Annual Corporate Governance Report
The Board’s Governance Responsibilities
| Principle 1: The company should be headed by a competent, working board to foster the long-term success and sustainability of the corporation in a manner consistent with its corporate objectives and the long-term best interests of its shareholders and other stakeholders. | |||
| Recommendation 1.1 | |||
| COMPLIANT/ NON-COMPLIANT | ADDITIONAL INFORMATION | EXPLANATION | |
| 1. Board is composed of directors with collective working knowledge, experience or expertise that is relevant to the company’s industry/sector. | Compliant | Link: BOD Profile | |
| 2. Board has an appropriate mix of competence and expertise. | Compliant | ||
| 3. Directors remain qualified for their positions individually and collectively to enable them to fulfill their roles and responsibilities and respond to the needs of the organization. | Compliant | ||
| Recommendation 1.2 | |||
| 1. Board is composed of a majority of non-executive directors. | Non-Compliant | In a small Board of only 5 members, both the Chairman and the Independent Directors are not executives of the Corporation. | The Revised Corporation Code does not require a majority non-executive directors for the composition of the Board to be valid. |
| Recommendation 1.3 | |||
| 1. Company provides in its Board Charter or Manual on Corporate Governance a policy on training of directors. | Non-Compliant | While it is true that no policy is intact, our Board of Directors have undergone trainings to be effective as such. | |
| 2. Company provides in its Board Charter or Manual on Corporate Governance an orientation program for first time directors. | Non-Compliant | While it is true that Generali’s Charter does not contain such program, Generali ensures that the first-time directors are oriented about Generali. | |
| 3. Company has relevant annual continuing training for all directors. | Compliant | Link: BOD Profile | |
| Recommendation 1.4 | |||
| 1. Board has a policy on board diversity. | Compliant | Link: DEI Policy The Employee’s Handbook for GLAPI provides the following: 6. Promoting Diversity and Inclusion • The Group considers diversity and inclusion as values to be promoted in order to encourage business growth and innovation. • Diversity consists of visible and non-visible individual differences. These differences can be found with race or ethnicity, gender or sexual orientation, socio-economic status, age, physical abilities, religious beliefs, professional, educational or cultural background and country of origin. • Promoting diversity means understanding that everyone is unique, to recognize and respect individual differences and invest in creating and enforcing an inclusive, safe, and engaging work environment. 7. Diversity and Inclusion Policy • It is the policy of the Group to create an organization and promote a culture that both respects each person’s uniqueness and foster and maintain a work environment where each colleague feels valued and supported. 8. Chief Diversity and Inclusion Officer A Chief Diversity and Inclusion Officer is appointed for Generali Philippines. He/she is not from the Human Capital Department and is responsible for implementing activities coming forth from the Group, reviewing periodically and maintaining these Rules, providing advice and monitoring diversity and inclusion within GLAPI. The Chief Diversity and Inclusion Officer: ▪ Is in charge of diversity and inclusion strategies; ▪ Provides policies, guidelines and organizational input regarding local roles and responsibilities to ensure appropriate implementation in the countries. This applies even to the Board of Directors. Please see CVs of the Board in BOD Profile to see their respective ethnicities and genders for reference in this link | |
| Recommendation 1.5 | |||
| 1. Board is assisted in its duties by a Corporate Secretary. | Compliant | Link: CV of Raizulli Nolasco | |
| 2. Corporate Secretary is a separate individual from the Compliance Officer. | Compliant | ||
| 3. Corporate Secretary is not a member of the Board of Directors. | Compliant | ||
| 4. Corporate Secretary attends trainings on corporate governance. | Compliant | ||
| Recommendation 1.6 | |||
| 1. Board is assisted by Compliance Officer. | Compliant | Link: CV of Kirsten Velasquez-Samson. | |
| 2. Compliance Officer has a rank of Vice President or an equivalent position with adequate stature and authority in the corporation. | Non-Compliant | In Generali, the Compliance Officer has a rank of a Senior Manager, a position that has an authority and adequate stature in a small company. | |
| 3. Compliance Officer is not a member of the board. | Compliant | ||
| 4. Compliance Officer attends training/s on corporate governance annually. | Compliant | ||
| Principle 2: The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law, the company's articles and by-laws, and other legal pronouncements and guidelines should be clearly made known to all directors as well as to stockholders and other stakeholders. |
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| Recommendation 2.1 | |||
