CORPORATE GOVERNANCE FOR INSURANCE FIRMS. Guillermo Cruz PhD. FAMILY BUSINESS AND CORPORATE GOVERNANCE. Guillermo Cruz PhD. USA Ph.

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1 FAMILY BUSINESS AND CORPORATE GOVERNANCE CORPORATE GOVERNANCE FOR INSURANCE FIRMS Guillermo Cruz PhD. Guillermo Cruz PhD. MEXICO Cel Nex ID 62*325972*5 USA Ph Asesores All rights de Consejo reserved y Alta Dirección S.C./ Board Solutions LLC. THE ART OF INSPIRING, PROTECTING EL AND ARTE EL INCREASING ARTE THE COMPANY PROTEGER PROTEGER VALUE Y Y AUMENTAR AUMENTAR EL VALOR EL VALOR EMPRESARIAL EMPRESARIAL

2 Benefits Corporate Needs Corporate Governance: Program of business practices implemented with the feedback and oversight of the board to protect and increase the value of the company, Practices necessary to facilitate: " Trust and Confidence " Security " Growth " Strong administration " Priorities alignment " Clear definition of ethic, principles, policies and rules " Adequate shareholders relation 2

3 Methodology to protect and increase corporate value BOARD OPERATION Aggregated Value Audit Functions Internal Control System Risk Management Regulatory and Tax Compliance Financial Risks and Statements Analysis of Relevant and Unusual Transactions Compliance Follow up of Stockholders and Board Agreements System of Suggestions, complaints and denunciation Internal Audit and Process of Quality and Performace Improvements External Audit 3

4 Methodology to protect and increase corporate value Role of the Board of Directors for Oversight of Principle-based Reserves (SOLVENCY II) BOARD OPERATION Aggregated Value 4 Risk Oversight Responsabilities RECEIVE AND REVIEW THE REPORTS CERTIFICATION OF INTERNAL CONTROL AND COMPTROLLER PROMOTE INFRAESTRUCTURE IN PLACE - PROCEDURES DISCUSSION, AGREEMENTS AND COMMITMENTS BY BOARD SENIOR MANAGEMENT SHOULD FACILITATE THE BOARD OVERSIGHT QUALIFIED ACTUARIES, CERTIFIED THE CALCULATION SUFICIENT CORPORATE RISK EVALUATION: SOLVENCY RISK, INVESTMENT RISK, PRODUCT PRICING RISKS, PROVISION OF RESERVE FUNDS RISK, INTEREST RATE RISK AND OTHERS MITIGATION PLAN OF ACTIONS (CORRECTIVE AND IMPROVEMENTS MEASSURES) ASSURE ADEQUATE REPORTING TO AUTHORITIES

5 Methodology to protect and increase corporate value BOARD OPERATION Aggregated Value Enterprise Practices Functions Estrategic Plann Policies and Budget CEO Report and Follow up Key Performance and Performance Indicators Relevant Executives Nomination Relevant Executives Performance Evaluation and Compensation Corporate Governance Model Implementation and Evaluation Management and Policies to treat Conflict of Interest and Related Parties transactions Social Responsibility Program 5

6 Methodology to protect and increase corporate value BOARD OPERATION Aggregated Value Business Opportunities Responsibilities INCOME INCREASE OPPORTUNITIES PROFIT MARGIN OPPORTUNITIES PRODUCT PORTAFOLIO CUSTOMER SERVICE COMPETITIVE ADVANTAGES COMPETITORS PRICES ALLIANCES NEW BUSINESS OPPORTUNITIES CORPORATE CULTURE OF EXCELENCE 6

7 Methodology to assure high effective and efficient meetings 7

8 Board Configuration - Corporate Governance Model 8

9 CURRICULUM GUILLERMO CRUZ PhD Ph. +52 (55) Nextel +52 (55) Cel (55) USA Ph. +1(512) FAMILY BUSINESS AND CORPORATE GOVERNANCE 2011 Asesores All rights de reserved Consejo y Alta Dirección S.C./ Board Solutions LLC EL THE ARTE ART OF INSPIRING, PROTEGER PROTECTING Y AUMENTAR AND INCREASING EL VALOR THE EMPRESARIAL COMPANY VALUE

10 Dr. Guillermo Cruz Cel Nex / Asesores de Consejo y Alta Dirección S.C./ Board Solutions LLC All rights reservedy Alta Dirección S.C./ Board Solutions LLC 2011 Asesores de Consejo OF INSPIRING, PROTECTING EL THE ARTEART PROTEGER Y AND INCREASING THE COMPANY VALUE

11 Some of the clients that has been served by Guillermo Cruz PhD 11

12 Dr. Guillermo Cruz Cel Nex / Asesores de Consejo y Alta Dirección S.C./ Board Solutions LLC All rights reservedy Alta Dirección S.C./ Board Solutions LLC 2011 Asesores de Consejo OF INSPIRING, PROTECTING EL THE ARTEART PROTEGER Y AND INCREASING THE COMPANY VALUE

13 FAMILY BUSINESS AND CORPORATE GOVERNANCE Thank you! CORPORATE GOVERNANCE FOR INSURANCE FIRMS Guillermo Cruz PhD. Guillermo Cruz PhD. MEXICO Cel Nex ID 62*325972*5 USA Ph Asesores All rights de Consejo reserved y Alta Dirección S.C./ Board Solutions LLC. THE ART OF INSPIRING, PROTECTING EL AND ARTE EL INCREASING ARTE THE COMPANY PROTEGER PROTEGER VALUE Y Y AUMENTAR AUMENTAR EL VALOR EL VALOR EMPRESARIAL EMPRESARIAL

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