ASEAN Corporate Governance Scorecard

PART A - Rights of Shareholders

A.	Rights of Shareholders		Y/ N	Reference/Source document	Link
A.1	Basic Shareholder Rights
A.1.1	Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends?	OECD Principle II: The Rights of Shareholders and Key Ownership Functions (A) Basic shareholder rights should include the right to, amongst others: (6) share in the profits of the corporation.	N/A	The Company is wholly owned by Generali Asia N.V. Not applicable for Class 1 as prescribed by the Guidelines on Compliance with ASEAN Corporate Governance Scorecard issued by the Insurance Commission.
A.2	Right to participate in decisions concerning fundamental corporate changes.
	Do shareholders have the right to participate in:
A.2.1	Amendments to the company's constitution?	OECD Principle II (B) Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: (1) amendments to the statutes, or articles of incorporation or similar governing documents of the company.	Y	By Laws Article 8 – Amendments (Page 15) The Board of Directors by a majority vote thereof, and the owners of at least a majority of the outstanding capital stock entitled to vote of the Corporation, at a regular or special meeting duly called for the purpose, may amend or repeal these Bylaws or any of its amendments or adopt new Bylaws, provided, however, that the owners of two thirds (2/3) of the outstanding capital stock entitled to vote may delegate to the Board of Directors the power to amend or repeal these Bylaws and any of its amendments or adopt new Bylaws, provided, further, that any power delegated to the Board of Directors to amend or repeal these Bylaws or any of its amendments or adopt new Bylaws shall be considered revoked whenever stockholders owning or representing a majority of the outstanding capital stock entitled to vote shall so vote at a regular or special meeting called for that purpose.	By-laws
A.2.2	The authorisation of additional shares?	OECD Principle II (B): (2) the authorisation of additional shares.	Y	The Company follows Section 37 of the Revised Corporation Code. To wit: “Section 37. Power to Increase or Decrease Capital Stock; Incur, Create or Increase Bonded Indebtedness. – No corporation shall increase or decrease its capital stock or incur, create or increase any bonded indebtedness unless approved by a majority vote of the board of directors and by two-thirds (2/3) of the outstanding capital stock at a stockholders’ meeting duly called for the purpose. Xxx xxx xxx”
A.2.3	The transfer of all or substantially all assets, which in effect results in the sale of the company?	OECD Principle II.(B): (3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company.	Y	The Company follows Section 39 of the Revised Corporation Code which states that: Sale or Other Disposition of Assets. – Subject to the provisions of Republic Act No. 10667, otherwise known as “Philippine Competition Act”, and other related laws, a corporation may, by a majority vote of its board of directors or trustees, sell, lease, exchange, mortgage, pledge, or otherwise dispose of its property and assets, upon such terms and onditions and for such consideration, which may be money, stocks, bonds, or other instruments for the payment of money or other property or consideration, as its board of directors or trustees may deem expedient. A sale of all or substantially all of the corporation’s properties and assets, including its goodwill must be authorized by the vote of the stockholders representing at least twothirds (2/3) of the outstanding capital stock, or at least two-thirds (2/3) of the members, in a stockholders’ or members’ meeting duly called for the purpose.
A.3	Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.
A.3.1	Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?	OECD Principle II (C): (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval.	Y	By Laws Article III, Section 3.6 Director's Compensation (Page 4) -Reasonable compensation (other than per diems) maybe granted to directors by the vote of stockholders representing at least majority of the outstanding capital stock entitled to vote at a regular or special stockholder's meeting.	By-laws
A.3.2	Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?		N/A	Not applicable because the Company is wholly-owned by by one stockholder.
A.3.3	Does the company allow shareholders to elect directors/commissioners individually?		Y	By Laws Article III, Section 3.1 Qualifications and elections (Page 4) - The general management of the Corporation shall be vested in a Board of seven (7) directors, two (2) of whom shall be independent directors, who shall be stockholders of the Corporation and who shall be elected annually by the stockholders of the Corporation and who shall be elected annually by stockholders and to serve as directors until the election and qualification of their successors. The Board of Directors were elected during the latest Annual Stockholders Meeting dated 11 September 2019. (See 11 September 2019 Minutes of the Annual Stockholders Meeting)	By laws and Minutes of the Annual Stockholders Meeting dated 11 September 2019
A.3.4	Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds?	OECD Principle II (C): Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.	N/A	Not applicable because the Company is wholly-owned by by one stockholder.
A.3.5	Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues?	OECD Principle II (C): (2) Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations.	N/A	Not applicable because the Company is wholly-owned by by one stockholder.
A.3.6	Do the minutes of the most recent AGM record questions and answers?		N/A	Not applicable because the Company is wholly-owned by by one stockholder.
A.3.7	Does the disclosure of the outcome of the most recent AGM include resolution(s)?		Y	The disclosure of the outcome of the most recent AGM includes resolutions. The resolutions are made available in the Minutes of the Annual Stockholder’s Meeting.	Minutes of Annual Stockholders Meeting 11 September 2019
A.3.8	Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM?		Y	Since The Company has only one stockholder, vote cast for each item in the agenda have all been UNANIMOUS since the start. Please see Minutes of Annual Stockholders Meeting	Minutes of Annual Stockholders Meeting 11 September 2019
A.3.9	Does the company disclose the list of board members who attended the most recent AGM?	OECD Principle II (C); and ICGN 2.4.2: All directors need to be able to allocate sufficient time to the board to perform their responsibilities effectively, including allowing some leeway for occasions when greater than usual time demands are made.	Y	The Minutes of the recent Annual Stockholders Meeting would show the list of board members who attended the said Meeting	Minutes of Annual Stockholders Meeting 11 September 2019
A.3.10	Did the chairman of the board of directors/commissioners attend the most recent AGM?		Y	Robert Hector John Spence (Chair of the Board of Directors) attended the Annual Stockholders Meeting (Please see Minutes of Annual Stockholders Meeting dated 11 September 2019	Minutes of Annual Stockholders Meeting 11 September 2019
A.3.11	Did the CEO/Managing Director/President attend the most recent AGM?		Y	Reynaldo C. Centeno (President and CEO) attended the annual stockholders meeting	Minutes of Annual Stockholders Meeting 11 September 2019
A.3.12	Did the chairman of the Audit Committee attend the most recent AGM?		Y	Yes. Betty G. Lui, the Chairwoman of the Audit Committee attended the Annual Stockholders Meeting	Minutes of Annual Stockholders Meeting 11 September 2019
A.3.13	Did the company organise their most recent AGM in an easy to reach location?	OECD Principle II (C)	Y	The most recent Annual Stockholders Meeting was held at the Principal Office of the Corporation located at 10F Petron Mega Plaza Sen. J. Gil Puyat Ave., Makati City (Please see Minutes of Annual Stockholders Meeting dated 11 September 2019)	Minutes of Annual Stockholders Meeting 11 September 2019
A.3.14	Does the company allow for voting in absentia?	OECD Principle II (C): (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.	Y	By-Laws Article II, Section 2.3, page 2 "Section 2.3 Proxies and Quorum - at all stockholders'meeting, stockholders of record may vote in person or by proxy duly given in writing, which must be deposited with the Secretary of the Corporation for authentication and determination of validity at least one (1) day before the scheduled date of meeting. xxx xxx xxx" See also Proxy Letter attached to Notice of Annual Stockholders Meeting 11 September 2019 & Proxy Letter available on the Company website.	Notice of Annual Stockholders Meeting 11 September 2019
A.3.15	Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?	OECD Principle II (C)	N/A	Not applicable because the Company is wholly-owned by by one stockholder and the shares in the name of the directors are nominee shares only.
A.3.16	Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM?		N/A	Not applicable because the Company is wholly-owned by by one stockholder and the shares in the name of the directors are nominee shares only.
A.3.17	Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions?	OECD Principle II (C): (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.	N/A	Not applicable because the Company is wholly-owned by by one stockholder and the shares in the name of the directors are nominee shares only.
A.3.18	Do companies provide at least 21 days notice for all resolutions?		Y	All notices were sent in accordance with the Company By Laws	By-laws
A.3.19	Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement?		Y	Materials are provided to the stockholders prior to the Annual Stockholders Meeting (Please see Minutes of Annual Stockholders Meeting dated 11 September 2019)	Minutes of Annual Stockholders Meeting 11 September 2019
A.4	Markets for corporate control should be allowed to function in an efficient and transparent manner.
A.4.1	In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price?	OECD Principle II (E): Markets for corporate control should be allowed to function in an efficient and transparent manner. (1) The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions should occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class.	N/A	The Company is wholly-owned by one stockholder. There is no minority shareholders that may be disenfranchised.
A.5	The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
A.5.1	Does the Company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company?	OECD Principle II (F): The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.	N/A	The Company is wholly-owned by one stockholder. There is no minority shareholders that may be disenfranchised.