| 1. Directors act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company. | Compliant | Link: GLAPI’s Code of Corporate Governance. | |
| Recommendation 2.2 | |||
| 1. Board oversees the development, review and approval of the company's business objectives and strategy. | Compliant | Please refer to Generali’s Code of Corporate Governance above. | |
| 2. Board oversees and monitors the implementation of the company's business objectives and strategy in order to sustain the company's long-term viability and strength. | Compliant | ||
| Recommendation 2.3 | |||
| 1. Board is headed by a competent and qualified Chairperson. | Compliant | Link: CV of Robert Hector John Spence. | |
| 2. The appointment, reappointment, removal, and fees of the external auditor is recommended by the Audit Committee, approved by the Board and ratified by the shareholders. | Compliant | Link: Minutes of BOD Annual Meeting | |
| Recommendation 2.4 | |||
| 1. Board ensures and adopts an effective succession planning program for directors, key officers and management. | Compliant | Please see Article 5 of the Code of Corporate Governance. | |
| 2. Board adopts a policy on the retirement for directors and key officers. | Non-Compliant | While it is true that Generali has a retirement plan for officers, it does not have one for directors. However, in the Remunerations Policy of Generali, severance pay is given to an outgoing director in case he/she is qualified. | |
| Recommendation 2.5 | |||
| 1. Board formulates and adopts a policy specifying the relationship between remuneration and performance of key officers and board members. | Compliant | Kindly see Article 6 of the Code of Corporate Governance. | |
| 2. Board aligns the remuneration of key officers and board members with long-term interests of the company. | Compliant | ||
| 3. Directors do not participate in discussions or deliberations involving his/her own remuneration. | Compliant | ||
| Recommendation 2.6 | |||
| 1. Board has a formal and transparent board nomination and election policy. | Compliant | Please see Code of Corporate Governance. | |
| 2. Board nomination and election policy is disclosed in the company's Manual on Corporate Governance. | Compliant | ||
| 3. Board nomination and election policy includes how the company accepts nominations from minority shareholders. | Non-Compliant | Generali only has nominal shareholders. Generali Asia owns all the shares in the company. | |
| 4. Board nomination and election policy includes how the board reviews nominated candidates. | Compliant | ||
| 5. Board nomination and election policy includes an assessment of the effectiveness of the Board's processes in the nomination, election or replacement of a director. | Compliant | ||
| 6. Board has a process for identifying the quality of directors that is aligned with the strategic direction of the company. | Compliant | ||
| Recommendation 2.7 | |||
| 1. Board has overall responsibility in ensuring that there is a group-wide policy and system governing related party transactions (RPTs) and other unusual or infrequently occurring transactions. | Compliant | Link: GLAPI RPT Policy. | |
| 2. RPT policy includes appropriate review and approval of material RPTs, which guarantee fairness and transparency of the transactions. | Compliant | ||
| 3. RPT policy encompasses all entities within the group, taking into account their size, structure, risk profile and complexity of operations. | Compliant | ||
| Recommendation 2.8 | |||
| 1. Board is primarily responsible for approving the selection of Management led by the Chief Executive Officer (CEO) and the heads of the other control functions (Chief Risk Officer, Chief Compliance Officer and Chief Audit Executive). | Compliant | Please refer to Article 7 of the Code of Corporate Governance. | |
| 2. Board is primarily responsible for assessing the performance of Management led by the Chief Executive Officer (CEO) and the heads of the other control functions (Chief Risk Officer, Chief Compliance Officer and Chief Audit Executive). | Compliant | ||
| Recommendation 2.9 | |||
| 1. Board establishes an effective performance management framework that ensures that Management, including the Chief Executive Officer performance is at par with the standards set by the Board and Senior Management. | Compliant | Link: Remunerations Policy. | |
| 2. Board establishes an effective performance management framework that ensures that personnel's performance is at par with the standards set by the Board and Senior Management. | Compliant | ||
| Recommendation 2.10 | |||
| 1. Board oversees that an appropriate internal control system is in place. | Compliant | Please see Code of Corporate Governance. | |
| 2. The internal control system includes a mechanism for monitoring and managing potential conflict of interest of the Management, members and shareholders. | Compliant | ||
| 3. Board approves the Internal Audit Charter. | Compliant | Link: Internal Audit Charter. | |
| Recommendation 2.11 | |||
| 1. Board oversees that the company has in place a sound enterprise risk management (ERM) framework to effectively identify, monitor, assess and manage key business risks. | Compliant | Link: Risk Management Policy. | |
