeting.
Directors are strongly encouraged to ask questions during meetings and clarify concerns which they may have. The Chairman of the Board would confirm with the Directors that they have no questions or concerns before approving any proposed resolutions.
Corporate Governance Manual
Section B(7) / The Chairman and Chief Executive Officer
The Chairman of the Board is appointed by the shareholders by rotation for a period of twenty-four (24) months with each shareholder having a shareholding percentage of twenty percentage (20%) or more at all times being able to nominate a director as Chairman. The shareholder that has nominated the Chairman shall continue to have a shareholding percentage of twenty percentage (20%) or more, failing which such director shall be removed as Chairman resulting to the appointment of a new Chairman in accordance with the rules agreed upon by the shareholders in writing.
Considering that the insurance business is imbued with public interest, the role of the Chairman and the Chief Executive Officer (CEO) shall be separate, to ensure an appropriate balance of power, increased accountability and greater capacity of the Board for balanced decision-making.
The Chairman’s responsibilities include:
I. Schedule meetings to enable the Board to perform its duties responsibly while not
interfering with the flow of SLP’s operations;
II. Confirm the meeting agenda, as proposed by the President;
III. Exercise control over quality, quantity and timeliness of the flow of information between Senior Management and the Board; and
IV. Ensuring compliance with SLP’s guidelines on corporate governance.
The responsibilities set out above may pertain only to the Chairman’s role in respect to the Board proceedings and should not be taken as a comprehensive list of all the duties and responsibilities of a Chairman.
Corporate Governance Manual
Section B(6) / Duties, Responsibilities, and Functions of each Director
All Directors are required to:
I. Conduct fair business transactions with SLP to ensure that personal interest does not bias board decisions.
• Disclose any conflicts of interest and to abstain from participating in any discussion or voting on any matter in which they have a material personal interest unless prior approval of the Board has been obtained.
• Disclose to the Chief Executive Officer, Chairman of the Board or Corporate Secretary their interest in transactions or any other conflict of interest within three (3) days from the occurrence or discovery of such interest or conflict.
II. Avoid situations that would give rise to a conflict of interest.
• If transactions with SLP cannot be avoided, it should be done in the regular course of business and upon terms not less favorable to SLP than those offered to others.
III. Act honestly, in good faith, and with loyalty to the best interest of SLP, its stockholders, (regardless of the amount of their stock holdings) and other stakeholders such as its policyholders, investors, borrowers, other clients and the general public.
IV. Devote time and attention necessary to properly discharge their duties and responsibilities.
• Devote sufficient time to familiarize themselves with SLP’s business.
• Be constantly aware of SLP’s condition and be knowledgeable enough to
contribute meaningfully to the Board’s work.
• Attend and actively participate in Board and committee meetings, request and
review meeting materials, ask questions and request explanations.
V. Act judiciously.
VI. Exercise independent judgment.
VII. Have a working knowledge of the statutory and regulatory requirements affecting SLP, including the contents of its Articles of Incorporation, By-Laws, the requirements of the IC, and where applicable, the requirements of other government agencies.
VIII. Observe confidentiality.
• Directors must observe the confidentiality of non-public information acquired by reason of their position as directors.
• They may not disclose said information to any other person without the authority of the Board.
IX. Ensure the continuing soundness, effectiveness and adequacy of SLP’s control environment.
Corporate Governance Manual
Section (B)10 / Performance Evaluation
i. To enhance Board and Management effectiveness, the Board will evaluate its performance at least annually, including all related matters reserved to the Board and the performance of the Board Committees and individual directors.
ii. The directors shall likewise evaluate the performance of the Chairman without the presence of the Chairman; and the CEO without the presence of the CEO.
iii. The Chairman shall act on the results of the performance evaluation by recognizing the strengths and addressing the weaknesses of each director. He may propose the appointment of new members to the Board or seek the resignation of directors.
iv. Performance evaluation of the Board, the Committees, and its individual directors shall be reported in the Annual Report.