PART B - Equitable Treatment of Shareholders

B.1	Shares and voting rights		Y/ N	Reference/Source document	Link
B.1.1	Do the company's ordinary or common shares have one vote for one share?	OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (1) Within any series of a class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected. ICGN 8.3.1 Unequal voting rights Companies ordinary or common shares should feature one vote for one share. Divergence from a 'one-share, one-vote' standard which gives certain shareholders power which is disproportionate to their equity ownership should be both disclosed and justified.	Y	"By-Laws Article II, Section 2.3, page 2 ""Section 2.3 Proxies and Quorum - at all stockholders'meeting, stockholders of record may vote in person or by proxy duly given in writing, which must be deposited with the Secretary of the Corporation for authentication and determination of validity at least one (1) day before the scheduled date of meeting. xxx xxx xxx. Each share of stock shall be entitled to one (1) vote, except in the election of directors where cumulative voting shall be observed, and such vote(s) shall be cast by the registered holder thereof, either in person or by proxy.	By-laws
B.1.2	Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)?		N/A	Not applicable because the Company is wholly-owned by by one stockholder and the shares in the name of the directors are nominee shares only.
B.2	Notice of AGM
B.2.1	Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution?	OECD Principle II (C) Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern shareholder meetings: (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. OECD Principle III (A) All shareholders of the same series of a class should be treat equally. (4) Impediments to cross border voting should be eliminated. ICGN 8.3.2 Shareholder participation in governance Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual basis and also the right to appoint external auditor. ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote.	Y	Each resolution in the recent Annual Stockholders deal with one item only. Please See Notice of Annual Stockholders Meeting and Minutes of the Annual Stockholders dated 11 September 2019	Notice of Annual Shareholders Meeting and Minutes of the Annual Meeting dated 11 September 2019
B.2.2	Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version?		N/A	English is the language used in business and commercial transactions in the Philippines.
	Does the notice of AGM/circulars have the following details:
B.2.3	Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included?		Y	It was not specifically stated in the Notice but the latest curicullum vitae of the directors and officers were attached to the meeting materials.
B.2.4	Are the auditors seeking appointment/re-appointment clearly identified?		Y	See Notice of the Annual Stockholders Meeting	Notice of Annual Stockholders Meeting 11 September 2019
B.2.5	Has an explanation of the dividend policy been provided?		N/A	The Company is wholly-owned by one stockholder.
B.2.6	Is the amount payable for final dividends disclosed?		N/A	No Dividend was declared.
B.2.7	Were the proxy documents made easily available?		N/A	The Company is wholly-owned by one stockholder. Please refer to Proxy form attached to the Notice of Annual Stockholders Meeting
B.3	Insider trading and abusive self-dealing should be prohibited.
B.3.1	Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market?	OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company's own securities. Among other issues, these must seek to ensure that individuals do not benefit from knowledge which is not generally available to the market. ICGN 8.5 Shareholder rights of action ... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.	Y	Code of Conduct Insider Dealing, page 18 “Insider dealing The Group takes measures to prevent the improper use of inside information and ensures the fair management of deals involving securities. Inside information is specific information that is not in the public domain but, if made public, could significantly influence the price of securities. Such information, regardless of whether it is related to a company of the Group or to another company outside the Group or their listed securities, must be treated with strict confidentiality and disclosed on a need-to-know basis according to the provisions of local law. When in possession of inside information, Employees must refrain from disclosing it, except to their colleagues who have a valid business reason to receive it. Inside information may also be disclosed to third parties (lawyers, auditors, consultants, etc.) who have a need to know it in connection with a proper reason and have executed appropriate confidentiality agreements. Employees in possession of inside information are prohibited to deal, directly or indirectly, or to provide tips or make recommendations about Group securities or other securities, if transactions are based on such information. Same rules apply regardless of whether they deal in securities for personal purposes or in the behalf of the Group. In any case, Employees who are planning to deal or to recommend someone to deal in Group securities must fully comply with the applicable laws and Group or local policies.”	Generali Code of Conduct
B.3.2	Are the directors / commissioners required to report their dealings in company shares within 3 business days?		N/A	NOT applicable to the Company as its shares are not available for sale to the public. as it is wholly-owned by one stockholder. The other stockholders are only nominees shares
B.4	Related party transactions by directors and key executives.
B.4.1	Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest?	OECD Principle III (C) Members of the board and key executives should be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation. ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest.	Y	Generali Group of Conduct Conflict of Interest, Page 14 “Conflicts of interest Employees must act pursuing the Group’s interests. A conflict of interest occurs when an Employee is involved in personal activities or relationships that might interfere with his/her ability to act in the best interest of the Group. In general, conflicts of interests should be avoided and, if a conflict is unavoidable, it must be managed in order to avoid detriments to the Group. Employees are expected to be aware of potential conflicts that can arise in daily business activities and must report these to their manager or the Compliance Function. If they have any doubt in relation to the existence of a conflict of interest, they shall seek clarifications from their managers or the Compliance Function.”	Generali Code of Conduct
B.4.2	Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders?		Y	Corporate Governance Code Independent Director, Section 3.C.4 Page 9 “3.C.4. After the appointment of a director who qualifies himself/herself as independent and subsequently, upon the occurrence of circumstances affecting the independence requirement and in any case at least once a year, the Board of Directors shall evaluate, on the basis of the information provided by the same director or available to the Company, those relations which could be or appear to be such as to jeopardize the autonomy of judgment of such director. The Board of Directors shall make proper disclosure on its findings. In the documents mentioned above, the Board of Directors shall: - Disclose whether they adopted certain criteria for assessing the independence which are different from the one recommended by the Code, also with reference to individual directors, and if so, specifying the reasons; - Describe quantitative and/or qualitative criteria used, if any, in assessing the relevance of relationships under evaluation.”	Corporate Governance Code
B.4.3	Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?		Y	Generali Group Code of Conduct Applicability, Page 9 This Code of Conduct (the “Code”) defines the fundamental rules for employees, including members of supervisory and management bodies (collectively, the “Employees”) of the Generali Group. Third parties (consultants, suppliers, agents, etc.) who act on behalf of the Group are expected to adhere to the principles set out in the Code. Conflict of Interest, Page 14 “Conflicts of interest Employees must act pursuing the Group’s interests. A conflict of interest occurs when an Employee is involved in personal activities or relationships that might interfere with his/her ability to act in the best interest of the Group. In general, conflicts of interests should be avoided and, if a conflict is unavoidable, it must be managed in order to avoid detriments to the Group. Employees are expected to be aware of potential conflicts that can arise in daily business activities and must report these to their manager or the Compliance Function. If they have any doubt in relation to the existence of a conflict of interest, they shall seek clarifications from their managers or the Compliance Function.”	Generali Code of Conduct
B.4.4	Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates?		Y	Generali Group of Conduct Conflict of Interest, Page 14 “Conflicts of interest Employees must act pursuing the Group’s interests. A conflict of interest occurs when an Employee is involved in personal activities or relationships that might interfere with his/her ability to act in the best interest of the Group. In general, conflicts of interests should be avoided and, if a conflict is unavoidable, it must be managed in order to avoid detriments to the Group. Employees are expected to be aware of potential conflicts that can arise in daily business activities and must report these to their manager or the Compliance Function. If they have any doubt in relation to the existence of a conflict of interest, they shall seek clarifications from their managers or the Compliance Function.”	Generali Code of Conduct
B.5	Protecting minority shareholders from abusive actions
B.5.1	Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies?	OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (2) Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress. ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. ICGN 8.5 Shareholder rights of action Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.	N/A	The Company is wholly-owned by one stockholder. There is no minority shares.
B.5.2	Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length?		Y	Generali Group of Conduct Conflict of Interest, Page 14 “Conflicts of interest Employees must act pursuing the Group’s interests. A conflict of interest occurs when an Employee is involved in personal activities or relationships that might interfere with his/her ability to act in the best interest of the Group. In general, conflicts of interests should be avoided and, if a conflict is unavoidable, it must be managed in order to avoid detriments to the Group. Employees are expected to be aware of potential conflicts that can arise in daily business activities and must report these to their manager or the Compliance Function. If they have any doubt in relation to the existence of a conflict of interest, they shall seek clarifications from their managers or the Compliance Function.”	Generali Code of Conduct