| 2. The risk management framework guides the Board in identifying units/business lines and enterprise-level risk exposures, as well as the effectiveness of risk management strategies. | Compliant | ||
| Recommendation 2.12 | |||
| 1. Board has a Board Charter that formalizes and clearly states its roles, responsibilities and accountabilities in carrying out its fiduciary duties. | Compliant | Link: By Laws | |
| 2. Board Charter serves as a guide to the directors in the performance of their functions. | Compliant | ||
| 3. Board Charter is publicly available and posted on the company's website. | Compliant | ||
| Principle 3: Board committees should be set up to the extent possible to support the effective performance of the Board’s functions, particularly with respect to audit, risk management, related party transactions, and other key corporate governance concerns, such as nomination and remuneration. The composition, functions and responsibilities of all committees established should be contained in a publicly available Committee Charter. | |||
| Recommendation 3.1 | |||
| 1. Board establishes board committees that focus on specific board functions to aid in the optimal performance of its roles and responsibilities. | Compliant | Link: By Laws Nominations Committee, Remunerations Committee, Audit Committee. | |
| Recommendation 3.2 | |||
| 1. Board establishes an Audit Committee to enhance its oversight capability over the company's financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations. | Compliant | Link: TOR of Audit Committee. | |
| 2. Audit Committee is composed of at least three appropriately qualified non-executive directors, the majority of whom, including the Chairman is independent. | Non-Compliant | The Audit Committee is chaired by the only independent director and cannot comply until a second independent director is elected in 2023. Nonetheless, the committee is majority non-executive directors. | |
| 3. All the members of the committee have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance. | Compliant | Link: CVs of 1. Robert Hector John Spence; 2. Maria Fe Velasco, and 3. Betty Lui. | |
| 4. The Chairman of the Audit Committee is not the Chairman of the Board or of any other committee. | Compliant | There are only 3 BOD Committees, namely, Remuneration, Nominations, and Audit. The independent director chairs the Audit Committee only. | |
| Recommendation 3.3 | |||
| 1. Board establishes a Corporate Governance Committee tasked to assist the Board in the performance of its corporate governance responsibilities, including the functions that were formerly assigned to a Nomination and Remuneration Committee. | Non-compliant | Given the small number of directors, the Company is studying the possibility of establishing a Corporate Governance Committee. Nonetheless, the Company still has its Nominations and Remunerations Committees. | |
| 2. Corporate Governance Committee is composed of at least three members, majority of whom should be independent directors. | Non-compliant | ||
| 3. Chairman of the Corporate Governance Committee is an independent director. | Non-compliant | ||
| Recommendation 3.4 | |||
| 1. Board establishes a separate Board Risk Oversight Committee (BROC) that should be responsible for the oversight of a company's Enterprise Risk Management system to ensure its functionality and effectiveness. | Non-Compliant | Considering the small number of BOD members GLAPI is still studying the possibility of establishing a separate Board Risk Oversight Committee. Nonetheless, the Company has its own risk committee that reports directly to the Board and may fill up the requirements of a Board Risk Oversight Committee. Please see Article 7 of the Code of Corporate Governance. | |
| 2. BROC is composed of at least three members, the majority of whom should be independent directors, including the Chairman. | Non-Compliant | ||
| 3. The Chairman of the BROC is not the Chairman of the Board or of another committee. | Non-Compliant | ||
| 4. At least one member of the BROC has relevant thorough knowledge and experience on risk and risk management | Non-Compliant | Link: CV of Mariel Ponce | The Chief Risk Officer has relevant and thorough knowledge and experience on risk and risk management. |
| Recommendation 3.5 | |||
| 1. The Board establishes a Related Party Transactions (RPT) Committee, which is tasked with reviewing all material related party transactions of the company. | Non-Compliant | Link: RPT Policy | Because of the limited number of Directors, the Company is still studying the possibility of establishing a Related Party Committee, especially in the future when more independent directors are elected. Nonetheless, the Company hasan RPT Policy that is detailed on procedures in case a Related Party Transaction arises. |
| 2/. RPT Committee is composed of at least three non-executive directors, majority of whom should be independent, including the Chairman. | Non-Compliant | A second independent director and more non-executive directors shall be elected to the BOD in 2023. | |
| Recommendation 3.6 | |||
