Part E: Responsibilities of the Board

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 Points REMARKS
E Board Duties and Responsibilities
E.1 Clearly defined board responsibilities and corporate governance policies
E.1.1 Does the company disclose its corporate governance policy / board charter? RA 9520; By-laws; company policy Y 1
E.1.2 Are  the types of decisions requiring board of directors/commissioners’ approval disclosed ? RA 9520; By-laws; company policy Y 1
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated ? RA 9520; By-laws; company policy Y 1
Corporate Vision/Mission
E.1.4 Does the board of directors/commissioners periodically review and approve the vision and mission? Annual Report/Board Resolutions Y 1 The ideal period is every five years or if in the view of the Board and management there is already a necessity to amend and/or revise its mission and vision statement to conform with the needs and exigency of the current situation
E.1.5 Has the board review the vision and mission/strategy in the last financial year? Annual Report/Strategic Planing Y 1
E.1.6 Does the board of directors monitor/oversee the implementation of the corporate strategy? Annual Report/BOD minutes Y 1
E.2 Code of ethics or conduct
E.2.1 Are the details of the code of ethics or conduct disclosed? Company code of conduct Y 1
E.2.2 Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? Acknowledgement    (code of conduct) Y 1
E.2.3 Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? Y 1
Board Structure & Composition
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? N/A 0
E.2.5 Are the independent directors/commissioners independent of management and major/ substantial shareholders? By-laws; Article IV 2B Y 1
E.2.6 Does the company have a term limit of nine years or less for its independent directors/commissioners? Sec 3-A, Article IV Y 1
E.2.7 Has the company set a limit of five board seats  that an individual director/commissioner may hold simultaneously? N/A 0
E.2.8 Does the company have any independent directors/commissioners who serve on more than five boards of publicly-listed companies? N 1 The independent directors of CISP do not hold any position in any publicly listed companies (see their profile)
E.2.9 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? N 1 All directors of CISP are non-executive and do not hold any board seat in any listed companies. (see profile in the annual report)
Nominating Committee
E.2.10 Does the company have a Nominating Committee (NC)? Y 1 CISP has an Election Committee with the same function as to Nominating Committee
E.2.11 Does the Nominating Committee comprise of a majority of independent directors/commissioners? Y 1 This Committee is an independent body and the members thereof are elected during the General Assembly.
E.2.12 Is the chairman of the Nominating Committee an independent director/commissioner? Y 1 This Committee is an independent body and the members thereof are elected during the General Assembly.
E.2.13 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? Y 1 The By-laws  and even the coop law (RA 9520) provide the terms of reference or duties of the Election Committee even granting said Committee the authority to promulgate its own rules in the conduct of elections and nomination which are binding to all its members
E.2.14 Did the Nominating Committee meet at least twice during the year? Y 1
E.2.15 Is the attendance of members at Nominating Committee meetings disclosed? Y 1
Remuneration Matters
E.2.16 Does the company have a Remuneration Committee? Y 1 The CISP has a Personnel Committee and act as remuneration committee.
E.2.17 Does the Renumeration Committee comprise of a majority of independent directors/commissioners? N 0
E.2.18 Is the chairman of the Renumeration Committee an independent director/commissioner? N 0
E.2.19 Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? N 1
E.2.20 Did the Remuneration Committee meet at least twice during the year? N 1
E.2.21 Is the attendance of members at Remuneration Committee meetings disclosed? N 1
Audit Committee
E.2.22 Does the company have an Audit Committee? By-laws; RA 9520 Y 1 Default
E.2.23 Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? Y 1 Whole audit committee are independent from the board in accordance to RA 9520
E.2.24 Is the chairman of the Audit Committee an independent director/commissioner? Y 1 Whole audit committee are independent from the board in accordance to RA 9520
E.2.25 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? By-laws; RA 9520 Y 1 The Audit Committee is given the authority by the By-laws to promulgate its own rules and guidelines in the conduct of its duties
E.2.26 Does the Annual Report disclose the profile or qualifications of the Audit Committee members? Biographical data/requirements in the election guidelines that a member of Audit Committee must have an accounting and financial experiences Y 1 A candidate for the membership in the Audit Committee is required to submit his/her biographical data to the Election Committee. Further, during the annual meeting and prior to the casting of votes, the candidates for Audit Committee are given a time to introduce themselves and platforms to the members.
E.2.27 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? Biographical data Y 1
E.2.28 Did the Audit Committee meet at least four times during the year? Annual report Y 1 Audit Committee
E.2.29 Is the attendance of members at Audit Committee meetings disclosed? Annual report Y 1 The Chairman of the Audit Committee usually render its reports to the General Assembly including the activities and number of meetings that the body held during a given year.
E.2.30 Does the Audit Committee have primary responsibility for recommendation on the appointment and removal of the external auditor? Minutes of AGM meeting Y 1
E.3 Board meetings and attendance
E.3.1 Are the board of directors/commissioners meetings scheduled before the start of financial year? Minutes of Meetings Y 1
E.3.2 Does the board of directors/commissioners meet at least six times per year? Certification on minutes of meetings; Annual report Y 1
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? Annual Report Y 1
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? By-laws; RA 9520 Y 1
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? Certification on Minutes of meeting/Annual report N/A 1 The CISP has no executive directors but has an Executive Committee composed of the regular board of directors who met once or on January 14, 2015
Access to information
E.3.6 Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? Through email Y 1
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? By-laws Y 1 The Corporate Secretary who possesses special education knowledge is an integral partner of the Board in carry out its duties especially on matters requiring special knowledge i.e. legal and technical.
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices? Y 1 See profile in the annual report
Board Appointments and Re-Election
E.3.9 Does the company disclose the criteria used in selecting new directors/commissioners? Election guidelines Y 1  
E.3.10 Does the company disclose the process followed in appointing new directors/commissioners? Election guidelines/Certification from the Election Committee Y 1
E.3.11 Are all the directors/commissioners subject to re-election at least once every three years? By-laws Y 1 Default
 
