R&B Part D: Disclosure and Transparency (2016)

Philippines
PLCName R&B Insurance Corporation
StockCode
Expert Name
Sector Insurance
Year 2016
Date of Financial Year End 31/12/2016
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? General Information Sheet Y 1
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? General Information Sheet Y 1
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? General Information Sheet Y 1
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? General Information Sheet Y 1
D.1.5 Does the company disclose details of the subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles  (SPEs)/ (SPVs)? General Information Sheet Y 1
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
D.2.5 Dividend policy Annual Report Y 1
D.2.6 Details of whistle-blowing policy Company website 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 Biographical Data Y 1
D.2.8 Training and/or continuing education programme attended by each director/commissioner Biographical Data Y 1
D.2.9 Number of board of directors/commissioners meetings held during the year Attendance sheet on Minutes of the meeting Y 1
D.2.10 Attendance details of each director/commissioner in respect of meetings held Attendance sheet on Minutes of the meeting Y 1
D.2.11 Details of remuneration of the board of directors/commissioners Art. III, Section 7 of Amended By-Laws Y 1 BOD who attend the Board Meetings shall be remunerated
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
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? Policy on RPT Y 1
D.3.2 Does the company disclose the name of the related party and relationship for each material/significant RPT? Policy on RPT Y 1
D.3.3 Does the company disclose the nature and value for each material/significant RPT? Policy on RPT Y 1
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 Shares are fully subscribed. Ammendments to increase not yet approved.
D.5 External auditor and Auditor Report
D.5.1 Are audit fees disclosed? Annual Report/Financial Statement Y 1
Where the same audit firm is engaged for both audit and non-audit services, Annual Report N 1 The external auditor was engaged only in December 2016 a month after the company was acquired
D.5.2 Are the non-audit fees disclosed? Annual Report/Financial Statement Y 1
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 /Emails Y 1 The management reports
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
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? Annual Stockholder’s Meeting Y 1
D.7.2 Is the audited annual financial report released within 120 days from the financial year end? Annual Stockholder’s Meeting Y 1
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? 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 company is not listed
D.8.4 Shareholding structure Company website Y 1
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 Y 1
D.8.8 Minutes of AGM and/or EGM Company website 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? Company website Y 1
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