PART C - Role of Stakeholders

C.1	The rights of stakeholders that are established by law or through mutual agreements are to be respected.		Y/ N	Reference / Source document	Link
	Does the company disclose a policy that :
C.1.1	Stipulates the existence and scope of the company's efforts to address customers' welfare?	OECD Principle IV (A): The rights of stakeholders that are established by law or through mutual agreements are to be respected. In all OECD countries, the rights of stakeholders are established by law (e.g. labour, business, commercial and insolvency laws) or by contractual relations. Even in areas where stakeholder interests are not legislated, many firms make additional commitments to stakeholders, and concern over corporate reputation and corporate performance often requires the recognition of broader interests. Global Reporting Initiative: Sustainability Report (C1.1 - C.15) International Accounting Standards 1: Presentation of Financial Statements	Y	Generali Group Code of Conduct Customer Relations, Page 16 “Customer satisfaction is a key factor of the Group’s business strategic view, enabling the Group to strengthen and improve its leadership position. In relations with customers, Employees are required to behave correctly and honestly, forthrightly and professionally, and to refrain from deceptive or misleading practices. Employees must always consider the customers’ best interests, providing solutions appropriate to their needs. Conflicts of interest shall be avoided or, if unavoidable, be managed in order to protect the interests of customers. In proposing products and services, Employees must only make statements that are factual, truthful and completely accurate. After-sale assistance must be granted and easily accessible. Customer satisfaction must be constantly monitored. New products and services must be developed in line with customers’ evolving needs and identified areas of improvement. The products and services development process must be clearly defined, and a strategic plan of new products and services must be periodically adopted by each Group Company.”	Generali Code of Conduct
C.1.2	Explains supplier/contractor selection practice?		Y	Generali Group Code of Conduct Supplier Selection, Page 17 "The Group ensures fairness, transparency and straightforwardness in the relationships with its suppliers. In the relations with suppliers, Employees are required to behave fairly, transparently and straightforwardly and to avoid situations of conflicts of interest. The selection of suppliers must be exclusively based on principles of fair competition and on the quality of the products and services offered. The quality of products and services must be assessed against international ethical criteria regarding labour and human rights and in consideration of the environmental impact of production and supply methods."	Generali Code of Conduct
C.1.3	Describes the company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?		Y	The Policy for the Environment and Climate identifies the guiding principles by which the strategies and goals of Group companies’ environmental management must abide in order to ensure protection of the environment, prevention of pollution and protection and conservation of biodiversity, as well as to meet the challenges posed by climate change. The goal is to provide a framework for the management of environmental impacts in order to improve the Group’s sustainability and take into account risks and opportunities that may have a significant bearing on the development of its core business and its ability to create long-term value. The tool through which the Group manages environmental impacts, giving effect to the Policy, is the Environmental Management System. The Policy for the Environment and Climate covers all activities carried out by the Group’s companies in all the various countries where the Group operates.	Group Policy for the Environment
C.1.4	Elaborates the company's efforts to interact with the communities in which they operate?		Y	In 2019,Generali Philippines CSR activity was held, this time in Cebu City last 20 July 2019. Residents of Barangay Sabang Danao City were provided with free medical consultation and their needed prescription medicines. Free snacks, grocery packages, and old yet usable clothes were given out, as well. Moreover, kids were treated to a sing and dance party by their ates in GLAPI	Generali Corporate Social Responsibility
C.1.5	Describe the company's anti-corruption programmes and procedures?		Y	Generali Group Code of Conduct Anti-bribery and Anti-corruption, Page 15 “Employees must conduct business in an honest and ethical way. Any form of corruption, including bribery and extortion, is not tolerated. Thus, Employees must abstain from offering or accepting undue payments, gifts, entertainment or other benefits. It is always forbidden to promise, give or receive gifts in the form of cash or equivalent payment methods, or any other kind of negotiable securities. Gifts, entertainment or other benefits may only be offered or accepted in connection with business activity and if deemed commonplace and appropriate to the circumstance (i.e. when they are reasonable and comply with local laws) and should not normally exceed € 100. Conflicts of interest arise when we, our family members or other close persons, could receive personal gains as a result of our position in the Group or through access to confidential information, as well as when one of our relatives is hired due to our influence or our position in the company. Furthermore, conflicts of interest could depend on doing activities outside of the Group, for example serving as an employee, director or consultant of companies, foundations or non-profit organizations, when such activities are remunerated by entities that have or expect to enter in a relationship with the Group. Gifts are inappropriate if they do create an appearance of bad faith or improper influence in business decisions. The same rules apply for gifts, entertainment or other benefits that are given to your family members. The nature of the Group business requires interaction with public officials, public institutions or authorities, representatives of political parties and trade unions. In such circumstances Employees must refrain from offering or receiving, directly or indirectly, anything unless in connection with ordinary business activities and in line with law and common local practices. Any gifts and invitations for entertainment events made to public officials require the approval of the Compliance Officer. Employees must inform their direct manager and the Compliance Function about any attempt to give or to receive undue gifts, entertainment or other benefits that could create the appearance of improper influence in business decisions.”	Generali Code of Conduct
C.1.6	Describes how creditors' rights are safeguarded?		Y	In order to safeguard the creditor's right, the Company follows Section 39 of the Revised Corporation Code which states that: A sale of all or substantially all of the corporation’s properties and assets, including its goodwill must be authorized by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, or at least two-thirds (2/3) of the members, in a stockholders’ or members’ meeting duly called for the purpose. Sale or Other Disposition of Assets. – Subject to the provisions of Republic Act No. 10667, otherwise known as “Philippine Competition Act”, and other related laws, a corporation may, by a majority vote of its board of directors or trustees, sell, lease, exchange, mortgage, pledge, or otherwise dispose of its property and assets, upon such terms and conditions and for such consideration, which may be money, stocks, bonds, or other instruments for the payment of money or other property or consideration, as its board of directors or trustees may deem expedient.
	Does the company disclose the activities that it has undertaken to implement the above mentioned policies?
C.1.7	Customer health and safety	OECD Principle IV (A) & Global Reporting Initiative	Y	Generali Group Code of Conduct Sustainability, Page 11 "The Group aims at contributing to quality economic and social development based on respect for fundamental human and labour rights and protection of the environment. The Group promotes a culture of sustainability throughout its spheres of influence, specifically among its Employees, customers and suppliers. Employees are therefore committed to: - making the most of their colleagues, promoting development and recognizing individual contributions made to the success of the organization; - improving the circumstances of the communities where the Group operates, playing a role as a corporate citizen in support of institutions, organizations and associations; - putting the skills and resources of the Group at the service of those who are most vulnerable, in order to promote the integration of the poorest and most disadvantaged people; - considering also the environmental, social and corporate governance conduct of the issuers in which it invests, when managing the Group’s investments; - contributing to protection of the environment, promoting a reduction in the direct and indirect environmental impact of their activities. Each year, in its Sustainability Commitments Chart, the Group declares the initiatives planned for the period in question. Employees must act in accordance with the Group’s commitments and in order to achieve these initiatives. "	Generali Code of Conduct
C.1.8	Supplier/Contractor selection and criteria		Y	Generali Group Code of Conduct Supplier Selection, Page 17 "The Group ensures fairness, transparency and straightforwardness in the relationships with its suppliers. In the relations with suppliers, Employees are required to behave fairly, transparently and straightforwardly and to avoid situations of conflicts of interest. The selection of suppliers must be exclusively based on principles of fair competition and on the quality of the products and services offered. The quality of products and services must be assessed against international ethical criteria regarding labour and human rights and in consideration of the environmental impact of production and supply methods."	Generali Code of Conduct
C.1.9	Environmentally-friendly value chain		Y	Significant environmental impacts The Environmental Management System considers both direct impacts, i.e. those related to the Group’s activities, and indirect impacts, i.e. those associated with purchasing, planning and providing insurance and financial products and with institutional investment activity. Direct environmental Impact The areas where to intervene are the following: -management of buildings and company structures: this management is increasingly conducted with a view to continuously improving the operating comfort of all staff members and to efficiently using the natural resources. In order to minimize negative environmental impacts, the Group undertakes: -to reduce the consumption of energy, water and paper; - to efficiently manage waste, by increasing the selectively collected waste. - management of corporate mobility: the Group travel policy provides for: a mobility reduction, increasing video- and teleconferences, e-learning training, etc.; - the preference for public transport or collective transport, such as shuttle services, car pooling, etc.	Group Policy for Environment
C.1.10	Interaction with the communities		Y	Website The Company provides for Customer Service Contact Points for any concerns. Product Inquiries Trunk Line: (63) 2 8888-0808 Customer Service Contact Points 24/7Customer Care Hotline: (63) 2 85806600 24/7 Customer CareMobile: (63) 917 894-1135 (Globe) (63) 932-867-1136 (Sun) (63) 939-925-1505 (Smart) Fax: (63) 2 8886-3388 You can also e-mail your queries and concerns at customercare@generali.com.ph	Please see website
C.1.11	Anti-corruption programmes and procedures		Y	Generali Group Code of Conduct Anti Bribery and Corruption, Page 15 The Group condemns and combats all forms of bribery and corruption. Employees must conduct business in an honest and ethical way. Any form of corruption, including bribery and extortion, is not tolerated. Thus, Employees must abstain from offering or accepting undue payments, gifts, entertainment or other benefits. It is always forbidden to promise, give or receive gifts in the form of cash or equivalent payment methods, or any other kind of negotiable securities. Gifts, entertainment or other benefits may only be offered or accepted in connection with business activity and if deemed commonplace and appropriate to the circumstance (i.e. when they are reasonable and comply with local laws) and should not normally exceed € 100. The nature of the Group business requires interaction with public officials, public institutions or authorities, representatives of political parties and trade unions. In such circumstances Employees must refrain from offering or receiving, directly or indirectly, anything unless in connection with ordinary business activities and in line with law and common local practices. Any gifts and invitations for entertainment events made to public officials require the approval of the Compliance Officer. Employees must inform their direct manager and the Compliance Function about any attempt to give or to receive undue gifts, entertainment or other benefits that could create the appearance of improper influence in business decisions.	Generali Code of Conduct
C.1.12	Creditors' rights		Y	In order to safeguard the creditor's right, the Company follows Section 39 of the Revised Corporation Code which states that: Sale or Other Disposition of Assets. – Subject to the provisions of Republic Act No. 10667, otherwise known as “Philippine Competition Act”, and other related laws, a corporation may, by a majority vote of its board of directors or trustees, sell, lease, exchange, mortgage, pledge, or otherwise dispose of its property and assets, upon such terms and conditions and for such consideration, which may be money, stocks, bonds, or other instruments for the payment of money or other property or consideration, as its board of directors or trustees may deem expedient. A sale of all or substantially all of the corporation’s properties and assets, including its goodwill must be authorized by the vote of the stockholders representing at least twothirds (2/3) of the outstanding capital stock, or at least two-thirds (2/3) of the members, in a stockholders’ or members’ meeting duly called for the purpose
C.1.13	Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section?	OECD Principle V (A): Disclosure should include, but not be limited to, material information on: (7) Issues regarding employees and other stakeholders. Companies are encouraged to provide information on key issues relevant to employees and other stakeholders that may materially affect the long term sustainability of the company.	Y	In 2019,Generali Philippines CSR activity was held, this time in Cebu City last 20 July 2019. Residents of Barangay Sabang Danao City were provided with free medical consultation and their needed prescription medicines. Free snacks, grocery packages, and old yet usable clothes were given out, as well. Moreover, kids were treated to a sing and dance party by their ates in GLAPI	Generali Corporate Social Responsibility
				Generali Group Code of Conduct Sustainability, Page 11 "The Group aims at contributing to quality economic and social development based on respect for fundamental human and labour rights and protection of the environment. The Group promotes a culture of sustainability throughout its spheres of influence, specifically among its Employees, customers and suppliers. Employees are therefore committed to: - making the most of their colleagues, promoting development and recognizing individual contributions made to the success of the organization; - improving the circumstances of the communities where the Group operates, playing a role as a corporate citizen in support of institutions, organizations and associations; - putting the skills and resources of the Group at the service of those who are most vulnerable, in order to promote the integration of the poorest and most disadvantaged people; - considering also the environmental, social and corporate governance conduct of the issuers in which it invests, when managing the Group’s investments; - contributing to protection of the environment, promoting a reduction in the direct and indirect environmental impact of their activities. Each year, in its Sustainability Commitments Chart, the Group declares the initiatives planned for the period in question. Employees must act in accordance with the Group’s commitments and in order to achieve these initiatives. "	Generali Code of Conduct
C.2	Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
C.2.1	Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights?	OECD Principle IV (B): Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. The governance framework and processes should be transparent and not impede the ability of stakeholders to communicate and to obtain redress for the violation of rights.	Y	Website The Company provides for Customer Service Contact Points for any concerns. Product Inquiries Trunk Line: (63) 2 8888-0808 Customer Service Contact Points 24/7Customer Care Hotline: (63) 2 85806600 24/7 Customer CareMobile: (63) 917 894-1135 (Globe) (63) 932-867-1136 (Sun) (63) 939-925-1505 (Smart) Fax: (63) 2 8886-3388 You can also e-mail your queries and concerns at customercare@generali.com.ph	Please see website
C.3	Performance-enhancing mechanisms for employee participation should be permitted to develop.
C.3.1	Does the company explicitly disclose the health, safety, and welfare policy for its employees?	OECD Principle IV (C): Performance-enhancing mechanisms for employee participation should be permitted to develop. In the context of corporate governance, performance enhancing mechanisms for participation may benefit companies directly as well as indirectly through the readiness by employees to invest in firm specific skills. Firm specific skills are those skills/competencies that are related to production technology and/or organizational aspects that are unique to a firm. Examples of mechanisms for employee participation include: employee representation on boards; and governance processes such as works councils that consider employee viewpoints in certain key decisions. With respect to performance enhancing mechanisms, employee stock ownership plans or other profit sharing mechanisms are to be found in many countries.	Y	Generali Group Code of Conduct Workspace, Page 13 "The Group ensures a healthy, safe and secure workspace. The Group guarantees to its Employees fair working conditions, ensuring a safe and healthy environment. Employees are requested to avoid conducts that may endanger anyone’s health or safety. Employees support the Group’s endeavours to protect the environment and to minimize the environmental impact of their working activities."	Generali Code of Conduct
C.3.2	Does the company publish relevant information relating to health, safety and welfare of its employees?		Y	Generali Group Code of Conduct Workspace, Page 13 "The Group ensures a healthy, safe and secure workspace. The Group guarantees to its Employees fair working conditions, ensuring a safe and healthy environment. Employees are requested to avoid conducts that may endanger anyone’s health or safety. Employees support the Group’s endeavours to protect the environment and to minimize the environmental impact of their working activities."	Generali Code of Conduct
C.3.3	Does the company have training and development programmes for its employees?		Y	Generali Group Code of Conduct Training, Page 22 In order to guarantee that the Code and the Group Rules are properly understood and effectively enforced, introductory and annual refresher compliance training programs must be arranged. CEOs encourage a widespread awareness of the Code and the Group Rules and ensure the involvement of all Employees in compliance training programs. CEOs ensure that each Employee is provided with a copy of the Code.	Generali Code of Conduct
C.3.4	Does the company publish relevant information on training and development programmes for its employees?		Y
C.3.5	Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures?		Y	The Company has a Short Term Incentive Program for its employees
C.4	Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this.
C.4.1	Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour?	OECD Principle IV (E): Stakeholders, including individual employees and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this.	Y	Website Reporting concerns and incorrect conducts Practices or conducts that are, in good faith, considered as inappropriate or inconsistent with the law, the Code of Conduct or the Group Rules or other internal policies (e.g. discriminations, harassment, bullying, mobbing, corruption and bribery, etc.) can be reported in written form to Group Compliance (see Data Protection Notice): by e-mail: concerns.co@generali.com by post: Group Compliance - Business Integrity - Piazza Cordusio 2, 20123 Milano, Italy. Allegations or concerns involving Financial, Auditing and Accounting, Banking, Anti-Bribery issues can be reported also through the Group Compliance Helpline provided by GCS Compliance Service Europe Ltd. (a subsidiary of Navex Global): via the webform (www.compliancehelpline.generali.com) Reports must be adequately detailed in the description of the circumstances of the alleged violation. Complaints without sufficient details cannot be considered. Although where permitted by local law anonymous reports are accepted, the Group believes that the investigation of any report will be more effective if the identity of the person submitting the report is known, this is why the Group encourages complainants to disclose their identity while submitting a report. Reports, as well as data of both the complainants and the individuals concerned, will be treated confidentially and handled with utmost discretion and in compliance with the applicable privacy regulations. The Group strictly prohibits retaliation against anyone who reports in good faith, no matter whom the report involves. Please note that these channels should not be used to submit Customers’ concerns related to the products or services provided by Group companies, since they should be communicated through the appropriate, specific channels according to the provisions set out in the relevant contractual documentation, in compliance with local legislation.	Generali Code of Conduct
C.4.2	Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?		Y	The Company has a non-retaliation policy: Generali Group Code of Conduct, Page 4 "The Group encourages Employees to report concerns on practices or actions they consider to be factually or potentially in breach of law, the Code, the Group Rules or other internal regulations. Reports can be made personally or anonymously, in writing or orally, and are treated with strict confidentiality according to the law and the provisions of the relevant Group Rules. Retaliations against Employees who report concerns in good faith are not tolerated. "	Generali Code of Conduct

