Philippines BPI/MS INSURANCE CORPORATION StockCode Expert Name Sector Year 2012 Date of Financial Year End31/12/2012
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1 Philippines PLCName BPI/MS INSURANCE CORPORATION StockCode Expert Name Sector Year 2012 ate of Financial Year End31/12/2012 isclosure and Transparency Source ocument/ Location of Information Yes / No Point REMARKS.1 Transparent ownership structure.1.1 oes the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? Name/No. of Shares/Percentage Bank of Phil. Islands/1,448,975/41.40% MSIG Holdings (Asia)Pte. Ltd./1,697,219/48.49% FGU Ins. Corp./349,507/9.99% Yes, the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more oes the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? oes the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Name/No. of Shares/Percentage Bank of Phil. Islands/1,448,975/41.40% MSIG Holdings (Asia)Pte. Ltd./1,697,219/48.49% FGU Ins. Corp./349,507/9.99% Yes, BPI/MS discloses the direct and deemed indirect shareholdings of major and/or substantial shareholders. Yes, BPI/MS discloses the direct and indirect (deemed) shareholdings of directors (commissioners) in the company..
2 .2.5 ividend policy Source ocument/ Location of Information Yes / No Point REMARKS isclosure and Transparency Yes, BPI/MS discloses the direct oes the company and indirect (deemed) disclose the direct and shareholdings of senior indirect (deemed) management. shareholdings of senior management? Yes, BPI/MS discloses details of oes the company the subsidiaries, associates, disclose details of the joint ventures and special subsidiaries, associates, purpose enterprises/vehicles. joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?.2 Quality of Annual Report.2.1 oes the company's annual report disclose the following Key risks BPI/MS 2012 Audited Financial Statement 3.1 Insurance Risk (page 15) and 3.2 Financial Risk (pages 16 to 25) Yes, BPI/MS's annual report discloses the key risks..2.2 Corporate objectives BPI/MS 2012 Annual Report Financial performance indicators Non-financial performance indicators BPI/MS 2012 Annual Report Financial Highlights BPI/MS 2012 Annual Report Financial Highlights Yes, BPI/MS's 2012 Annual Report discloses the Financial performance indicators. Yes, BPI/MS's 2012 Annual Report discloses the Non- Financial performance indicators.
3 .2.6 etails of whistleblowing policy isclosure and Transparency 2012 Corporate Governance Report Policies, Processes and Practices Section B. Whistleblower Policy page 1 Source ocument/ Location of Information Yes / No Point REMARKS Yes, BPI/MS discloses the whistle blowing policy in the 2012 Corporate Governance Report Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other Training and/or continuing education programme attended Number of board of directors/commission ers meetings held during the year 2012 Corporate Governance Report The Board of irectors Section 2012 Corporate Governance Report Governance Structures Section E. Board Performance page 2 Table 1 Yes, the Coroporate Governance Report discloses the biographical details of directors/commissioners. Yes, the 2012 Corporate Governance Report discloses the number of board of directors/commissioners meetings held during the year Attendance details of each director/commissioner in respect of meetings held 2012 Corporate Governance Report Governance Structures Section E. Board Performance page 2 Table 1 Yes, the 2012 Corporate Governance Report discloses the attendance details of each director/commissioner in respect of meetings held etails of remuneration of the CEO and each member of the board of directors/commission ers
4 Corporate Governance Confirmation Statement Source ocument/ Location of Information Yes / No Point REMARKS
5 isclosure and Transparency Source ocument/ Location of Information Yes / No Point REMARKS.2.12 oes 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?.3. isclosure of related party transactions (RPT).3.1 oes the company disclose its policy covering the review and approval of material/significant RPTs? > 2012 Corporate Governance Report Governance Structures Section J. Related Party Transations page 7 > BPI/MS Financial Statements Note 23 - Related Party Transactions and Balances Yes, BPI/MS discloses its policy covering the review and approval of material/significant RPTs..3.2 oes the company disclose the name of the related party and relationship for each material/significant RPT? 2012 Audited Financial Statement Note 23 - Related Party Transactions and Balances Page 49 The table below summarizes the Company's transactions and balances with its related parties. Yes, BPI/MS discloses the name of the related party and relationship for each material/significant RPT.
6 .3.3 oes the company disclose the nature and value for each material/significant RPT? 2012 Audited Financial Statement Note 23 - Related Party Transactions and Balances Page 49 The table below summarizes the Company's transactions and balances with its related parties. Source ocument/ Location of Information Yes / No Point REMARKS Yes, BPI/MS discloses the nature and value for each material/significant RPT.
7 .4 irectors and commissioners dealings in shares of the company isclosure and Transparency Source ocument/ Location of Information Yes / No Point REMARKS.4.1 oes the company disclose trading in the company's shares by insiders? Yes, BPI/MS is not publiclylisted thus no public trading, however, its GIS will show if there is any insider trading occuring..5 External auditor and Auditor Report.5.1 Are audit fees disclosed? Where the same audit firm is engaged for both audit and non-audit services,.5.2 Are the non-audit fees disclosed? N/A 0 Audit firm is not engaged for non-audit services..5.3 oes the non-audit fees exceed the audit fees? N/A 0.6 Medium of communications oes the company use the following modes of communication?.6.1 Quarterly reporting N/A Company website Company website which is used as one of its communication medium to the public..6.3 Analyst's briefing N/A 0
8 isclosure and Transparency Source ocument/ Location of Information Yes / No Point REMARKS.6.4 Media briefings /press conferences N/A 0.7 Timely filing/release of annual/financial reports.7.1 Is the audited annual financial report released within 120 days from the financial year end? Yes, audited financial statement was received by SEC on April 26, 2013 and IC on April 17, Is the audited annual financial report released within 90 days from the financial year end? Is the audited annual/financial report released within 60 days from the financial year end? 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? 2012 Audited Financial Statement Statement of Management's Responsibility for Financial Statements Yes, 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..8 Company website.8.1 oes the company have a website disclosing up-to-date information on the following: Business operations disclosing up-to-date information on business operations.
9 .8.2 Financial statements/reports (current and prior years) isclosure and Transparency Source ocument/ Location of Information Yes / No Point REMARKS disclosing up-to-date information on financial statements/reports (current and prior years) Materials provided in briefings to analysts and media Shareholding structure Group corporate structure ownloadable annual report General Information Sheet N/A 0 Not applicable, no briefings done in disclosing up-to-date information on the shareholding structure disclosing up-to-date group corporate structure..8.7 Notice of AGM and/or EGM disclosing up-to-date Notice of AGM and/or EGM Company's constitution (company's bylaws, memorandum and articles of association) All of the above (.8.1 to.8.8) are available in English Articles of Incorporation and By-Laws disclosing up-to-date company's constitution (company's by-laws and articles of association) Yes, all of the above (.8.1 to.8.8) are available in English..9 Investor relations
10 isclosure and Transparency Source ocument/ Location of Information Yes / No Point REMARKS.9.1 oes the company disclose the contact details (e.g. telephone, fax, and ) of the officer responsible for investor relations? 36 28
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