Annual Report Corporate Governance Manual
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- Laurence Palmer
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1 Insurance Company: Philippine AXA Life Insurance Corporation Year: 2013 Date of Financial Year End: 31/12/2013 D D.1 Transparent ownership structure D.1.1 D.1.2 Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? The requirement for disclosures on beneficial ownership under Sec 17.5 of the PSE Disclosure Rules is not applicable because AXA is a privately-held company. D.1.3 D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Does the company disclose the direct and indirect (deemed) shareholdings of senior management? D.1.5 D.2 Quality of Annual Report D.2.1 Does the company disclose details of the subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? Does the company's annual report disclose the following items: Key risks Company Website The details of AXA's subsidiaries, associates, joint ventures, SPEs and/or SPVs are disclosed in the Annual Report and Company Website AXA's Key Risks are exhaustively discussed in the Audit Committee meetings as prescribed in the Corporate Governance Manual
2 D.2.2 Corporate objectives Company Website AXA's objectives are shown in the Annual Report D.2.3 D.2.4 D.2.5 Financial performance indicators Non-financial performance indicators Dividend policy Company Website Company Website AXA's financial performance indicators are sufficiently disclosed in the Annual Report AXA's non-financial performance indicators are sufficiently disclosed in the Annual Report AXA's dividend policy is Sufficiently disclosed in its By-Laws D.2.6 D.2.7 Details of whistle-blowing policy Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners AXA has a Whistleblower Policy, copies of which are given to all employees, including distributors. Bio-datas of AXA's directors are submitted to the Insurance Commission. D.2.8 Training and/or continuing education programme attended by each director/commissioner All trainings and seminars of the directors are disclosed in their respective Bio-datas, which are submitted to the Insurance Commission. D.2.9 Number of board of directors/commissioners meetings held during the year sufficiently disclosed in the Annual Report.
3 D.2.10 D.2.11 Attendance details of each director/commissioner in respect of meetings held Details of remuneration of the CEO and each member of the board of directors/commissioners Corporate Governance Confirmation Statement N 0 sufficiently disclosed in the Annual Report. There is currently no requirement to disclose this information. However, remuneration of each member of the Board is approved and recorded in the Minutes of the Annual Stockholders Meeting 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 noncompliance, identify and explain reasons for each such issue? Annual Report contains a section on compliance with Corporate Governance 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? sufficiently provided for in AXA's Corporate Governance Manual. D.3.2 D.3.3 Does the company disclose the name of the related party and relationship for each material/significant RPT? Does the company disclose the nature and value for each material/significant RPT? Approval of RPTs are sufficiently disclosed in its By-Laws and Corporate Governance Manual
4 D.4 D.4.1 Directors and commissioners dealings in shares of the company Does the company disclose trading in the company's shares by insiders? D.5 External auditor and Auditor Report The requirement for disclosures on transactions of directors and officers under Sec 13 of the PSE Disclosure Rules is not applicable because AXA is a privately-held company AXA s Insider Trading Policy does not require such disclosure D.5.1 Are audit fees disclosed? D.5.2 Are the non-audit fees disclosed? Currently, there is no requirement either in law or in regulation to disclose these items in the Annual Report D.5.3 Does the non-audit fees exceed the audit fees? D.6 Medium of communications Does the company use the following modes of communication? D.6.1 Quarterly reporting Company website Quarterly financial statements are submitted to the Insurance Commission
5 D.6.2 Company website Company website D.6.3 Analyst's briefing D.6.4 Media briefings /press conferences Company website Press releases The requirement for disclosures regarding company and analyst/investors briefings under Sec 14 of the PSE Disclosure Rules is not applicable because AXA is a privately-held company. AXA uses media briefings and press conferences as one of its modes of communications to its customers and stockholders. D.7 Timely filing/release of annual/financial reports D.7.1 Is the audited annual financial report released within 120 days from the financial year end? Release of the Annual Financial Report is dependent on the schedule for submission provided by BIR and SEC. D.7.2 Is the audited annual financial report released within 90 days from the financial year end? N 0 D.7.3 Is the audited annual/financial report released within 60 days from the financial year end? N 0
6 Is the true and fairness/fair representation of the D.7.4 annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? D.8 Company website Does the company have a website disclosing up-todate information on the following: D.8.1 Business operations Company website D.8.2 Financial statements/reports (current and prior years) Company website D.8.3 Materials provided in briefings to analysts and media Company website Board s approval of the AFS is sufficiently disclosed in its By-Laws and Corporate Governance Manual AXA's business operations is sufficiently disclosed in its website. AXA's Financial Report is sufficiently disclosed in its website. AXA's website discloses among others information relating to its media briefings and press conferences. D.8.4 Shareholding structure Company website D.8.5 Group corporate structure Company website sufficiently disclosed in AXA's website. D.8.6 Downloadable annual report Company website D.8.7 Notice of AGM and/or EGM Company website sufficiently disclosed in AXA's website.
7 D.8.8 Company's constitution (company's by-laws, memorandum and articles of association) Company website D.8.9 All of the above (D.8.1 to D.8.8) are available in English Company website AXA's website contains its Articles of Incorporation and By-Laws. All of the above information are in the English language. D.9 Investor relations D.9.1 Does the company disclose the contact details (e.g. telephone, fax, and ) of the officer responsible for investor relations? AXA is a privately-held corporation. There is no regulatory requirement for such disclosure
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