PART D - Disclosure and Transparency

D.1	Transparent ownership structure		Y/ N	Reference/ Source document
D.1.1	Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more?	OECD Principle V: Disclosure and Transparency (A) Disclosure should include, but not limited to, material information on: (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, and beneficial ownership. ICGN 7.6 Disclosure of ownership ... the disclosure should include a description of the relationship of the company to other companies in the corporate group, data on major shareholders and any other information necessary for a proper understanding of the company's relationship with its public shareholders.	N/A	This is not applicable because the Company is wholly-owned by one stockholder. Also, this requirement is imposed on publicly-listed company.
D.1.2	Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?		N/A
D.1.3	Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)?		N/A
D.1.4	Does the company disclose the direct and indirect (deemed) shareholdings of senior management?		N/A
D.1.5	Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?		N/A
D.2
	Does the company's annual report disclose the following items:
D.2.1	Key risks	"OECD Principle V (A): (1) The financial and operating results of the company; (2) Company objectives, including ethics, environment, and other public policy commitments; (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, beneficial ownership; (4) Remuneration policy for members of the board and key executives, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board; (6) Foreseeable risk factors, including risk management system; (7) Issues regarding employees and other stakeholders; (8) Governance structure and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented. OECD Principle V (E): Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users. ICGN 2.4 Composition and structure of the board ICGN 2.4.1 Skills and experience ICGN 2.4.3 Independence ICGN 5.0 Remuneration ICGN 5.4 Transparency UK Corporate Governance Code (2010) A.1.2 - the number of meetings of the board and those committees and individual attendance by directors. CLSA-ACGA (2010) CG Watch 2010 - Appendix 2 (I) CG rules and practices (19) Disclose the exact remuneration of individual directors.	N/A	The Company's Annual Report is not yet available. For more information please visit company's website.
D.2.2	Corporate objectives		N/A
			N/A
D.2.3	Financial performance indicators		N/A
D.2.4	Non-financial performance indicators		N/A
D.2.5	Dividend policy		N/A
D.2.6	Details of whistle-blowing policy		N/A
D.2.7	Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners		N/A
D.2.8	Training and/or continuing education programme attended by each director/commissioner		N/A
D.2.9	Number of board of directors/commissioners meetings held during the year		N/A
D.2.10	Attendance details of each director/commissioner in respect of meetings held		N/A
D.2.11	Details of remuneration of each member of the board of directors/commissioners		N/A
	Corporate Governance Confirmation Statement
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 non-compliance, identify and explain reasons for each such issue?	OECD PRINCIPLE V (A) (8) UK CODE (JUNE 2010): Listing Rules 9.8.6 R (for UK incorporated companies) and 9.8.7 R (for overseas incorporated companies) state that in the case of a company that has a Premium listing of equity shares, the following items must be included in its Annual Report and accounts: a statement of how the listed company has applied the Main Principles set out in the UK CG Code, in a manner that would enable shareholders to evaluate how the principles have been applied; a statement as to whether the listed company has complied throughout the accounting period with all relevant provisions set out in the UK CG Code; or not complied throughout the accounting period with all relevant provisions set out in the UK CG Code, and if so, setting out: (i) those provisions, if any, it has not complied with; (ii) in the case of provisions whose requirements are of a continuing nature, the period within which, if any, it did not comply with some or all of those provisions; and (iii) the company’s reasons for non-compliance. ASX CODE: Under ASX Listing Rule 4.10.3, companies are required to provide a statement in their Annual Report disclosing the extent to which they have followed the Recommendations in the reporting period. Where companies have not followed all the Recommendations, they must identify the Recommendations that have not been followed and give reasons for not following them. Annual Reporting does not diminish the company’s obligation to provide disclosure under ASX Listing Rule 3.1.	N/A	The Company's Annual Report is not yet available. For more information, please visit the website

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?	OECD Principle V: Disclosure and Transparency (A) Disclosure should include, but not limited to, material information on: (5) Related party transactions ICGN 2.11.1 Related party transactions The company should disclose details of all material related party transactions in its Annual Report.	Y
D.3.2	Does the company disclose the name of the related party and relationship for each material/significant RPT?		Y	Can be found in the notes of Audited Financial Statement
D.3.3	Does the company disclose the nature and value for each material/significant RPT?		Y	Can be found in the notes of Audited Financial Statement
D.4	Directors and commissioners dealings in shares of the company
D.4.1	Does the company disclose trading in the company's shares by insiders?	OECD Principle V (A): (3) Major share ownership and voting rights ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company's own securities. ICGN 5.5 Share ownership Every company should have and disclose a policy concerning ownership of shares of the company by senior managers and executive directors with the objective of aligning the interests of these key executives with those of shareholders.	N/A	Not applicable to the Company because its shares are not available for sale to the public as it is wholly-owned by one stockholder. The shares in the name of individual directors are only nominee shares..
D.5	External auditor and Auditor Report
D.5.1	Are audit fees disclosed?	OECD Principle V (C): An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. OECD Principle V (D): External auditors should be accountable to the shareholders and owe a duty to the company to exercise due professional care in the conduct of the audit. ICGN 6.5 Ethical standards (Audit) The auditors should observe high-quality auditing and ethical standards. To limit the possible risk of possible conflicts of interest, non-audit services and fees paid to auditors for non-audit services should be both approved in advance by the audit committee and disclosed in the Annual Report.	N
	Where the same audit firm is engaged for both audit and non-audit services
D.5.2	Are the non-audit fees disclosed?		N
D.5.3	Does the non-audit fee exceed the audit fees?		N
D.6	Medium of communications
	Does the company use the following modes of communication?
D.6.1	Quarterly reporting	OECD Principle V (E): Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users. ICGN 7.1 Transparent and open communication Every company should aspire to transparent and open communication about its aims, its challenges, its achievements and its failures. ICGN 7.2 Timely disclosure Companies should disclose relevant and material information concerning themselves on a timely basis, in particular meeting market guidelines where they exist, so as to allow investors to make informed decisions about the acquisition, ownership obligations and rights, and sales of shares.	Y	BOD Operational Framework and Terms of Reference Frequency The Board shall set the date of regular meetings at the company’s head office whenever possible, or at such other place and time the Board may set, to be able to meet at least meet quarterly to exercise and discharge its obligations. A special meeting may be called by the Secretary at the request of two (2) Directors	BOD Operational Framework and Terms of Reference
D.6.2	Company website		Y	www.generali.com.ph
D.6.3	Analyst's briefing		N/A	The Company is privately-owned and is not publicly listed.
D.6.4	Media briefings /press conferences		N	The Company's press releases may be found on its website homepage	generali.com.ph
D.7	Timely filing/release of annual/financial reports
D.7.1	Are the audited annual financial report / statement released within 120 days from the financial year end?	OECD Principle V (C) OECD Principle V (E) OECD Principle V-(A). ICGN 7.2 Timely disclosure ICGN 7.3 Affirmation of financial statements The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company's financial statements or financial accounts.	N
D.7.2	Is the annual report released within 120 days from the financial year end?		N
D.7.3	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?		Y
D.8	Company website
	Does the company have a website disclosing up-to-date information on the following:
D.8.1	Business operations	OECD Principle V (A) OECD Principle V (E) ICGN 7.1 Transparent and open communication ICGN 7.2 Timely disclosure	Y	http://www.generali.com.ph/index.php
				Financial Statement is not yet posted in the website.
D.8.2	Financial statements/reports (current and prior years)		N


D.8.3	Materials provided in briefings to analysts and media		N
D.8.4	Shareholding structure		Y	Please see website
D.8.5	Group corporate structure		Y
D.8.6	Downloadable annual report		N/A	The Company has no Annual Report yet


D.8.7	Notice of AGM and/or EGM		N/A	The Company is privately-owned and it is not listed in the Philippine Stock Exchange.
D.8.8	Minutes of AGM and/or EGM		N/A	The Company is privately-owned and it is not listed in the Philippine Stock Exchange.
D.8.9	Company's constitution (company's by-laws, memorandum and articles of association)		Y	Articles of Incorporation (AOI)	Articles of Incorporation
				By-laws	By Laws
D.9	Investor relations
D.9.1	Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations?	ICGN 7.1 Transparent and open communication	N/A	The Company is privately owned and is not listed in the Philippine Stock Exchange.