| 1. All established committees have a Committee Charters stating in plain terms their respective purposes, memberships, structures, operations, reporting process, resources and other relevant information. | Compliant | Links: Audit Committee Nominations Committee Remunerations Committee | |
| 2. Committee Charters provide standards for evaluating the performance of the Committees. | Compliant | ||
| 3. Committee Charters were fully disclosed on the company's website. | Compliant | Please see the website at www.generali.com.ph | |
| Principle 4: To show full commitment to the company, the directors should devote the time and attention necessary to properly and effectively perform their duties and responsibilities, including sufficient time to be familiar with the corporation's business. | |||
| Recommendation 4.1 | |||
| 1. The Directors attends and actively participates in all meetings of the Board, Committees and shareholders in person or through tele videoconferencing conducted in accordance with the rules and regulations of the Commission. | Compliant | Link: Minutes to annual meetings of BOD and Shareholders. | |
| 2. The directors review meeting materials for all Board and Committee meetings. | Compliant | ||
| 3. The directors ask the necessary questions or seek clarifications and explanations during the Board and Committee meetings. | Compliant | ||
| Recommendation 4.2 | |||
| 1. Non-executive directors concurrently serve as directors to a maximum of five Insurance Commission Regulated Entities (ICREs) and publicly-listed companies to ensure that they have sufficient time to fully prepare for meetings, challenge Management's proposals/views, and oversee the long-term strategy of the company. | Compliant | Link: CV of Betty Lui. | |
| Recommendation 4.3 | |||
| 1. The directors notify the company's board where he/she is an incumbent director before accepting a directorship in another company. | Compliant | ||
| Principle 5: The board should endeavor to exercise an objective and independent judgment on all corporate affairs. | |||
| Recommendation 5.1 | |||
| 1. The Board is composed of at least twenty percent (20%) independent directors. | Compliant | There is one independent director in a Board composed of only 5 members. | |
| Recommendation 5.2 | |||
| 1. The independent directors possess all the necessary qualifications and none of the disqualifications to hold the position. | Compliant | Please see the CV of Betty Lui and the GLAPI Code of Corporate Governance for the qualifications of an independent director. | |
| Recommendation 5.3 | |||
| 1. The independent directors serve for a maximum cumulative term of nine years. As far as Insurance Companies are concerned, the foregoing term limit shall be reckoned from 02 January 2015 while the reckoning date for the Pre-Need Companies and Health Maintenance Organizations shall be from 21 September 2016. For other covered entities, all previous terms served by existing Independent Directors prior to the effectivity of this Circular shall not be included in the application of the term limit prescribed in this item. | Compliant | Please see GLAPI Code of Corporate Governance | |
| 2. The company bars an independent director from serving in such capacity after the term limit of nine years. | Compliant | ||
| 3. ln the instance that the company retains an independent director in the same capacity after nine years, the board submits to the Insurance Commission a formal written justification and seek shareholders' approval during the annual shareholders' meeting. | Compliant | Generali’s 1 independent director has been serving for 5 years or since 2016. Generali will be implementing this recommendation if the need arises. | |
| Recommendation 5.5 | |||
| 1. If the Chairman of the Board is not an independent director or where the roles of Chairman and CEO are being held by one person, the Board should designate a lead director among the independent directors. | Compliant | The Chairman of the Board is not an independent and does not hold an executive role in GLAPI. | |
| Recommendation 5.6 | |||
| 1. Directors with material interest in a transaction affecting the corporation should abstain from taking part in the deliberations for the same. | Compliant | ||
| Recommendation 5.7 | |||
| 1. The non-executive directors (NEDs) have separate periodic meetings with the external auditor and heads of the internal audit, compliance and risk functions, without any executive directors present to ensure that proper checks and balances are in place within the corporation. | Non-Compliant | The Company will be electing more independent and non-executive directors to the Board in 2023. | |
| 2. The meetings are chaired by the lead independent director. | Non-Compliant | ||
| Principle 6: The best measure of the Board’s effectiveness is through an assessment process. The Board should regularly carry out evaluations to appraise its performance as a body, and assess whether it possesses the right mix of backgrounds and competencies. | |||
| Recommendation 6.1 | |||
| 1. The Board conducts an annual assessment of its performance as a whole. | Compliant | Please see minutes of the Outgoing Board Meeting and the Code of Corporate Governance. | |