Remuneration Committee/ Compensation Committee
E.3.12 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emolumnets) policy/practises (i.e. the use of short term and long term incentives and performance measures? For its executive directors and CEO? Annual Report Y 1
E.3.13 Is there disclosure of the fee structure of non-executive directors/commissioners? Annual Report Y 1
E.3.14 Do the shareholders of the Board of Directors approve the remuneration of the executive directors and/or the senior executives? Minutes of the Board meeting approving the salary compensation of senior officer and re-appointment Y 1 Default
E.3.15 Do independent non-executive directors/commissioners receive options, performance sharesor bonuses? N 1 The Cooperative practices good governance, thus its directors only receive reasonable allowances. (see annual report)
Internal Audit
E.3.16 Does the company have a separate internal audit function? Y 1 Default
E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Annual Report Y 1 Management staff
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? Y 1
 
Risk Oversight
E.3.19 Does the company disclose the internal control procedures/risk management systems it has in place? Audit Manual Y 1
E.3.20 Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems? By-laws; RA 9520; minutes of meetings; notices Y 1
E.3.21 Does the company disclose how key risks are managed? Memorandum of Agreement Y 1
E.3.22 Does the Annual Report contain statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company’s internal controls/risk management systems? Annual Report Y 1 Audit Committee Report
E.4 People on the Board
Board Chairman
E.4.1 Do different persons assume the roles of chairman and CEO? By-laws; RA 9520 Y 1 This is to maintain independence as well as interdependence between the two bodies.
E.4.2 Is the chairman an independent director/commissioner? N 0
E.4.3 has the chairman been company CEO in the last three years? N 1 See profile in the annual report
E.4.4 Are the role and responsibilities of the chairman disclosed? By-laws; RA 9520 Y 1
Skills and Competencies
E.4.5 Does at least one non-executive director/commissioner have prior working experience in the major industry the company is operating in? N 1 The CISP does not operate any major company but its directors and officers also hold key positions in the respective organizations that they are representing. (see profile)
E.4.6 Does the company disclose a board of directors/commissioners diversity policy? N/A 0 The CISP does not have a diversity policy. The directors are representative of their respective cooperatatives but they have diversity background (e.g. businessman, military, etc..)
E.5 Board Performance
E.8 Directors Development
E.5.1 Does the company have orientation programmes for new directors/commissioners? Annual report Y 1 Training and orientation program
E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? By-laws; RA 9520; Certificate of trainings Y 1 CDA and IC require that directors undergo some specific trainings
CEO/Executive Management Appointments and Performance
E.5.3 Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? N 0 Although the company does not have a succession plan as of the moment, it is our practice that all employees including rank and file are sent from various training in preparation for key personnel succession
E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? N 0  
Board Appraisal
E.5.5 Is an annual performance assessment conducted of the board of directors/commissioners? N 0  
E.5.6 Does the company disclose the process followed in conducting the board assessment? N/A 0  
E.5.7 Does the company disclose the criteria used in the board assessment? N/A 0  
Director Appraisal
E.5.8 Is an annual performance assessment conducted of individual director/commissioner? N 0
E.5.9 Does the company disclose the process followed in conducting the director/commissioner assessment? N 0
E.5.10 Does the company disclose the criteria used in the director/commissioner assessment? N 0
Committee Appraisal
E.5.11 Is an annual performance assessment conducted of the board of directors/commissioners committees? N 0