Corporate Governance Manual
Section A(4) / Compliance Policies
The Board should be familiar with the compliance policies since they have the ultimate responsibility of ensuring that the Compliance Policies are strictly observed.
Compliance Policies may include but are not limited to the following:
a. Code of Ethics and Business Conduct;
b. Anti-Money Laundering and Counter-Terrorist Financing;
c. Data Privacy and Confidentiality;
d. Compliance Charter or Terms of Reference;
e. Anti-Bribery and Gifts & Entertainment; and
f. Conflicts of Interest.
Further policies and guidelines strategy and framework are presented to the Board for approval.
Corporate Governance Manual
Sec. B(1)(X) / Responsibilities of the Board
Present to the shareholders a balanced and understandable assessment of the Company’s performance and financial condition.
Corporate Governance Manual
Sec. E(1) / Relations with Shareholders
Dialogue with Shareholders:
a. There shall be a dialogue with shareholders based on the mutual understanding of
objectives. The Board as a whole has the responsibility of ensuring that a satisfactory
dialogue with shareholders takes place.
b. The Chairman of the Board shall ensure that the views of the shareholders are
communicated to the Board.
c. The Board shall maintain an effective communications policy that enables both the Board
and Management to communicate effectively with its shareholders, stakeholders, and the general public. This policy must effectively interpret the operations of SLP to the shareholders and must accommodate feedback from them, which should be factored into SLP’s business decisions.
d. The Chairman of the Board shall discuss governance and strategies with major shareholders.
e. The Board shall keep in touch with shareholders’ opinions in whatever way it is most
practical and efficient.
Corporate Governance Manual
Sec. E(2) / Relations with Shareholders
Conduct of Annual Shareholders Meeting (ASM)
a. The Board shall use the ASM to communicate with investors and encourage their
participation.
b. Votation for resolutions shall be on a show of hands.
c. All proxy votes shall be counted including the vote for and against the resolutions and the
number of abstentions.
d. All resolutions shall be recorded and included in the minutes of the meeting.
e. Notices of the ASM shall be sent at least two (2) weeks prior to the date of the meeting.
f. The minutes of the ASM or any special shareholders’ meeting shall record the attendance
of each director/shareholder.
Minutes of the Special Shareholder Meeting dated 28 February 2020
Agenda 4 and 5
CHIEF FINANCIAL OFFICER’S REPORT
Ian presented and discussed to the Board the financial highlights of the Company for both December 2019 and January 2020.
The Chairman then asked the stockholders present if they have any questions or concerns. There being none, the stockholders noted the presentation.
PRESIDENT’S REPORT
Rien then shared his President’s Report highlighting the below items.
The Chairman then asked the stockholders present if they have any questions or concerns. There being none, the stockholders noted the President’s Report.
Minutes of the Regular Board of Directors Meeting dated 18 November 2020
Agenda 3 and 4
Presentation by the Chief Executive Officer
Rien presented the key developments during the first nine months of 2020.
Presentation by the Chief Financial Officer
The Financial Results as of October 2020 were also reported.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Biographical Data of Corporate Officers
Severinus Petrus Paulus Hermans (President and CEO)
Qualifications:
Rien graduated from the University of Amsterdam with a degree of Master of Science in Business Economics in 1990, and took his post-graduate degree from Tilburg Institute of Advanced Studies with a Master of Marketing in 1997.
Relevant Experience:
Over the past 30 years Rien has worked in the financial service industry, in marketing, strategy and in several executive and board member positions. A significant part of his career was spent in The Philippines, where he initially headed ING’s insurance business and in a later stage returned to lead AXA on its journey to become one of the top 3 insurance companies in the country.
His career started with ING Netherlands after earning his Master’s degree in business at the University of Amsterdam. His first assignment was to design, launch and manage life insurance products for the 7 million clients of ING’s direct marketing bank; Postbank. By creating transparent and understandable product propositions, administered in a cost-effective manner, the bank’s venture became a success both by increasing customer share of wallet as well as by improving the bank’s financials.
