Turn goals into reality

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.

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.

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.

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)

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. 

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.

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, 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.

Board Structure and Composition, 3rd paragraph

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;

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;

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

Sec. C(2)(d)

Section 3 / ENSURING ARM’S LENGTH TERMS

Section 1.2

Section (B)(10) / Performance Evaluation

Sec c(1) / Audit Committee

Sec F(2) / Accountability and Audit

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.

Sec. C(1)(f)(iii) / Audit Committee

Sec. B(1)(VI) / Responsibilities of the Board

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:

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.

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.

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.

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.

Section 3 / MEMBERSHIP

Section 4 / MEMBERSHIP

The chairman of the CGCom shall be appointed by the Board.

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.

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.

Section 5 / MEMBERSHIP

At least one member of the committee must have relevant thorough knowledge and experience on risk and risk management.

Section 13 / DUTIES

The duties of the RPT Com shall include without limitation:

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.

Section 4 / MEMBERSHIP

The Chairman of the RPT Com shall be appointed by the Board and should be an independent director.

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.

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.

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.

Section B(6) / Duties, Responsibilities, and Functions of each Director

All Directors are required to:

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.

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.

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.

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.

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.

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.

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.

Biographical Data of Corporate Officers

Section 20 / Significant Related Party Transactions

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;

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;

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;

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.

2nd Paragraph of Sec. B(4) / Board Membership

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.

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%).

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”).

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.

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.

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.

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.

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.

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.

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. 

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