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Governance
Board of Directors
Refers to the collegial body that exercises the corporate powers of all
corporations formed under the Corporation code. It conducts all business
and controls or holds all properties of such corporations.
Directors sitting on the Board in any insurance entity shall be possessed of
the necessary skills, competence and experience, in terms of management
capabilities preferably in the field of insurance or insurance-related
disciplines.
Principles:
Every Company should be headed by an effective Board to lead and
control the company to ensure its success.
Provide entrepreneurial leadership of the company within a
framework of prudent and effective controls which enable risks to be
assessed and managed
Set the companies strategic aims
Ensure that the necessary financial and human resources are in
place for the company to meet its objectives and review management
performance
Set the companies values and standards
Ensure that its obligations to shareholders and others are
understood and met.
Board of Directors
Essential Standards
Meeting Regularly
Non-executive
directors (led by
independent
directors)
Annual Report
-Discharge of duties
efficiently
Composition
Balance of executives
and non executives
Essential Standards
1. There shall be a formal, rigorous and transparent procedures for the
selection and appointments to the Board.
2. Appointments to the Board shall be made on merit and against
subjective criteria
3. Careful deliberation and consideration shall be done to ensure
appointees have enough time for the job.
4. Plans shall be in place for orderly succession to the Board and that
of the senior management level in order to maintain a balance of
appropriate skills and experiences within the company.
Committees
Nomination Committee
Audit Committee
Remuneration
Committee
Nomination Committee
Composition
Role:
Audit Committee
Composition
Role:
Remuneration Committee
Composition
Role:
SEC vs IC
SEC Code
IC Code
Essential Standards:
Ensure:
Standard of best practice for
the company and its
stakeholders
Conduct itself with utmost
honesty and integrity
1.
1.
SEC Code
2.
3.
IC Code
3.
4.
Adopt a professional
development program for
employees and officers and
succession planning for senior
management.
5.
6.
SEC Code
IC Code
4.
Determining corporations
purpose and value, set
strategies and general
policies to ensure that it
survives and thrives despite
financial crisis and its assets
and reputation adequately
protected.
5.
6.
7.
9.
SEC Code
7.
8.
9.
IC Code
13.
Establish compensation
package for all personnel
consistent with interest of all
stakeholders.
Review/approve material
transaction not in the ordinary
course of business.
Establish system of check and
balance for the board.
Have appropriate reporting
system so Board can monitor,
assess and control
managements performance.
SEC Code
10.
11.
12.
IC Code
14.
15.
Endeavor to provide
appropriate technology and
16.
systems rating to account for
available resources to ensure a
position of a strong and
meaningful competitor.
SEC Code
13.
14.
15.
16.
IC Code
IC Code
1.
2.
2.
3.
4.
5.
IC Code
4.
5.
6.
IC Code
7.
8.
Weights
I. Rights of Shareholders
15%
15%
10%
30%
V. Board Responsibilities
30%
Total
100%
Risk Governance
The Board of Directors oversees the implementation by management of
appropriate systems to identify and manage principal risks of the companys
business and periodically reviews and approves our enterprise risk policy, risk
taking philosophy and overall risk appetite.
Strategy:
Our corporate governance practices, corporate values, and integrated, enterprisewide approach to management risk set the foundation for mitigating risks. We
strengthen this base by establishing appropriate internal controls and systems and
by seeking to retain trained and competent people throughout the organization.