PART E - Responsibilities of the Board

E.	Responsibilities of the Board		Y/ N	Reference/ Source document	Link
E.1	Board Duties and Responsibilities
	Clearly defined board responsibilities and corporate governance policy
E.1.1	Does the company disclose its corporate governance policy / board charter?	OECD PRINCIPLE V: Disclosure and Transparency (A) Disclosure should include, but not be limited to, material information on: 8. Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.	Y	The Company's Corporate Governance Policy is disclosed on its website:	GLAPI Corporate Governance Code
E.1.2	Are the types of decisions requiring board of directors/commissioners' approval disclosed ?	OECD PRINCIPLE VI (D)	Y	The types of decisions requiring board approval are disclosed on its website in the BOD Organizational Framework and Terms of Reference:	BOD Organizational Framework and Terms of Reference
E.1.3	Are the roles and responsibilities of the board of directors/commissioners clearly stated ?		Y	The roles and responsibilities of the board are clearly stated in the BOD Organizational Framework and Terms of Reference Pages 4 and 5.	BOD Organizational Framework and Terms of Reference
	Corporate Vision/Mission
E.1.4	Does the company have a vision and mission statement?	OECD PRINCIPLE 6 (P58) ICGN:3.2 Integrity ICGN:3.2 Integrity The board is responsible for overseeing the implementation and maintenance of a culture of integrity. The board should encourage a culture of integrity permeating all aspects of the co., and secure that its vision, mission and objectives are ethically sound.	Y	The Company's Vision and Mission are stated in the website.	see website
E.1.5	Has the board review the vision and mission/strategy in the last financial year?		N/A	The Mission and Vision can be viewed on Generali website
E.1.6	Does the board of directors monitor/oversee the implementation of the corporate strategy?		Y	Overseeing the implementation of corporate strategy is one of the responsibilities of the board, as shown in the Corporate Governance Code Article 1 (1.C.1): "1.C.1. The Board of Directors shall: a) examine and approve the strategic, operational and financial plans of the Company - define the risk profile, both as to nature and level of risks, in a manner consistent with the Company’s strategic objectives; - monitor and oversee the implementation of Corporate Strategies of the Company;"	GLAPI Corporate Governance Code
E.2	Board structure
	Code of Ethics or Conduct
E.2.1	Are the details of the code of ethics or conduct disclosed?	OECD PRINCIPLE VI (C) The board should apply high ethical standards. It should take into account the interests of stakeholders. The board has a key role in setting the ethical tone of a company, not only by its own actions, but also in appointing and overseeing key executives and consequently the management in general. High ethical standards are in the long term interests of the company as a means to make it credible and trustworthy, not only in day-to-day operations but also with respect to longer term commitments. To make the objectives of the board clear and operational, many companies have found it useful to develop company codes of conduct based on, inter alia, professional standards and sometimes broader codes of behaviour. The latter might include a voluntary commitment by the company (including its subsidiaries) to comply with the OECD Guidelines for Multinational Enterprises which reflect all four principles contained in the ILO Declaration on Fundamental Labour Rights. Company-wide codes serve as a standard for conduct by both the board and key executives, setting the framework for the exercise of judgement in dealing with varying and often conflicting constituencies. At a minimum, the ethical code should set clear limits on the pursuit of private interests, including dealings in the shares of the company. An overall framework for ethical conduct goes beyond compliance with the law, which should always be a fundamental requirement.	Y	The Company's Code of conduct is posted on its website:	Generali Code of Conduct
E.2.2	Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code?		Y	Generali Code of Conduct: Applicability , Page 9 This Code of Conduct (the “Code”) defines the fundamental rules for employees, including members of supervisory and management bodies (collectively, the “Employees”) of the Generali Group. Third parties (consultants, suppliers, agents, etc.) who act on behalf of the Group are expected to adhere to the principles set out in the Code.	Generali Code of Conduct
E.2.3	Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?		Y	Generali Code of Conduct: Duty to Comply , Page 9 All Employees are responsible for knowing and observing this Code and the Group Rules and other internal regulations relevant to their particular tasks and activities. Employees must attend introductory and yearly refresher training programs.	Generali Code of Conduct
	Board Structure & Composition
E.2.4	Do independent directors/commissioners make up at least 50% of the board of directors/commissioners?	OECD PRINCIPLE VI (E) In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgement. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management. The ASX Code recommends at least a majority of independent directors, while the UK Code recommends at least half of the board, excluding the Chairman, be independent directors. The minimum of three independent directors is to ensure that companies with small boards have enough independent directors (note that stock exchange rules often require at least two independent directors).	N	The Company is composed of only 5 directors, 1 of them is an independent directors (Please refer to the Minutes of Annual Stockholders Meeting dated 11 September 2019.	Minutes of the Annual Stockholders Meeting
E.2.5	Are the independent directors/commissioners independent of management and major/ substantial shareholders?	OECD PRINCIPLE VI (E) In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgement. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management. The variety of board structures, ownership patterns and practices in different countries will thus require different approaches to the issue of board objectivity. In many instances objectivity requires that a sufficient number of board members not be employed by the company or its affiliates and not be closely related to the company or its management through significant economic, family or other ties. This does not prevent shareholders from being board members. In others, independence from controlling shareholders or another controlling body will need to be emphasised, in particular if the exante rights of minority shareholders are weak and opportunities to obtain redress are limited. This has led to both codes, and the law in some jurisdictions, to call for some board members to be independent of dominant shareholders, independence extending to not being their representative or having close business ties with them.	Y	Corporate Governance Code, Page 10 provides: 3.C.1. The Board of Directors shall evaluate the independence of its non-executive members having regard more to the contents than to the form and keeping in mind that a director usually does not appear independent in the following events, to be considered merely as an example and not limited to: - If he/she controls, directly or indirectly, the Company also through subsidiaries, trustees or third parties, or is able to exercise over the Company dominant influence, or participates in a shareholders’ agreement through which one or more persons can exercise a control or dominant influence over the Company; - If he/she is, or has been in the preceding three fiscal years, a significant representative of the Company or of a company or entity controlling the Company or able to exercise over the same a considerable influence, also jointly with others through a shareholders agreement; - If he/she has, or had in the preceding fiscal year, a significant (e.g. through subsidiaries or companies of which he is a significant representative, or in the capacity as partner of a professional firm or of a consulting company) a significant commercial, financial or professional relationship: (1)With the Company, one of its subsidiaries. If any, or any of its significant representatives; (2) With a subject who, also jointly with others through a shareholders’ agreement, controls the Company, or in case of a company or an entity – with the relevant significant representatives; (3) or is, has been in the preceding three fiscal years, an employee of the abovementioned subjects; - If he/she receives, or has received in the preceding three fiscal years, from the Company or its Holding Company, a significant additional remuneration (compared to the “fixed” remuneration of non-executive director of the issuer) also in the form of participation in incentive plans linked to the company’s performance, including stock option plans; - If he/she was a director of the Company for more than nine years in the last twelve years; - If he/she is vested with the executive director office in another company in which an executive director of the Company holds the office of director; - If he/she is shareholder or quotaholder or director of a legal entity belonging to the same network as the company appointed for the auditing of the Company; - If he/she is a close relative of a person who is in any of the positions listed in the above paragraphs.	GLAPI Corporate Governance Code
E.2.6	Does the company have a term limit of nine years or less for its independent directors/commissioners?		Y	The Company follows the Insurance Commission Circular No. 2014-49 which imposed a five-year term limit for directors reckoned from year 2015.
E.2.7	Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously?	UK CODE (JUNE 2010): Non-executive directors should be appointed for specified terms subject to re-election and to statutory provisions relating to the removal of a director. Any term beyond six years for a non-executive director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board and to succession for appointments to the board and to senior management, so as to maintain an appropriate balance of skills and experience within the company and on the board.	N
E.2.8	Does the company have any independent directors/commissioners who serve on a total of more than five boards of publicly-listed companies?	OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. Service on too many boards can interfere with the performance of board members. Companies may wish to consider whether multiple board memberships by the same person are compatible with effective board performance and disclose the information to shareholders.	N	Please see website on Director's profile
E.2.9	Does the company have any executive directors who serve on more than two boards of listed companies outside of the group?		Y	Please see website on Director's profile
	Nominating Committee
E.2.10	Does the company have a Nominating Committee (NC)?	OECD PRINCIPLE II (C) (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. With respect to nomination of candidates, boards in many companies have established Nominating Committees to ensure proper compliance with established nomination procedures and to facilitate and coordinate the search for a balanced and qualified board. It is increasingly regarded as good practice in many countries for independent board members to have a key role on this committee. To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. OECD PRINCIPLE VI (E) (1) Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest. Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.	Y	Section 3a4 of By-Laws	By-laws
E.2.11	Does the Nominating Committee comprise of a majority of independent directors/commissioners?		N	The Nomination is composed of the following: The Chairman of the Board, (1) Executive Director, (1) Independent Director. Note that the Company's Board of Director is only five persons two of them are independent directors. (Please refer to Election of Directors)	By laws and Minutes of the Annual Stockholders Meeting
E.2.12	Is the chairman of the Nominating Committee an independent director/commissioner?	This item is in most codes of corporate governance.	N	The Chairman of the Nomination Committee is Robert Hector John Spence, who also serve as the Chairman of the Board.	Minutes of the Annual Stockholders Meeting
E.2.13	Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee?	OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions Given the responsibilities of the NC spelt out in codes of corporate governance, the NC is unlikely to be fulfilling these responsibilities effectively if it is only meeting once a year. Globally, the NC of large companies would meet several times a year.	Y	Please see Minutes of the Organizational Meeting dated 11 September 2019	Minutes of the Annual Stockholders Meeting
E.2.14	Did the Nominating Committee meet at least twice during the year?		N
E.2.15	Is the attendance of members at Nominating Committee meetings disclosed?		Y	Please see Minutes of the Organizational Meeting dated 11 September 2019	Minutes of the Meeting dated 11 September 2019
	Remuneration Committee/ Compensation Committee
E.2.16	Does the company have a Remuneration Committee?	OECD PRINCIPLE VI (D) (4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. It is considered good practice in an increasing number of countries that remuneration policy and employment contracts for board members and key executives be handled by a special committee of the board comprising either wholly or a majority of independent directors. There are also calls for a Remuneration Committee that excludes executives that serve on each others’ Remuneration Committees, which could lead to conflicts of interest.	Y	Section 3a2 of By-Laws	By laws and Minutes of the Annual Stockholders Meeting
E.2.17	Does the Remuneration Committee comprise of a majority of independent directors/commissioners?		N	Nomination & Remuneration Committee Robert Hector John Spence (Committee Chair,) Reynaldo C. Centeno, Director) Betty G. Lui (Independent Director) Note that the Corporation has only five (5) directors as stated in the Minutes of the Annual Stockholders Meeting dated 11 September 2019	Minutes of the Annual Stockholders Meeting