After initiating a strategic review to accelerate ING’s retail insurance business, he was invited by the Executive Board to join the Strategy & Planning department, where he was soon promoted to Vice President. Beside strategic reviews of several business units he headed some of the Group’s strategic initiatives including ING Direct’s Euro strategy.
To strengthen his management experience, Rien was assigned to head ING Philippines as President & CEO when he was 33 years old. Building a business, leading a team, managing change especially after the Aetna acquisition and working in the Philippines fitted him like a glove.
It is therefore understandable that when he was invited to lead AXA Philippines, after successfully heading ING’s retail business in Malaysia and subsequently Poland, he took his chance and accepted the challenge to turnaround the distressed business.
By setting a clear strategy revolving around delivering customer value, building a strong management team and executing the agreed roadmap fiercely, AXA was able to double assets under management, triple premium income, quadruple sales, and quintuple its appraisal value during his 7 years of leadership.
In every business Rien has been able to gain market share, by improving sales effectiveness, developing new distribution channels or starting new partnerships. As the first in the Philippines, he implemented salesforce automation, advisor selection for clients on the internet, a mobile app to empower policyholders and he ensured to be the first to launch direct life insurance products, protection and savings products that can be purchased without any staff interaction.
At least as important however is that he has done all this while improving the key metric of the business; customer satisfaction.
Honesto Franz Maximillian Arcellana Nuqui Jr. (Treasurer and Chief Financial Officer)
Qualifications:
He graduated in 1996 from the University of the Philippines with a degree in BS Mathematics, and a Master of Science in Actuarial Science from the University of Connecticut in 2000.
Relevant Experience:
Honesto “Ian” Nuqui is an accredited actuary and Fellow of the Actuarial Society of the Philippines, with two decades of experience in the life insurance industry in senior actuarial and finance roles. Ian began his career in Sun Life Financial in 1997 and assumed progressively greater roles with Zurich Life, Manulife Philippines, Allianz PNB Life, and Etiqa Life and General Assurance before joining Singapore Life Philippines. He completed his bachelor’s degree in Mathematics summa cum laude from the University of the Philippines – Diliman in 1996, and later obtained his master’s degree in Actuarial Science from the University of Connecticut – Storrs in 2000.
Eir Peirre Alleistair L. Antig (Compliance Officer)
Qualifications:
Eir graduated with honors from the De La Salle University-Manila with a degree in BS Legal Management. She achieved her Juris Doctor degree from the Ateneo Law School in 2010.
Relevant Experience:
Having over 7 years of experience in the life insurance industry, Eir was the Head of Legal of FWD Life Insurance Corporation, one of the newest insurance companies in the Philippines. She previously served as legal counsel and distribution compliance officer for Manulife Philippines and was President of the Life Insurance Claims Association of the Philippines. She was also a member of the Philippine Life Insurance Association’s Ethics Committee and was part of the technical working group which lobbied for the finalization of the ASEAN Corporate Governance Scorecard for the life and non-life insurance industry with the Insurance Commission. She was a graduate of De La Salle University – Manila’s Bachelor of Science in Legal Management (with honors) and of Ateneo Law School’s Juris Doctor Program.
Michelle Suarez-Balois (Corporate Secretary)
Qualifications:
She graduated from the Ateneo de Manila University with a degree in AB Philosophy in 2007, and achieved her Juris Doctor degree from the Ateneo Law School in 2011.
Relevant Experience:
Mitch is currently a Partner in Feria Tantoco Daos Law Office. Prior to this, she was an Associate from 2012-2016 and a Senior Associate from 2016-2018.
Jay Mercene (Assistant Corporate Secretary)
Qualifications:
He graduated from the University of Santo Tomas with a degree in BS Commerce Major in Economics in 2001.
Relevant Experience:
Jay is the current Legal and Compliance Manager of Singlife Philippines. Prior to this he was a Compliance Assistant Manager of Allianz PNB Life and a Compliance Specialist of Insular Life. He has been with the insurance industry for 19 years.
