Part D: Disclosure and Transparency

Philippines
PLCName Cooperative Insurance System of the Philippines
StockCode
Expert Name
Sector Insurance
Year 2015
Date of Financial Year End 31/12/2015
Source Document/Location of Information Yes/No Point REMARKS
D Disclosure and Transparency
D.1 Transparent ownership structure
D.1.1 Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? Annual Report Y 1
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? Annual Report Y 1
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Annual Report Y 1 CISP members are composed of cooperatives. Thus its officers (directors) do not have direct shareholdings in the CISP but that of the coops that they represent
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? Annual Report Y 1 CISP members are composed of cooperatives. Thus its officers (directors) do not have direct shareholdings in the CISP but that of the coops that they represent
D.1.5 Does the company disclose details of the subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles  (SPEs)/ (SPVs)? Annual Report N/A 0 CISP has no subsdiaries or associates. Its member-shareholders are composed of cooperatives
D.2 Quality of Annual Report
Does the company’s annual report disclose the following items:
D.2.1 Key risks Annual Report Y 1
D.2.2 Corporate objectives Annual Report Y 1
D.2.3 Financial performance indicators Annual Report Y 1
D.2.4 Non-financial performance indicators Annual Report Y 1 Marketing Reach, Linkages and Network Building and Concern for the communities under the Joint Report of the Board of Directors and Management
D.2.5 Dividend policy Annual Report Y 1
D.2.6 Details of whistle-blowing policy Whistle-blowing policy Y 1
D.2.7 Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners Annual Report/Biographical Data Y 1 Board of directors and executive officers
D.2.8 Training and/or continuing education programme attended by each director/commissioner Annual Report Y 1 Training and orientation program
D.2.9 Number of board of directors/commissioners meetings held during the year Annual Report Y 1 Meetings held and attended by the board of directors for the year 2015
D.2.10 Attendance details of each director/commissioner in respect of meetings held Annual Report/Minutes of meeting Y 1 Meetings held and attended by the board of directors for the year 2015
D.2.11 Details of remuneration of the board of directors/commissioners Annual Report/Board Resolution Y 1 Board of directors honorarium for the three suceeding calendar periods
Corporate Governance Confirmation Statement
D.2.12 Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? Annual Report Y 1 Linkages and Network building under Joint Report of the Board of Directors and Management
D.3. Disclosure of related party transactions (RPT)
D.3.1 Does the company disclose its policy covering the review and approval of material/significant RPTs? RA 9520 Art. 39 Sec.4 Y 1 The company adopts RA9520 Art. 39 Sec. 4 for any RPT transactions.
D.3.2 Does the company disclose the name of the related party and relationship for each material/significant RPT? N 0 The company adopts RA9520 Art. 39 Sec. 4 for any RPT transactions.
D.3.3 Does the company disclose the nature and value for each material/significant RPT? N 0 The company adopts RA9520 Art. 39 Sec. 4 for any RPT transactions.
D.4 Directors and commissioners dealings in shares of the company
D.4.1 Does the company disclose trading in the company’s shares by¬† insiders? N/A 0 The company does not practice inside dealings in share
D.5 External auditor and Auditor Report
D.5.1 Are audit fees disclosed? Annual Report Y 1 Audit fees for three succeeding calendar periods
Where the same audit firm is engaged for both audit and non-audit services, Annual Report N 1 The external auditor was only engaged in audit services
D.5.2 Are the non-audit fees disclosed? Annual Report/BOD Resolution N/A 1 The CISP did not engage the external auditor for other services except for audit.
D.5.3 Does the non-audit fees exceed the audit fees? N 1
D.6 Medium of communications
Does the company use the following modes of communication?
D.6.1 Quarterly reporting Announcement /Company website/Emails Y 1 The management reports, as approved by the Board in every meeting, are sent to shareholders immediately after the said meeting.
D.6.2 Company website Company website Y 1
D.6.3 Analyst’s briefing Annual Report / Announcement / Company website Y 1
D.6.4 Media briefings /press conferences N/A 1 Being a non listed company there is no need for the CISP to use media or press as a medium of communication but ,still it reaches out to its members through its marketing agents who regularly visit the members, owner’s for attending in general assemblies of members and other coop activities.
D.7 Timely filing/release of annual/financial reports
D.7.1 Are the audited annual financial report released within 120 days from the financial year end? report during the AGM/AGM minutes Y 1 Management usually present/report the financial report during the Annual General Assembly meeting. Members are also given annual report during the AGAM;
D.7.2 Is the audited annual financial report released within 120 days from the financial year end? report during the AGM/AGM minutes Y 1 The annual report was also released during the AGM on April 16, 2016
D.7.3 Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? Annual Report; Sec 10 Art IV, CISP By-laws on the powers and duties of the Board; Art. 53 RA 9520 Y 1
D.8 Company website
Does the company have a website disclosing up-to-date information on the following:
D.8.1 Business operations Company website Y 1
D.8.2 Financial statements/reports (current and prior years) Company website Y 1
D.8.3 Materials provided in briefings to analysts and media N/A 0 Being a non listed company there is no need for the CISP to use media or press as a medium of communication
D.8.4 Shareholding structure Company website Y 1 Minutes of the 42nd General Assembly (awarding of top 25 members for 2015)
D.8.5 Group corporate structure Company website Y 1
D.8.6 Downloadable annual report Company website Y 1
D.8.7 Notice of AGM and/or EGM Company website; courier; publication; email Y 1
D.8.8 Minutes of AGM and/or EGM Company website; courier; publication; email; orientation by marketing Y 1
D.8.9 Company’s constitution (company’s by-laws, memorandum and articles of association) Company website Y 1
D.9 Investor relations
D.9.1 Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer responsible for investor relations? Annual Report / Company website Y 1