E.2.18	Is the chairman of the Remuneration Committee an independent director/commissioner?		N	Nomination & Remuneration Committee Robert Hector John Spence (Committee Chair,) Reynaldo C. Centeno, Director) Betty G. Lui (Independent Director)
E.2.19	Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee?	OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions Given the responsibilities of the Remuneration Committee (RC) which are spelt out in codes of corporate governance, the RC is unlikely to be fulfilling these responsibilities effectively if it only meets once a year. Globally, the RC of large companies would meet several times a year.	Y	Please see Remuneration Committee Terms of Reference	Remuneration Committee TOR
E.2.20	Did the Remuneration Committee meet at least twice during the year?		N	only once a year
E.2.21	Is the attendance of members at Remuneration Committee meetings disclosed?		N
	Audit Committee
E.2.22	Does the company have an Audit Committee?	OECD PRINCIPLE VI (E) (1) Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest. Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.	Y	Section 3a3 of By-Laws	By laws and Minutes of the Annual Stockholders Meeting
E.2.23	Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?	OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in the increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions.	Y	2019 Audit Committee Members: Betty G. Lui - Chairman (Independent Director) John Spence – Member (Director) Maria Fe D. Velasco - Member (Executive Director)
E.2.24	Is the chairman of the Audit Committee an independent director/commissioner?		Y	2019 Audit Committee Members: Betty G. Lui - Chairman (Independent Director) John Spence – Member (Director) Maria Fe D. Velasco - Member (Executive Director)
E.2.25	Does the company disclose the terms of reference/governance structure/charter of the Audit Committee?		Y	See Audit Committee Terms of Reference	Audit Committee TOR
E.2.26	Does the Annual Report disclose the profile or qualifications of the Audit Committee members?	Most codes specify the need for accounting/finance expertise or experience.	N	The Company Annual Report is not yet available.	Website
E.2.27	Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?	UK CODE (JUNE 2010) C.3.1. The board should satisfy itself that at least one member of the Audit Committee has recent and relevant financial experience. As many of the key responsibilities of the Audit Committee are accounting-related, such as oversight of financial reporting and audits, it is important to have someone specifically with accounting expertise, not just general financial expertise.	Y	Betty G. Lui an Independent Director and the Chairman of Audit Committee is a Certified Public Accountant.
E.2.28	Did the Audit Committee meet at least four times during the year?		N	twice a year
E.2.29	Is the attendance of members at Audit Committee meetings disclosed?		Y
E.2.30	Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?	UK CODE (JUNE 2010) C.3.6 The Audit Committee should have primary responsibility for making a recommendation on the appointment, reappointment and removal of the external auditor. If the board does not accept the Audit Committee’s recommendation, it should include in the Annual Report, and in any papers recommending appointment or re-appointment, a statement from the Audit Committee explaining the recommendation and should set out reasons why the board has taken a different position.	Y	See Audit Committee Terms of Reference	Audit Committee TOR
E.3	Board Processes
	Board meetings and attendance
E.3.1	Are the board of directors meeting scheduled before the start of financial year?	Scheduling board meetings before or at the beginning of the year would allow directors to plan ahead to attend such meetings, thereby helping to maximise participation, especially as non-executive directors often have other commitments. Additional ad hoc meetings can always be scheduled if and when necessary. It is common practice for boards in developed markets to schedule meetings in this way.	Y
E.3.2	Does the board of directors/commissioners meet at least six times during the year?	WORLDBANK PRINCIPLE 6 (VI.I.24) Does the board meet at least six times per year? INDO SCORECARD E.10. How many meetings were held in the past year? If the board met more than six times, the firm earns a 'Y' score. If four to six meetings, the firm was scored as ’fair’, while less than four times was scored as ‘N’	N	Quarterly
E.3.3	Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?	OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. Specific limitations may be less important than ensuring that members of the board enjoy legitimacy and confidence in the eyes of shareholders. Achieving legitimacy would also be facilitated by the publication of attendance records for individual board members (e.g. whether they have missed a significant number of meetings) and any other work undertaken on behalf of the board and the associated remuneration.	Y	Otherwise, there will be no board meeting. Please note that under the By-Laws, 4 directors sould be present for a quorum.
E.3.4	Does the company require a minimum quorum of at least 2/3 for board decisions?	WORLDBANK PRINCIPLE 6 (VI.I.28) Is there a minimum quorum of at least 2/3 for board decisions to be valid?	N
E.3.5	Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?	WORLDBANK PRINCIPLE 6 (VI.E.1.6) Does the corporate governance framework requires or encourages boards to conduct executive sessions?	N
	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?	OECD PRINCIPLE VI (F) In order to fulfil their responsibilities, board members should have access to accurate, relevant and timely information. Board members require relevant information on a timely basis in order to support their decision-making. Non-executive board members do not typically have the same access to information as key managers within the company. The contributions of non-executive board members to the company can be enhanced by providing access to certain key managers within the company such as, for example, the company secretary and the internal auditor, and recourse to independent external advice at the expense of the company. In order to fulfil their responsibilities, board members should ensure that they obtain accurate, relevant and timely information. WORLDBANK PRINCIPLE 6 (VI.F.2) Does such information need to be provided to the board at least five business days in advance of the board meeting?	Y	Board Materials was sent five (5) days before the Meeting.
E.3.7	Does the company secretary play a significant role in supporting the board in discharging its responsibilities?	OECD PRINCIPLE VI (F) ICSA Guidance on the Corporate Governance Role of the Company Secretary	Y	The Corporate Secretary and Asst. Corporate Secretary manage all board and committee meetings, attend and record minutes and facilitate board communications.
E.3.8	Is the company secretary trained in legal, accountancy or company secretarial practices?	WORLDBANK PRINCIPLE 6 (VI.D.2.12) Do company boards have a professional and qualified company secretary?	Y	The Corporate Secretary is a lawyer and attended the Training entitled Best Practices in Corporate HouseKeeping.
	Board Appointments and Re-Election
E.3.9	Does the company disclose the criteria used in selecting new directors/commissioners?	OECD PRINCIPLE II (C) (3) To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. OECD Principle VI (D) (5) Ensuring a formal and transparent board nomination and election process. These Principles promote an active role for shareholders in the nomination and election of board members. The board has an essential role to play in ensuring that this and other aspects of the nominations and election process are respected. First, while actual procedures for nomination may differ among countries, the board or a nomination committee has a special responsibility to make sure that established procedures are transparent and respected. Second, the board has a key role in identifying potential members for the board with the appropriate knowledge, competencies and expertise to complement the existing skills of the board and thereby improve its value-adding potential for the company. In several countries there are calls for an open search process extending to a broad range of people.	Y	Corporate Governance Code, Page 7 provides: 2.P.1. The Board of Directors shall be made up of executive and non-executive directors, who would be adequately competent and professional. 2.P.2. Non-executive directors shall bring their specific expertise to Board discussions and contribute to the adoption of fully informed decisions paying particular care to the areas where conflicts of interest may exist. 2.P.3. The number, competence, authority and time availability of non-executive directors shall be such as to ensure that their judgment may have a significant impact on the taking of Board’s decisions. 2.P.4. It is appropriate to avoid the concentration of corporate offices in one single individual. 2.P.5. Where the Board of Directors has delegated management powers to the Chairman, it shall disclose adequate information in the Corporate Governance Report on the reasons for such organizational choice.	GLAPI Corporate Governance Code
E.3.10	Does the company disclose the process followed in appointing new directors/commissioners?		Y	Corporate Governance Code, Page 7 provides: 2.P.1. The Board of Directors shall be made up of executive and non-executive directors, who would be adequately competent and professional. 2.P.2. Non-executive directors shall bring their specific expertise to Board discussions and contribute to the adoption of fully informed decisions paying particular care to the areas where conflicts of interest may exist. 2.P.3. The number, competence, authority and time availability of non-executive directors shall be such as to ensure that their judgment may have a significant impact on the taking of Board’s decisions. 2.P.4. It is appropriate to avoid the concentration of corporate offices in one single individual. 2.P.5. Where the Board of Directors has delegated management powers to the Chairman, it shall disclose adequate information in the Corporate Governance Report on the reasons for such organizational choice.	GLAPI Corporate Governance Code
E.3.11	Are all the directors/commissioners subject to re-election at least once every three years?	ICGN: 2.9.1 Election of directors: Directors should be conscious of their accountability to shareholders, and many jurisdictions have mechanisms to ensure that this is in place on an ongoing basis. There are some markets however where such accountability is less apparent and in these each director should stand for election on an annual basis. Elsewhere directors should stand for election at least once every three years, though they should face evaluation more frequently. WORLDBANK PRINCIPLE 6 (VI.I.18) Can the re-election of board members be staggered over time? (Staggered boards are those where only a part of the board is re-elected at each election, e.g. only 1/3 of directors are re-elected every year.)	Y	The Directors are subject to re-election at least annually. See By-laws 3.3. Page 3.	By-laws
	Remuneration Matters
E.3.12	Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO?	OECD PRINCIPLE VI (D) (4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. In an increasing number of countries it is regarded as good practice for boards to develop and disclose a remuneration policy statement covering board members and key executives. Such policy statements specify the relationship between remuneration and performance, and include measurable standards that emphasise the longer run interests of the company over short term considerations. Policy statements generally tend to set conditions for payments to board members for extra-board activities, such as consulting. They also often specify terms to be observed by board members and key executives about holding and trading the stock of the company, and the procedures to be followed in granting and re-pricing of options. In some countries, policy also covers the payments to be made when terminating the contract of an executive.	N
E.3.13	Is there disclosure of the fee structure for non-executive directors/commissioners?	UK CODE (JUNE 2010) D.1.3 Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Disclosure of fee structure for non-executive directors allows shareholders to assess if these directors are remunerated in an appropriate manner, for example, whether they are paid for taking on additional responsibilities and contributions, such as chairing committees.	Y	Please see Article 6 of Corporate Governance Code	GLAPI Corporate Governance Code
E.3.14	Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives?	OECD PRINCIPLE VI. (D.4) The Board should fulfil certain key functions including aligning key executive and board remuneration with the longer term interests of the company and its shareholders. ICGN 2.3 (D) and (E) D. Selecting, remunerating, monitoring and where necessary replacing key executives and overseeing succession planning. E. Aligning key executives and Board remuneration with the longer term interest of the company and its shareholders.	Y	Please see Article 6 of Corporate Governance Code	GLAPI Corporate Governance Code