2020 Audited Financial Statement
Section 20 / Significant Related Party Transactions
In the normal course of business, the Company has transactions with the following related parties:
Related Party
Singapore Life Pte Ltd
Relationship
Immediate parent company
The following were the significant related party transactions based on terms as agreed between the parties during the financial year:
Category: With immediate parent company Advances to related party
Amount of Transactions: 2020 - 2019 = P40,273,086
Outstanding Balance Asset (Liability): 2020 - 2019 = (P3,807,151)
Terms and conditions: Unsecured, non-interest- bearing, repayment terms based on loan agreement
In 2020 and 2019, the Company received advances from its immediate parent company for its initial working capital and support general business needs of the company.
Key Management Personnel
The compensation of the directors and other members of key management personnel of the Company amounted to P42.23 million and P11.15 million in 2020 and 2019, respectively.
There are no other significant transactions with related parties.
Audit Committee Terms of Reference
Section 13(d) / DUTIES
The duties of the Audit Com shall include without limitation:
Approve the appointment of the external auditor, including any question of its resignation or
dismissal, and the audit fees for the particular audit year;
Audit Committee Terms of Reference
Section 13(j) / DUTIES
Evaluate and determine non-audit work by external auditor and keep under review the non-audit fees paid to the external auditor both in relation to their significance to the auditor and in relation to SLP’s total expenditure on consultancy. The non-audit work should be disclosed in the annual report;
Corporate Governance Manual
Sec. A(1)(I) / Corporate Governance Principles
Board and Senior Management
The Board of Directors in conjunction with Senior Management has over-all responsibility for:
I. providing entrepreneurial leadership within a framework of prudent and
effective controls which enable risks to be properly assessed and managed;
2020 Audited Financial Statement
Section 19 / Capital Management and Management of Insurance and Financial Risks
Governance Framework
The Company has established a risk management function with clear terms of reference and with the responsibility for developing policies on market, credit, liquidity, insurance and operational risk. It also supports the effective implementation of policies at the overall company and individual business unit levels. The policies define the Company’s identification of risk and its interpretation, limit structure to ensure the appropriate quality and diversification of assets, alignment of underwriting and reinsurance strategies to the corporate goals and specific reporting requirements.
Regulatory Framework
The mandate of regulators is to protect the rights of the policyholders and maintain close vigil to ensure that the Company is satisfactorily managing affairs for their benefit. At the same time, the regulators are also interested in ensuring that the Company maintains appropriate solvency position to meet liabilities arising from claims and that the risk are at acceptable levels.
The operations of the Company are subject to the regulatory requirements of the IC and the SEC. Such regulations not only prescribe approval and monitoring of activities but also impose certain restrictive provisions [e.g., net worth requirements and risk-based capital (RBC) requirements]. Such restrictive provisions minimize the risk of default and insolvency on the part of the insurance companies to meet the unforeseen liabilities as these arise.
Capital Management Framework
The Company maintains a certain level of capital to ensure sufficient solvency margins and to adequately protect the policyholders. The level of capital maintained is usually higher than the minimum capital requirements set by the regulators and the amount computed under the Amended RBC (RBC2) Framework. Since starting commercial operations, the Company has developed policies and processes for managing capital.
To ensure compliance with these externally imposed capital requirements, it is the Company’s policy to assess its position, at least on a quarterly basis, against set minimum capital requirements. The Company elevates any requirement for additional capital infusion to shareholders to address any foreseen capital deficiency. It is anticipated that the Parent Company will support any other financing requirements and future developments of the Company.
Based on the Company’s calculations, the Company fully complied with capital requirements during the reported financial periods and no changes made to its capital management objectives, policies and processes from the previous year.
Paid-up capital requirements
In August 15, 2013, the President of the Philippines approved Republic Act (R.A.) No. 10607 to be known as the “New Insurance Code” which prescribes that new domestic insurance companies shall possess at least a paid-up capital amounting to P=1.00 billion for it to engage in business in the Philippines. The minimum paid-up capital shall remain unimpaired for the continuance of the license of the insurance companies. Moreover, Insurance Memorandum Circular (IMC) No. 22-2008 provided that for the purpose of determining compliance with the law, rules and regulations requiring that the paid-up capital should remain intact and unimpaired at all times, the statements of financial position should show that the net worth or equity is at least equal to the actual paid-up capital.
