R&B Part E: Responsibilities of the Board (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 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? Article IV of Amended By-laws Y 1
E.1.2 Are  the types of decisions requiring board of directors/commissioners’ approval disclosed ? Article IV of Amended By-laws Y 1
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated ? Article IV of Amended By-laws Y 1
Corporate Vision/Mission
E.1.4 Does the board of directors/commissioners periodically review and approve the vision and mission? Y 1
E.1.5 Has the board review the vision and mission/strategy in the last financial year? Y 1
E.1.6 Does the board of directors monitor/oversee the implementation of the corporate strategy? 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 0 only 2 out of 9 BOD are independent as per IC
E.2.5 Are the independent directors/commissioners independent of management and major/ substantial shareholders? General Information Sheet Y 1
E.2.6 Does the company have a term limit of nine years or less for its independent directors/commissioners? Y 1
E.2.7 Has the company set a limit of five board seats  that an individual director/commissioner may hold simultaneously? Y 1
E.2.8 Does the company have any independent directors/commissioners who serve on more than five boards of publicly-listed companies? N 1
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
Nominating Committee
E.2.10 Does the company have a Nominating Committee (NC)? N 0 Documents to merger to Cooperative Insurance were already submitted to IC. The coop insurance has its own election committee complete with rules and guidelines
E.2.11 Does the Nominating Committee comprise of a majority of independent directors/commissioners? N 0
E.2.12 Is the chairman of the Nominating Committee an independent director/commissioner? N 0
E.2.13 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? N 0
E.2.14 Did the Nominating Committee meet at least twice during the year? N 0
E.2.15 Is the attendance of members at Nominating Committee meetings disclosed? N 0
Remuneration Matters
E.2.16 Does the company have a Remuneration Committee? Art III-Sec 7 Y 1
E.2.17 Does the Renumeration Committee comprise of a majority of independent directors/commissioners? Art III-Sec 7 Y 1
E.2.18 Is the chairman of the Renumeration Committee an independent director/commissioner? Art III-Sec 7 Y 1
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? Y 0
Audit Committee
E.2.22 Does the company have an Audit Committee? N 0 Default
E.2.23 Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? 0 once merged to coop insurance it will have an independent audit committee elected by members.
E.2.24 Is the chairman of the Audit Committee an independent director/commissioner? 0
E.2.25 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? 0
E.2.26 Does the Annual Report disclose the profile or qualifications of the Audit Committee members? 0
E.2.27 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? 0
E.2.28 Did the Audit Committee meet at least four times during the year? 0
E.2.29 Is the attendance of members at Audit Committee meetings disclosed? 0
E.2.30 Does the Audit Committee have primary responsibility for recommendation on the appointment and removal of the external auditor? 0
E.3 Board meetings and attendance
E.3.1 Are the board of directors/commissioners meetings scheduled before the start of financial year? Y 1
E.3.2 Does the board of directors/commissioners meet at least six times per year? Attendance of the meeting Y 1
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? Attendance of the meeting Y 1
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? Article III Sec.6 of Amended By-laws 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? N 0
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? Y 1
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? Article IV Sec. 7 of Amended By-laws Y 1
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices? Personal Information Sheet Y 1
Board Appointments and Re-Election
E.3.9 Does the company disclose the criteria used in selecting new directors/commissioners? N 0  
E.3.10 Does the company disclose the process followed in appointing new directors/commissioners? Y 1
E.3.11 Are all the directors/commissioners subject to re-election at least once every three years? 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? Y 1 Transparency practice
E.3.13 Is there disclosure of the fee structure of non-executive directors/commissioners? 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? Y 1 Default
E.3.15 Do independent non-executive directors/commissioners receive options, performance sharesor bonuses? N 1 But for the year 2016, no bonuses declared due to loss incurred.
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? Y 1
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? Minutes of meetings Y 1
E.3.21 Does the company disclose how key risks are managed? Minutes of meetings 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? N 0
E.4 People on the Board
Board Chairman
E.4.1 Do different persons assume the roles of chairman and CEO? General Information Sheet 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
E.4.4 Are the role and responsibilities of the chairman disclosed? Article IV Sec. 3 of Amneded By-Laws 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? Y 1
E.4.6 Does the company disclose a board of directors/commissioners diversity policy? N/A 0
E.5 Board Performance
E.8 Directors Development
E.5.1 Does the company have orientation programmes for new directors/commissioners? Company Manual Y 1
E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? Company Manual Y 1
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/A 0 the company was recently acquired and is in the process of merging to coop insurance which have its own suceession policy
E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? Y 1  
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
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