E.3.15	Do independent non-executive directors/commissioners receive options, performance shares or bonuses?	UK CODE (JUNE 2010) (D.1.3) Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Remuneration for non-executive directors should not include share options or other performance-related elements. If, by exception, options are granted, shareholder approval should be sought in advance and any shares acquired by exercise of the options should be held until at least one year after the non-executive director leaves the board. Holding of share options could be relevant to the determination of a non-executive director’s independence (as set out in provision B.1.1). ASX CODE Box 8.2: Guidelines for non-executive director remuneration Companies may find it useful to consider the following when considering non-executive director remuneration: 1. Non-executive directors should normally be remunerated by way of fees, in the form of cash, noncash benefits, superannuation contributions or salary sacrifice into equity; they should not normally participate in schemes designed for the remuneration of executives. 2. Non-executive directors should not receive options or bonus payments. 3. Non-executive directors should not be provided with retirement benefits other than superannuation.	N	Only reasonable perdiem. Please see Article 6 of Corporate Governance Code	GLAPI Corporate Governance Code
	Internal Audit
E.3.16	Does the company have a separate internal audit function?	OECD PRINCIPLE VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Ensuring the integrity of the essential reporting and monitoring systems will require the board to set and enforce clear lines of responsibility and accountability throughout the organisation. The board will also need to ensure that there is appropriate oversight by senior management. One way of doing this is through an internal audit system directly reporting to the board.	Y	Please see website
E.3.17	Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?	Companies often disclose that they have an internal audit but, in practice, it is not uncommon for it to exist more in form than in substance. For example, the in-house internal audit may be assigned to someone with other operational responsibilities. As internal audit is unregulated, unlike external audit, there are firms providing outsourced internal audit services which are not properly qualified to do so. Making the identity of the head of internal audit or the external service provider public would provide some level of safeguard that the internal audit is substantive.	Y	Rhadentor Corpuz is the internal Auditor in 2019
E.3.18	Does the appointment and removal of the internal auditor require the approval of the Audit Committee?	OECD PRINCIPLE VI (D) (7) In some jurisdictions it is considered good practice for the internal auditors to report to an independent Audit Committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. WORLDBANK PRINCIPLE 6 (VI.D.7.9) Does the internal auditors have direct and unfettered access to the board of directors and its independent Audit Committee? ASX Principles on CG “…companies should consider a second reporting line from the internal audit function to the board or relevant committee.” Under the ASX Principles it is also recommended that the Audit Committee have access to internal audit without the presence of management, and that “the audit committee should recommend to the board the appointment and dismissal of a chief internal audit executive."	N/A	Yes.	Audit Committee TOR
	Risk Oversight
E.3.19	Does the company disclose the internal control procedures/risk management systems it has in place?	OECD PRINCIPLE 6 (VI) (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.	Y	Corporate Governance Code Article 7 provides: Article 7 – Internal Control and Risk Management System Principles 7.P.1. The Company shall adopt an internal control and risk management system consisting of policies, procedures and organizational structures aimed at identifying, measuring, managing and monitoring the main risks. Such a system shall be integral to the organizational and corporate governance framework adopted by the Company and shall take into consideration the reference model and the best practices that are applied both at national and international levels. 7.P.2. An effective internal control and risk management system contributes to the management of the Company in a manner consistent with the objectives defined by the Board of Directors, promoting an informed decision-making process. It contributes to ensuring the safeguarding of corporate assets, the efficiency and effectiveness of management procedures, the reliability of financial information and the compliance with laws and regulations, including the by-laws and internal procedures.	GLAPI Corporate Governance Code
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?	UK CODE (JUNE 2010) C.2.1 The board should, at least annually, conduct a review of the effectiveness of the company’s risk management and internal control systems and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls.	N	No Annual Report is available.
E.3.21	Does the company disclose how key risks are managed?	OECD PRINCIPLE V (A) (6) Foreseeable risk factors. Disclosure of risk is most effective when it is tailored to the particular industry in question. Disclosure about the system for monitoring and managing risk is increasingly regarded as good practice.	Y	Corporate Governance Code Article 7 provides: Article 7 – Internal Control and Risk Management System Principles 7.P.1. The Company shall adopt an internal control and risk management system consisting of policies, procedures and organizational structures aimed at identifying, measuring, managing and monitoring the main risks. Such a system shall be integral to the organizational and corporate governance framework adopted by the Company and shall take into consideration the reference model and the best practices that are applied both at national and international levels. 7.P.2. An effective internal control and risk management system contributes to the management of the Company in a manner consistent with the objectives defined by the Board of Directors, promoting an informed decision-making process. It contributes to ensuring the safeguarding of corporate assets, the efficiency and effectiveness of management procedures, the reliability of financial information and the compliance with laws and regulations, including the by-laws and internal procedures.	GLAPI Corporate Governance Code
E.3.22	Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems?	OECD PRINCIPLE 6 (VI) (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. In some jurisdictions it is considered good practice for the internal auditors to report to an independent audit committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. It should also be regarded as good practice for this committee, or equivalent body, to review and report to the board the most critical accounting policies which are the basis for financial reports. However, the board should retain final responsibility for ensuring the integrity of the reporting systems. Some countries have provided for the chair of the board to report on the internal control process.	N	No Annual Report is available.
E.4	People on the Board
	Board Chairman
E.4.1	Do different persons assume the roles of chairman and CEO?	OECD PRINCIPLE VI (E) The board should be able to exercise objective independent judgement on corporate affairs. In a number of countries with single tier board systems, the objectivity of the board and its independence from management may be strengthened by the separation of the role of chief executive and chairman, or, if these roles are combined, by designating a lead non-executive director to convene or chair sessions of the outside directors. Separation of the two posts may be regarded as good practice, as it can help to achieve an appropriate balance of power, increase accountability and improve the board’s capacity for decision making independent of management. UK Code (June 2010) A.3.1 The chairman should on appointment meet the independence criteria set out in B.1.1 below. A chief executive should not go on to be chairman of the same company. If, exceptionally, a board decides that a chief executive should become chairman, the board should consult major shareholders in advance and should set out its reasons to shareholders at the time of the appointment and in the next Annual Report. ASX Code Recommendation 3.2 The chief executive officer should not go on to become chair of the same company. A former chief executive officer will not qualify as an “independent” director unless there has been a period of at least three years between ceasing employment with the company and serving on the board.	Y	See Minutes of the SH Meeting	Minutes of the Annual Stockholders Meeting
E.4.2	Is the chairman an independent director/commissioner?		N
E.4.3	Has the chairman been the company CEO in the last three years?		N	See Management profile in the website
E.4.4	Are the role and responsibilities of the chairman disclosed?	ICGN: 2.5 Role of the Chair The chair has the crucial function of setting the right context in terms of board agenda, the provision of information to directors, and open boardroom discussions, to enable the directors to generate the effective board debate and discussion and to provide the constructive challenge which the company needs. The chair should work to create and maintain the culture of openness and constructive challenge which allows a diversity of views to be expressed...The chair should be available to shareholders for dialogue on key matters of the company’s governance and where shareholders have particular concerns.	Y	By-Laws Section 4.2 Chairman of the Board; Powers and Duties - The Chairman of the Board, who shall be a member of the Board of Directors, shall preside at all meetings of the Board of Directors. However, in his absence or disability to do so, the Vice- Chairman shall act as Chairman. He shall also have such other powers and duties as stated elsewhere in this Bylaws and as a Board of Directors may assign to him, Provided, That any power or authority, express, implied or incidental to the office, shall be defined and confirmed in a proper resolution of the Baord.	By-laws
	Skills and Competencies
E.4.5	Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?	ICGN: 2.4.3 Independence Alongside appropriate skill, competence and experience, and the appropriate context to encourage effective behaviours, one of the principal features of a well-governed corporation is the exercise by its board of directors of independent judgement, meaning judgement in the best interests of the corporation, free of any external influence on any individual director, or the board as a whole. In order to provide this independent judgement, and to generate confidence that independent judgement is being applied, a board should include a strong presence of independent non-executive directors with appropriate competencies including key industry sector knowledge and experience. There should be at least a majority of independent directors on each board.	Y	Beth Lui is a former CEO and President of ePLDT and other subsidiaries
E.4.6	Does the company disclose a board of directors/commissioners diversity policy?	ASX Code Recommendation 3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. Regulations and codes of corporate governance in many developed markets now incorporate board diversity as a consideration in board composition	Y	Yes. Diversity Policy is included in the Group Generali Code of Conduct which was approved by the Board	Generali Code of Conduct
E.5	Board Performance
	Directors Development
E.5.1	Does the company have orientation programmes for new directors/commissioners?	This item is in most codes of corporate governance.	N
E.5.2	Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes?	OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. In order to improve board practices and the performance of its members, an increasing number of jurisdictions are now encouraging companies to engage in board training and voluntary self-evaluation that meets the needs of the individual company. This might include that board members acquire appropriate skills upon appointment, and thereafter remain abreast of relevant new laws, regulations, and changing commercial risks through in-house training and external courses.	N
	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?	OECD PRINCIPLE VI (D) (3) Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning. In two tier board systems the supervisory board is also responsible for appointing the management board which will normally comprise most of the key executives.	N		GLAPI Corporate Governance Code
E.5.4	Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?	OECD PRINCIPLE VI (D) (2). Monitoring the effectiveness of the company’s governance practices and making changes as needed. Monitoring of governance by the board also includes continuous review of the internal structure of the company to ensure that there are clear lines of accountability for management throughout the organisation. In addition to requiring the monitoring and disclosure of corporate governance practices on a regular basis, a number of countries have moved to recommend or indeed mandate self-assessment by boards of their performance as well as performance reviews of individual board members and the CEO/Chairman.	N	Annual Performance Assessment will be start this year 2020
	Board Appraisal
E.5.5	Is an annual performance assessment conducted of the board of directors/commissioners?	OECD PRINCIPLE VI (D) (2)	N	Annual Performance Assessment will be start this year 2020
E.5.6	Does the company disclose the process followed in conducting the board assessment?		N	Annual Performance Assessment will be start this year 2020
E.5.7	Does the company disclose the criteria used in the board assessment?		N	Annual Performance Assessment will be start this year 2020
	Director Appraisal
E.5.8	Is an annual performance assessment conducted of individual director/commissioner?	OECD PRINCIPLE VI (D) (2)	N/A	Annual Performance Assessment will be start this year 2020
E.5.9	Does the company disclose the process followed in conducting the director/commissioner assessment?		N/A	Annual Performance Assessment will be start this year 2020
E.5.10	Does the company disclose the criteria used in the director/commissioner assessment?		N/A	Annual Performance Assessment will be start this year 2020
	Committee Appraisal
E.5.11	Is an annual performance assessment conducted of the board of directors/commissioners committees?	UK CODE (JUNE 2010) B.6 Evaluation: The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.	N/A	Annual Performance Assessment will be start this year 2020