As at December 31, 2020 and 2019, the Company has complied with the unimpaired capital requirement.
Minimum Statutory Net Worth Requirements
On January 13, 2015, the IC issued Circular Letter (CL) No. 2015-02-A clarifying the minimum capitalization and net worth requirements of all insurance companies in the Philippines. All domestic life and non-life insurance companies duly licensed by the IC must have a net worth of at least P250.00 million by December 31, 2013 (Section 194). The minimum net worth of the said companies shall remain unimpaired at all times and shall increase to the amounts as follows:
Net Worth Compliance Date
P550,000,000 December 31, 2016
P900,000,000 December 31, 2019
P1,300,000,000 December 31, 2022
Net worth shall consist of paid-up capital, retained earnings, unimpaired surplus, and revaluation of assets as may be approved by the Insurance Commissioner. As at December 31, 2020 and 2019, the Company is fully compliant with the minimum statutory net worth requirements.
Amended RBC (RBC2) Framework
In December 2016, IC issued CL No. 2016-68 which supersedes all previously issued IC CL on RBC and shall be implemented effective January 1, 2017. The RBC2 Framework prescribes the minimum RBC Ratio and RBC Requirement that must be satisfied by all insurance companies. Under the RBC2 Framework, the RBC Ratio of an insurance company shall be equal to the Total Available Capital (TAC) divided by the RBC requirement. All insurance companies are required to maintain a minimum RBC Ratio of 100% and not fail the trend test. The RBC Requirement is defined under RBC2 Framework as the capital required to be held appropriately to the risks an insurance company is exposed to.
IC CL No. 2016-69, Implementation Requirements for Financial Reporting, Valuation Standards for Insurance Policy Reserves and RBC2 Framework, further states that the level of sufficiency for the RBC2 Framework shall be at 95.00% level in 2017, 97.50% in 2018 and 99.50% in 2019.
As at December 31, 2020, the Company is compliant with the minimum RBC Ratio and has passed the Trend Test based on the requirements of the IC CL No. 2016-69. The below table shows how the RBC ratio as at the reporting date was determined by the Company:
2020
Total available capital 1,139,589,422
RBC requirement 48,025,892
RBC ratio 2,373%
The final RBC ratio can be determined only after the accounts of the Company have been examined by the IC specifically as to admitted and non-admitted assets as defined under the Code.
Insurance Risk
The risk under an insurance contract is the risk that an insured event will occur, including the uncertainty of the amount and timing of any resulting claim. The principal risk the Company faces under such contracts is that the actual claims and benefit payments exceed the carrying amount of insurance liabilities. This is influenced by the frequency of claims, severity of claims, actual benefits paid that are greater than those originally estimated, and subsequent development of long-term claims.
The Company principally writes life insurance where the life of policyholder is insured against death, illness, injury or permanent disability, usually for a pre-determined amount. The risks associated with the life and accident and health products are underwriting risk and investment risk.
Underwriting risk
Underwriting risk represents the exposure to loss resulting from actual policy experience adversely deviating from assumptions made in the product pricing. Underwriting risks are brought about by a combination of the following:
-
Mortality risk - risk of loss arising from the policyholder's death experience being different than expected.
-
Morbidity risk - risk of loss arising from the policyholder's health experience being different than expected.
-
Expense risk - risk of loss arising from expense experience being different than expected.
-
Policyholder decision risk - risk of loss arising due to policyholder experiences (lapses and surrenders) being different than expected.
The Company’s underwriting strategy is designed to ensure that risks are evaluated and rated appropriately. This is largely achieved through the use of health questionnaires and medical screening in order to ensure that pricing takes into account current health conditions and family medical history, regular review of actual claims experience and product pricing, as well as detailed claims handling procedures. Underwriting limits are in place to enforce appropriate risk selection criteria.
