A.3.1 Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?
Yes. Default Item as per Insurance Commission Guidelines on Compliance with ACGS (Circular Letter No. 2015-13).Under the Company's Manual of Corporate Governance, The Remuneration Committee has been tasked to assist the Board of Directors to carry out its responsibilities relating to executives' and directors' compensation/remuneration. The recommendation of the independent and non-executive directors' fees are then presented to the stockholders in the annual stockholders' meeting, for its approval. In the annual stockholders' meeting dated 02 April 2014, the stockholders approved the performance bonus of the external directors in the amount of P1.2 Million (gross).
Sources:
Agenda of the Stockholders’ Meeting Minutes of the Stockholders’ Meeting"
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?
Yes. As prescribed by the Company By-Laws, all shareholders, whether controlling or minority), are given the right to nominate candidates for the Board. In the last annual stockholders' meeting on 02 April 2014, although the minority stockholder was not present, the Corporate Secretary still informed the stockholders that the minority stockholder has the right to nominate member/s of the Board, in accordance with the Company’s Articles of Incorporation & By-Laws.
Source:
Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDF)
A.3.3 Does the company allow shareholders to elect directors/commissioners individually?
Yes. As prescribed by Section 5 of the Company By-Laws, at every meeting of stockholders, such stockholder with voting privilege shall be entitled to one vote for each share of stock standing in his name on the books of the corporation; provided, however, that in the election of directors, each stockholder is entitled to cumulate his vote in the manner provided by law. During the annual stockholders' meeting, the stockholders were informed that each stockholder with voting privilege was entitled to one vote for each share of stock standing in his name on the books of the Company.
Source:
Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDF)
A.3.4 Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds?
Yes. Before the election process, the shareholders are informed of the voting method and vote counting system; each stockholder with voting privilege was informed that he/she is entitled to one vote for each share of stock standing in his name on the books of the Company. After the election process, the Corporate Secretary shall count the votes and thereafter declare the duly elected members of the Board.
Sources:
2014 Annual Report, page 19 - Election of Directors
Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDF)
A.3.5 Do the minutes of the most recent AGM record questions and answers?
Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company.
Source:
Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)
A.3.6 Do the minutes of the most recent AGM record questions and answers?
Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company.
Source:
Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)
A.3.8 Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM?
Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company.
Source:
Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)
A.3.9 Does the company disclose the list of board members who attended the most recent AGM?
Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company.
Source:
Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)
A.3.10 Did the chairman of the board of directors/commissioners attend the most recent AGM?
Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company.
Source:
Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)
A.3.11 Did the chairman of the Audit Committee attend the most recent AGM?
Yes. As stated in the Minutes of the Stockholders’ Meeting of the Company, the Chairman encouraged the stockholders present to ask questions and raise issues, if any. Before ending the meeting, the Chairman again asked the stockholders if there were any questions or issues they would like to raise to Management and to the Board, to which the stockholders replied in the negative. Likewise during that meeting, the stockholders passed and adopted resolutions on the approval of all the acts of Management, the Board of Directors, its standing committees, and the Executive Officers of the Company; the President's Annual Report and the 2013 Audited Financial Statements; the appointment of the independent auditors; the approval of the performance bonus of the external directors. and the amendment of the Articles of Incorporation of the Company. All resolutions adopted during the meeting were unanimously approved by the stockholders present. The Meeting Minutes indicated the name of the members of the Board present in the meeting. Mr. Edmund Tse (Chairman), Mr. Rex Ma. A. Mendoza (CEO), and Mr. Cesar A. Buenaventura (Chairman of the Audit Commiee) attended the 02 April 2014 Annual Stockholders’ Meeting of the Company.
Source:
Minutes of the Stockholders’ Meeting dated 02 April 2014 (link to PDf)