Bonus

A.	Rights of shareholders		Y/ N	Reference/ Source document
A.1	Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.
A.1.1(B)	Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders?	OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.	N/A	N/A
B.	Equitable treatment of shareholders
B.1	Notice of AGM
B.1.1(B)	Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting?	OECD Principle II (C) (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. OECD Principle III (A) ICGN 8.3.2 Shareholder participation in governance Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual basis and also the right to appoint external auditors. ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. CLSA-ACGA (2010) CG Watch 2010 - Appendix 2. (I) CG rules and practices (25) Do company release their AGM notices (with detailed agendas and explanatory circulars) at least 28 days before the date of the meeting?	N/A	N/A
C.	Roles of Stakeholders
C.1	The rights of stakeholders that are established by law or through mutual agreements are to be respected
C.1.1 (B)	Does the company practice integrated report on its annual reports?	International Framework - DRAFT ,IIRC Council Item 3b Meeting of 5 December 2013 “Integrated Reporting promotes a more cohesive and efficient approach to corporate reporting and aims to improve the quality of information available to providers of financial capital to enable a more efficient and productive allocation of capital. The IIRC’s vision is a world in which integrated thinking is embedded within mainstream business practice in the public and private sectors, facilitated by as the corporate reporting norm.”	N/A	The Company has no Annual Report yet
D.	Disclosure and transparency
D.1	Quality of Annual Report
D.1.1 (B)	Are the audited annual financial report /statement released within 60 days from the financial year end?	OECD Principle V (C) OECD Principle V (E) ICGN 7.2 Timely disclosure ICGN 7.3 Affirmation of financial statements The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company's financial statements or financial accounts.	N
D.1.2 (B)	Does the company disclose details of remuneration of the CEO?		N
E.	Responsibilities of the Board
E.1	Board Competencies and Diversity
E.1.1(B)	Does the company have at least one female independent director/commissioner?	ICGN 2.4.1 Skills and experience The board should consist of directors with the requisite range of skills, competence, knowledge, experience and approach, as well as a diversity of perspectives, to set the context for appropriate board behaviours and to enable it to discharge its duties and responsibilities effectively.	Y	The Company has one female director: Betty G. Lui
E.2	Nominating Committee
E.2.1(B)	Does the Nominating Committee comprise entirely of independent directors/commissioners?	ICGN 2.4.4 Composition of board committees The members of these key board committees should be solely non-executive directors, and in the case of the audit and remuneration committees, solely independent directors. All members of the nominations committee should be independent from management and at least a majority should be independent from dominant owners.	N	The Nomination Committee is comprised of Independent Director and Executive Director
E.2.2(B)	Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions?		Y	The directors were elected in accordance with the prescribed qualification as provided in the Corporate Governance Code and Generali Group Code of Conduct
E.3	Board Appointments and Re-Election
E.3.1(B)	Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners?	WORLDBANK PRINCIPLE 6 (VI.I.21) Are boards known to hire professional search firms when proposing candidates to the board?	N
E.4	Board Structure & Composition
E.4.1(B)	Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners?		N	There are five members of the Board, 2 of them are independent Directors, 2 are executive directors, 1 is an employee of Generali Group. Please see Minutes of the Annual Stockholders Meeting dated 19 March 2018.
E.5	Board Performance
E.5.1(B)	Does the company have a separate level Risk Committee?	International Financial Corporation’s Global Corporate Governance Forum Publication: When Do Companies Need a Board-level Risk Management Committee?(Volume 31, pp.11, March 2013) Benefits of a Board Level Risk Committee: 1. elevate risk oversight to the highest level in the company; 2. strengthen the quality of risk management; 3. inculcate a risk culture and risk-management environment to mitigate and manage risks effectively across the organization; 4. establish a platform for continuous assessment of risks in light of the changing internal and external environments; 5. improve communication among the board, management, and other stakeholders about risk management; and 6. demonstrate to internal and external stakeholders the company’s commitment to risk management	N

Penalty

A.	Rights of shareholders		Y/N	Reference/ Source document	Link
A.1	Basic shareholder rights
A.1.1(P)	Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders?	OECD Principle II (A)	N/A	This is not applicable since the Company is wholly-owned by one stockholder. Its shares are also not available for sale to the public, hence, there are no shares that the Company may repurchase.
A.2	Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.
A.2.1(P)	Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders?	OECD Principle II (G) Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.	N/A	The Company is wholly-owned by one (1) stockholder Generali Asia N.V. Nonetheless, the Company directors, who are holders of nominee shares have no barriers to communicate with each other during meetings.
A.3	Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.
A.3.1(P)	Did the company include any additional and unannounced agenda item into the notice of AGM/EGM?	OECD Principle II (C) 2	N	By comparing the Notice and Minutes of the Annual Stockholders Meeting, it can be inferred that there is no additional unannounced agenda item in the Stockholders Meeting.	Notice of the Annual Stockholders Meeting and Minutes of the Annual Stockholders Meeting
A.4	Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
	Did the company fail to disclose the existence of:
A.4.1(P)	Shareholders agreement?	OECD Principle II (D)	N	The Company is wholly-owned by one (1) stockholder and the shares in the name of the directors are only nominee shares. Thus, there is no need any shareholders agreement.
A.4.2(P)	Voting cap?		N	The Company has no voting cap since all of its shares voting powers are vested only in its sole stockholder.
A.4.3(P)	Multiple voting rights?		N	All voting powers are vested only in its sole stockholder. There can be no instance that other stockholders may have multiple voting rights.
A.5	Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
A.5.1(P)	Is a pyramid ownership structure and/ or cross holding structure apparent?	OECD Principle II (D): Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. Some capital structures allow a shareholder to exercise a degree of control over the corporation disproportionate to the shareholders’ equity ownership in the company. Pyramid structures, cross shareholdings and shares with limited or multiple voting rights can be used to diminish the capability of noncontrolling shareholders to influence corporate policy.	N/A
B.	Equitable treatment of shareholders
B.1	Insider trading and abusive self-dealing should be prohibited.
B.1.1(P)	Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years?	OECD Principle III: The Equitable Treatment of Shareholders (B) Insider trading and abusive dealing should be prohibited. ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company's own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. ICGN 8.5 Shareholder rights of action ... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.	N	The Company started only last 01 July 2016. Moreover the Company is not publicly listed.
B.2	Protecting minority shareholders from abusive action			Since the Company is owned by only one stockholder, there is no minority shareholder to speak of.
B.2.1(P)	Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years?	OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing any conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. ICGN 8.5 Shareholder rights of action Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.	N	There has been no case of non-compliance with laws, rules and regulations pertaining to significant or material related party transactions.
C.	Role of stakeholders
C.1	The rights of stakeholders that are established by law or through mutual agreements are to be respected.
C.1.1(P)	Have there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/ commercial/competition or environmental issues?	OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected.	N	There has been no violations of any laws pertaining to labour/employment/ consumer/insolvency/ commercial/competition or environmental issues.
C.2	Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.
C.2.1(P)	Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events?	OECD Principle IV (B) Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.	N	The Company has not faced any sanctions by regulators for failure to make announcements within the requisite period for material events.
D.	Disclosure and transparency
D.1	Sanctions from regulator on financial reports
D.1.1(P)	Did the company receive a "qualified opinion" in its external audit report?	OECD Principle V: Disclosure and Transparency (B) Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosures. (C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. (D) External auditors should be accountable to the shareholders and owe a duty to the company to exercise due professional care in the conduct of the audit. ICGN 6.2 Annual audit The annual audit carried out on behalf of shareholders is an essential part of the checks and balances required at a company. It should provide an independent and objective opinion that the financial statements fairly represent the financial position and performance of the company in all material respects, give a true and fair view of the affairs of the company and are in compliance with applicable laws and regulations. ICGN 7.3 Affirmation of financial statements The board of directors and the appropriate officers of the company should affirm at least annually the accuracy of the company's financial statements or financial accounts. International Auditing Standard (ISA) No. 705 "Modifications to the Opinion in the Independent Auditor's Report" (2009). Paras. 7, 8 and 9 specify the three types of modifications to the auditor's opinion; that is, Qualified opinion, Adverse opinion, and Disclaimer opinion respectively.	N	The Company has not received any "qualified opinion" in its external report .
D.1.2(P)	Did the company receive an "adverse opinion" in its external audit report?		N	The Company has not received any "adverse opinion" in its external report.
D.1.3(P)	Did the company receive a "disclaimer opinion" in its external audit report?		N	The Company has not received a "disclaimer opinion in its external audit report.
D.1.4(P)	Has the company in the past year revised its financial statements for reasons other than changes in accounting policies?		N	The Company did not revised its financial statements in the past years other than the accounting policies.
E.	Responsibilities of the Board
E.1	Compliance with listing rules, regulations and applicable laws
E.1.1(P)	Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules?	OECD Principle VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Companies are also well advised to set up internal programmes and procedures to promote compliance with applicable laws, regulations and standards, including statutes to criminalise bribery of foreign officials that are required to be enacted by the OECD Anti-bribery Convention and measures designed to control other forms of bribery and corruption. Moreover, compliance must also relate to other laws and regulations such as those covering securities, competition and work and safety conditions. Such compliance programmes will also underpin the company’s ethical code.	N/A	The Company is not listed in the public stock exchange.
E.1.2(P)	Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns?	UK CODE (JUNE 2010) A.4.3 Where directors have concerns which cannot be resolved about the running of the company or a proposed action, they should ensure that their concerns are recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chairman, for circulation to the board, if they have any such concerns.	N
E.2	Board Appraisal
E.2.1(P)	Does the Company have any independent directors/commissioners who have served for more than nine years or two terms (which ever is higher) in the same capacity?	OECD Principle V (C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit.	N
E.2.2(P)	Did the company fail to identify who are the independent director(s) / commissioner(s)?	ICGN 2.4 Composition and structure of the board ICGN 2.4.1 Skills and experience ICGN 2.4.3 Independence	N
E.3	External Audit
E.3.1(P)	Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)?	OECD Principle V (C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit.	N	None of the Company’s directors or senior management officers is a former employee or partner of the SGV and Co., in the past two years.
E.4	Board structure and composition
E.4.1 (P)	Is any of the directors a former CEO of the company in the past 2 years?		N

ASEAN Corporate Governance Scorecard

PART A - Rights of Shareholders

PART B - Equitable Treatment of Shareholders

PART C - Role of Stakeholders

PART D - Disclosure and Transparency

PART E - Responsibilities of the Board

Bonus

Penalty

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