Corporate Governance Manual
2nd Paragraph of Sec. B(4) / Board Membership
The Board must ensure that a fair and effective selection and nomination process is being
implemented in selecting directors. The process in place must also encourage shareholders’ participation (including the minority shareholders’) in the selection and nomination of directors.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Rights of Shareholders
Singlife Philippines Inc. (Singlife Philippines or Company) observes Shareholders Rights as provided by the Revised Corporate Code o the Philippines, the Securities and Exchange Commission’s (SEC’s) Code of Corporate Governance, their amendments, and all other relevant laws, rules, regulations, and documents. All Shareholders have the right to the following, among others:
1. Effectively participate and vote in Shareholders’ meetings;
2. Individually nominate and elect candidates for Directors (including non-controlling Shareholders);
3. Approve renumerations of Directors;
4. Participate in the amendments of the Company’s constitution;
5. Transfer all or substantially all assets of the Company;
6. Exercise their pre-emptive right, authorize additional transfer of shares, and participate in additional
stock issuances of the Company;
7. Inspect corporate books and records;
8. Receive dividends when declared by theBoard of Directors; and
9. Exercise their appraisal rights over certain matters.
The rights above are exercised through a voting process conducted at a Shareholders meeting.
Amended By-Laws
Sec. IV(e) / SHAREHOLDERS
Notices for regular or special shareholders meetings shall be sent by the Corporate Secretary by personal delivery, by mail or by electronic-mail at least fourteen (14) days prior to the date of the meeting (or such shorter period of notice in respect of any particular meeting as may be agreed by all the shareholders) to each shareholder of record at his/her last known post office address, his/her declared electronic mail address, or by publication in a newspaper of general circulation. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. In case of special meetings, only matters stated in the notice can be the subject of motions or deliberations at such meeting.
In the event that a meeting of the shareholders cannot be held for lack of a quorum, the meeting shall be adjourned to the same time and day of the following week and at the same place and at least one (1) weeks’ notice shall be given to the shareholders in relation to such adjourned meeting. At the reconvened meeting, any business may be transacted that might have been transacted on the original date of the meeting. The quorum for such adjourned meeting shall be such number of shareholders (includingall shareholders with a shareholding percentage of twenty-two and 50/100 percentage (22.5%) or more) present in person or represented by proxy with an aggregate shareholding percentage of more than fifty percentage (50%).
Shareholders' Agreement
Section 21.5.2 / Governing Law and Arbitration
The Parties agree to use their best efforts to resolve, through negotiation in good faith, any and all controversies or claims arising out of or in connection with the interpretation or application of the provisions of this Agreement, including the breach, termination or invalidity thereof (each, a “Dispute”). No Party shall commence any dispute settlement proceeding, whether judicial in nature or otherwise, in relation to any Dispute, unless it has first provided notice to the other Parties (the “Dispute Notice”) containing details of the Dispute and inviting a senior officer of each of the other Parties, or his authorised representative(s), to meet with its own senior officer or authorised representative(s) on a specified date, time, and, for the purpose of resolving the Dispute on mutually acceptable terms venue (the “Amicable Settlement Meeting”).
