Part B: Equitable Treatment of Shareholders

Philippines
PLCName Cooperative Insurance System of the Philippines
StockCode
Expert Name 0
Sector Insurance
Year 2015
Date of Financial Year End 31/12/2015
Source Document/ Location of Information Yes/No Point REMARKS
B Equitable Treatment of Shareholders
B.1 Shares and voting rights
B.1.1 Do the company’s ordinary or common shares have one vote for one share? Sec. 5 Art. VI Amended CISP By-laws Y 1 Default
B.1.2 Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator’s website)? N/A 0 Default
B.2 Notice of AGM
B.2.1 Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? Minutes of Annual General Assembly Meeting Y 1 The resolutions that are being passed for ratification contain only an specific item. Also, a rider or bundling items will not pass the scrutiny of the General Assembly considering that a resolution prior to its approval is being explained and presented to the shareholders.
B.2.2 Are the company’s notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? Minutes of AGAM; Noitce/Agenda/publication in a general newspaper Y 1
Does the notice of AGM/circulars have the following details:
B.2.3 Are the profiles of directors/commissioners ( at least age, qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? Annual Report/Profiles of candidates were posted at the venue of the General Assembly meeting  & introduction of candidates prior to voting Y 1 A candidate for directorship is reqired to submit a biodata to the Election Committee for the latter’s information/guidance as to his/her qualification. Each candidate is alloted a time to introduce him/herself and present his/her platform prior to the conduct of election during the General Assembly itself.
B.2.4 Are the auditors seeking appointment/re-appointment clearly identified? Minutes of the current AGM/Certification of the Election Committee on the qualified candidates Y 1
B.2.5 Has an explanation of the dividend policy been provided? Minutes of current AGM/GA. Resolution and Board Resolution Y 1 Announcement during the annual meeting. Resolution provides the amount to be distributed for dividend. Communications are also sent to shareholders.
B.2.6 Is the amount payable for final dividends disclosed? Announcement during the annual meeting. Resolution provides the amount to be distributed for dividend. Communications are also sent to shareholders. Y 1 CISP sends a communication/update to the shareholders as to the amont of their investment and the dividend that they are entitled for a given year. (But since during the previous years CISP was not able because of the financial lossess it incurred.
B.2.7 Were the proxy documents made easily available? Attached in the notice of AGM. Y 1 The proxy to vote form is included in the Notice/Agenda sent to the shareholders prior to the General Assembly.
B.3 Insider trading and abusive self-dealing should be prohibited.
B.3.1 Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? N/A 0 Default
B.3.2 Are the directors and commissioners required to report their dealings in company shares within 3 business days? N/A 0 The company does not practice inside dealings in share
B.4 Related party transactions by directors and key executives.
B.4.1 Does the company have a policy requiring directors/commissioners  to disclose their interest in transactions and any other conflicts of interest? N/A 0 Default
B.4.2 Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company? RA 9520 Y 1 The company adopts RA9520 Art. 39 Sec. 4 for any RPT transactions.
B.4.3 Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? N 0 Default
B.4.4 Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates. N/A 0 Default
B.5 Protecting minority shareholders from abusive actions
B.5.1 Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies? N 1
B.5.2 Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? N/A 0 The company adopts RA9520 Art. 39 Sec. 4 for any RPT transactions.