R&B PART B: Equitable Treatment of Shareholder (2016)

Philippines
PLCName R&B Insurance Corporation
StockCode
Expert Name 0
Sector Insurance
Year 2016
Date of Financial Year End 31/12/2016
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? 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 the stockholders meeting Y 1
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? Notice of AGM 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? Biographical Data Y 1
B.2.4 Are the auditors seeking appointment/re-appointment clearly identified? N 0
B.2.5 Has an explanation of the dividend policy been provided? Art. VII, Section 1 of Amended By-Laws Y 1
B.2.6 Is the amount payable for final dividends disclosed? Y 1 but, for 2016 no dividends was disclosed
B.2.7 Were the proxy documents made easily available? Art. II, Section 5 of Amended By-Laws Y 1
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 Shares are fully subscribed. Amemdments to increase not yet approved.
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? Y 1 Policy to be uploaded upon approval of BOD and regulatory body.
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. Y 1
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? Y 1 Policy to be uploaded upon approval of BOD and regulatory body.
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