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Conflict of Interest
Singlife’s strictly adheres to fair dealing and avoiding conflict of interest issues. Company requires that all officers, directors, shareholders, and employees should disclose any perceived or actual conflict of interest for or against the Company or any entity that may arise immediately or within 3 days from discovery. Officers, directors, shareholders, and employees must abstain themselves from participating in any and all discussions and activities which relate to the conflict of interest, and they shall not use any information not publicly available to attain profit for themselves.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Related Party Transactions
The Related Party Transactions (RPT) Policy provides that Company must conduct RPTs in the regular course of business and not undertaken on more favorable economic terms to the related parties than similar transactions with non-related parties under similar circumstances. Dealings must always be conducted in arms’ length. With this, a RPT Committee is in charge of evaluating all RPTs to make sure that these transactions are fair, impartial, objective and fully compliant with all relevant laws, rules, and regulations. Proper disclosures about RPTs are submitted to the Insurance Commission and disclosed in our audited financial statements.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Customer Welfare
We aim to prioritize our customers by making insurance accessible to them 24/7. This allows them to buy and manage their policies at their convenience. The Company’s goal is to eliminate paperwork, shorten policy application and reduce claims turn-around time. For 2020, Singlife Philippines’ average turn-around time for payout of Confinement Allowance under Cash for Dengue with COVID19 was 1.4 days while average payout time for Test Allowance was 0.45 days.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Creditor’s Rights
The terms and conditions especially on payment terms with creditors are well-respected by the Company. Company ensures that payment terms are fair to both parties and release of payments are timely made. Creditors are also fairly selected based on Company’s Procurement Policy and Third Party Management. We also protect all creditors’ information by safeguarding their personal information by applying our data privacy policies.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Whistleblower
We strongly encourage all our stakeholders (partners, employees, directors, shareholders, and others) to speak up and report any wrongdoing by sending an email to [email protected] without fear of retaliation. Reports are processed anonymously to ensure protection of the whistleblower.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Anti-Bribery and Anti-Corruption
• Singlife’s founding tenet and continuing policy is to comply fully with all laws governing its operations and to honor the highest legal and ethical standards in the conduct of its business. All of Singlife’s employees, management, directors, and shareholders conduct its business with honesty and integrity, and strictly observes the ethical business practice in terms of accepting gifts and other personal benefits. All gifts accepted are reported to Management for disclosure and proper handling.
• Employees, management, directors, and shareholders of Singlife are also prohibited to give gifts of substantial amounts to any government official, employees, and personnel, and adheres to relevant laws, rules and regulations against anti-bribery and anti-corruption. All gift-giving activities must be properly disclosed to Management before they are carried out.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Code of Conduct
• Singlife Philippines’ Shareholders, Directors, Officers and Employees adhere to conducting themselves in a professional and ethical manner of the highest standards. We are committed to complying with laws, relevant regulations and company policies. This commitment is designed to ensure our clients, employees and stakeholders are always protected at all times. To strengthen our compliance, we conduct training to our personnel on a regular basis and ensure that our directors, officers and employees comply with our Code of Conduct.
Certification of Corporate Secretary, Annex A, Company Information Sheet 2020
Board Structure and Composition, 1st paragraph
Under the Company’s Articles of Incorporation, the Board shall have seven (7) directors, with at least two (2) elected by the shareholders. The Board includes a balance of executive and non-executive directors, such that, no individual or small group of individuals can dominate the Board’s decision making. The Company aims to have a Board with a diverse mix of experience and expertise. Board diversity shall include, but is not limited to skill, experience, age, gender and ethnicity.
Corporate Governance Manual
Sec.B(4) 1st paragraph
Board Membership
Board members are selected based on their capabilities and their fit within the team to exercise the responsibilities of the Board. Plans will be in place for an orderly succession of Board members.
Corporate Governance Principles
Sec. A(1)(I)
Board and Senior Management
The Board of Directors in conjunction with Senior Management has overall responsibility for:
I. providing entrepreneurial leadership within a framework of prudent and effective controls which enable risks to be properly assessed and managed
Certification of Corporate Secretary, Annex A, Company Information Sheet 2021
Board Structure and Composition
Under the Company’s Articles of Incorporation, the Board shall have seven (7) directors, with at least two (2) elected by the shareholders. The Board includes a balance of executive and non-executive directors, such that, no individual or small group of individuals can dominate the Board’s decision making. The Company aims to have a Board with a diverse mix of experience and expertise. Board diversity shall include, but is not limited to skill, experience, age, gender and ethnicity.
In appointing Directors, the Office of the Corporate Secretary requires each candidate to submit their Biographical Data (format of which is as prescribed by the Insurance Commission). The Biographical Data, containing the candidate’s personal information, trainings, past and present positions and directorships, etc., is presented to the Corporate Governance Committee for evaluation and the Board of Directors for approval. This helps the Corporate Governance Committee and the Board of Directors to evaluate the qualifications and choose the right candidates.
