Part A: Rights of Shareholders (2016)

PLCName Cooperative Insurance System of the Philippines
Expert Name
Sector Insurance
Year 2016
Date of Financial Year End 31/12/2016
Source Document/ Location of Information Yes / No Point REMARKS
A Rights of Shareholders
A.1 Basic Shareholder Rights
A.1.1 Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by annual general meeting (AGM) for final dividends? ART. 85 R.A. 9520 (Philippine Cooperative Code of 2008 & Revised IRR/Agenda of the 43rd Annual General Assembly (AGA) /Minutes of AGA /letter to IC Y 1 It is the usual practice of the CISP that whenever there is a net income for any given year, the Board recommends for the approval of the General Assembly the allocation of a certain percentage in said income for the distribution to the shareholders in a form of dividend and patronage refund. The cash dividend is paid upon approval of the IC of said distribution.
A.2 Right to participate in decisions concerning fundamental corporate changes.
Do shareholders have the right to participate in:
A.2.1 Amendments to the company’s constitution? ART. 33 R.A. 9520; Sec. 3 Art. Art 111 Amended CISP By-laws/AGA Minutes/Special Assembly Minutes/Articles of Cooperation Y 1 Default
A.2.2 The authorisation of additional shares? Y 1 Default
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? Y 1 Default
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.
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? AGA Minutes/Annual Report / Agenda of the AGA which include the approval of the budget/Sec 7 Art IV & Secs. 1 & 2 ART VI-A  Amended CISP By-laws Y 1 Default
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? Sec 1-A ART VI-A Amended CISP By-laws/Election Guidelines/Minutes of AGA Y 1
A.3.3 Does the company allow shareholders to elect directors/commissioners individually? Sec 2 (2) ART VI By-laws /Notice of AGAMinutes of AGA/Annual Report/website. Y 1
A.3.4 Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds? Election Guidelines/AGA Minutes/Company website/ELECOM Certification of voting result Y 1
A.3.5 Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? AGA Minutes/ Website/Annual Report/Attendance Report Y 1 All coop-shareholders, in the exercise of their rights and through their official representtives are given the opportunity to ask question or raise objections, comments or  recommendations on all matters pertaining to affairs and/or operations of the CISP and  on how does management and the Board run or manage the business of the cooperative   which can be reflected in the result of the overall operations.
A.3.6 Do the minutes of the most recent AGM record questions and answers? Y 1
A.3.7 Does the disclosure of the outcome of the most recent AGM include resolution(s)? Y 1 The Cooperative practice transparency, hence, all resolutions that have been passed and approved by the Board of Directors for any given year are submitted to the General Assembly for confirmation.
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? Y 1 The result of the votes is being announced by the Election Committee, an indiependent body whose members are not members of the Board but are being elected by the General Assembly. The certified result of the election is also posted in the website
A.3.9 Does the company disclose the list of board members who attended the most recent AGM? Y 1
A.3.10 Did the chairman of the board of directors/commissioners attend the most recent AGM? Y 1
A.3.11 Did the CEO/Managing Director/President attend the most recent AGM? Y 1
A.3.12 Did the chairman of the Audit Committee attend the most recent AGM? Y 1
A.3.13 Did the company organise their most recent AGM in an easy to reach location? Notice of AGA/Company website/newspaper publication/sketch of location of the AGA Y 1 The notice usually include the map to the location and the hotels nearby the venue. The CISP even assist its member-coops in the hotel accommodation of delegates
A.3.14 Does the company allow for voting in absentia? Notarized Proxy to Vote form Y 1 A CISP member-coop who cannot send a delegate in the AGA will send a proxy who is given the authority to represent and articiapte on behalf of said in the General Assembly meeting through a notarized proxy to vote form
A.3.15 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? AGA Minutes. Y 1
A.3.16 Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? AGA Minutes/Certification of result of the Election Y 1
A.3.17 Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? Company website Y 1
A.3.18 Does the company provide at least 21 days notice for all resolutions? Notices sent through emails, couriers and telefax, general notice published in a newspaper of general circulation/ announcement in company website/AGA Minutes Y 1
A.3.19 Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? Attached in the Notice of AGA Y 1 For better understanding and appreciation, each agenda item is being explained by the presiding officer during the annual meeting. The shareholders are also  given the chance to raise questions on said agenda matters and even recommendf for their amendments or ratification as they deem fit prior to the approval of said agenda.
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner.
A.4.1 In cases of mergers, acquisitions and/or takeovers, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? Plan of Merge/Business Plan; AGA minutes; Special Assembly Minutes Y 1
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
A.5.1 Does the company publicly disclose policies to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company? Annual Report/Company website/Agenda Notice/Election Guidelines as published in the website/general notice published in a newspaper of General Circculation Y 1
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