The Company ensures that independent directors are independent of management and not related to any director/officer/substantial shareholder of the Company, to which, a Certification of Independent Director is accomplished during their appointment, in compliance with Insurance Commission Circular Letter No. 35-2006. The Company also complies with the guidelines set out in Insurance Commission Circular No. 2018-36 and 2020-71 which sets the term limit of independent directors to a maximum cumulative term of nine (9) years.
The Company also strongly recommends that non-executive directors concurrently serve as directors to a maximum of five (5) Insurance Commission Regulated Entities and publicly-listed companies to ensure that they have sufficient time to fully prepare for meetings, challenge Management’s proposals/views, and oversee the long-term strategy of the Company.
Company’s independent directors observe the maximum board set limit and discloses to the Board should they exceed the limit and certifies that they are still capable to perform their duties to the Board. The Company’s sole executive director, Rien Hermans, does not serve in any board of a publicly listed company.
Members:
Board of Directors
Rex Maria A. Mendoza (Chairman)
Ana Delgado (Non-Executive Director)
Anthony Thomas (Independent Director)
Damian Ho (Non-Executive Director)
Natividad N. Alejo (Independent Director)
Severinus Petrus Paulus Hermans (Executive Director and President/Chief Executive Officer)
Walter de Oude (Non-Executive Director)
Certification of Corporate Secretary, Annex A, Company Information Sheet 2021
Board Orientation and Training
The Office of the Corporate Secretary (OCS) is in charge of providing orientation and onboarding to new Directors. New Directors are provided with important information that allow them to be familiarized with the Company’s governance structure and corporate objectives.
All Directors are provided with continuous training about corporate governance and regulatory requirements. Examples of trainings provided/scheduled are risk management, data privacy, anti-money laundering, etc.
Corporate Governance Manual
Sec. C (2)(d)(vi)
Assure the presence of: (i) continuing education/training programs for the Appointees; (ii) assignment of tasks/projects to board committees, as appropriate; (iii) succession plan for the Appointees; and (iv) proper orientation and induction of new Directors;
Certification of Corporate Secretary, Annex A, Company Information Sheet 2021
Board Structure and Composition
Under the Company’s Articles of Incorporation, the Board shall have seven (7) directors, with at least two (2) elected by the shareholders. The Board includes a balance of executive and non-executive directors, such that, no individual or small group of individuals can dominate the Board’s decision making. The Company aims to have a Board with a diverse mix of experience and expertise. Board diversity shall include, but is not limited to skill, experience, age, gender and ethnicity.
Biographical Data of Corporate Officers as defined in the Company's By-laws - Eir Peirre Alleistair L. Antig (Compliance Officer).
Eir Peirre Alleistair L. Antig (Compliance Officer)
Age: 34
Date of First Appointment: 28 February 2020
Qualifications: Eir graduated with honors from the De La Salle University Manila with a degree in BS Legal Management. She achieved her Juris Doctor degree from the Ateneo Law School in 2010.
Trainings: Last training attended was the Money Laundering & Terrorist Financing Prevention Program (MTP) Seminar by Norberto Nabong, NNabong Training Services in 2020.
Relevant Experience: Having over 7 years of experience in the life insurance industry, Eir was the Head of Legal of FWD Life Insurance Corporation, one of the newest insurance companies in the Philippines. She previously served as legal counsel and distribution compliance officer for Manulife Philippines and was President of the Life Insurance Claims Association of the Philippines. She was also a member of the Philippine Life Insurance Association’s Ethics Committee and was part of the technical working group which lobbied the finalization of the ASEAN Corporate Governance Scorecard for the life and non-life insurance industry with the Insurance Commission. She was a graduate of De La Salle University – Manila’s Bachelor of Science in Legal Management (with honors) and of Ateneo Law School’s Juris Doctor Program.