| 2. The performance of the Chairman is assessed annually by the Board. | Compliant | ||
| 3. The performance of the individual member of the Board is assessed annually by the Board. | Compliant | ||
| 4. The performance of each Committee is assessed annually by the Board. | Compliant | ||
| 5. Every three years, the assessments are supported by an external facilitator. | Non-Compliant | The company is studying the possibility of conducting assessments through an external facilitator in the future. | |
| Recommendation 6.2 | |||
| 1. Board has in place a system that provides, at the minimum, criteria and process to determine the performance of the Board, individual directors and committees. | Compliant | Please see GLAPI Code of Corporate Governance | |
| 2. The system allows for a feedback mechanism from the shareholders. | Compliant | ||
| Principle 7: Members of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders. | |||
| Recommendation 7.1 | |||
| 1. Board adopts a Code of Business Conduct and Ethics, which provide standards for professional and ethical behavior, as well as articulate acceptable and unacceptable conduct and practices in internal and external dealings of the company. | Compliant | Please see GLAPI Code of Conduct. | |
| 2. The Code is properly disseminated to the Board, senior management and employees. | Compliant | During pre-employment or pre-engagement employees and officers sign receipt of conformity to the Company’s Code of Conduct. | |
| 3. The Code is disclosed and made available to the public through the company website. | Compliant | Please see GLAPI Code of Conduct. | |
| Recommendation 7.2 | |||
| 1. Board ensures the proper and efficient implementation and monitoring of compliance with the Code of Business Conduct and Ethics. | Compliant | Links: Code of Conduct., Employee Handbook, DEI Policy, Code of Business Conduct and Ethics | |
| 2. Board ensures the proper and efficient implementation and monitoring of compliance with company internal policies. | Compliant | Link: GIRS Policy | |
Disclosure and Transparency
| Principle 8: The company should establish corporate disclosure policies and procedures that are practical and ln accordance with best practices and regulatory expectations. | |||
| Recommendation 8.1 | |||
| COMPLIANT/ NON-COMPLIANT | ADDITIONAL INFORMATION | EXPLANATION | |
| 1. Board establishes corporate disclosure policies and procedures to ensure a comprehensive, accurate, reliable and timely report to shareholders and other stakeholders that gives a fair and complete picture of a company's financial condition, results and business operations. | Compliant | Link: Supervisory Reporting and Public Disclosure Group Policy. | |
| Recommendation 8.3 (no 8.2 as per the document) | |||
| 1. Board fully discloses all relevant and material information on individual board members to evaluate their experience and qualifications, and assess any potential conflicts of interest that might affect their judgment. | Compliant | Please see the CVs of the directors of the Board on the website of Generali in this link | |
| 2. Board fully discloses all relevant and material information on key executives to evaluate their experience and qualifications, and assess any potential conflicts of interest that might affect their judgment. | Compliant | ||
| Recommendation 8.4 | |||
| 1. Company provides a clear disclosure of its policies and procedure for setting Board remuneration, including the level and mix of the same in the Annual Corporate Governance Report consistent with ASEAN Corporate Governance Scorecard (ACGS) and the Revised Corporation Code. | Compliant | Please see GLAPI Code of Corporate Governance in this link | |
| 2. Company provides a clear disclosure of its policies and procedure for setting Executive remuneration, including the level and mix of the same in the Annual Corporate Governance Report consistent with ASEAN Corporate Governance Scorecard (ACGS) and the Revised Corporation Code. | Compliant | ||
| 3. Company discloses the remuneration on an individual basis, including termination and retirement provisions. | Compliant | Please see Remunerations Policy. | |
| Recommendation 8.5 | |||
| 1. Company discloses its policies governing Related Party Transactions (RPTs) and other unusual or infrequently occurring transactions. | Compliant | Please see RPT Policy of Generali and Code of Conduct. | |
| 2. Company discloses material or significant RPTs in its Annual Company Report or Annual Corporate Governance Report, reviewed and approved by the Board, and submitted for confirmation by majority vote of the stockholders in the annual stockholders' meeting during the year. | Compliant | Link: Annual Report. | |
| Recommendation 8.7 | |||
| 1. Company’s corporate governance policies, programs and procedures are contained in its Manual on Corporate Governance (MCG). | Compliant | Please see Code of Corporate Governance in this link | |
| 2. Company’s MCG is posted on its company website. | Compliant | ||
| Principle 9: The company should establish standards for the appropriate selection of an external auditor, and exercise effective oversight of the same to strengthen the external auditor's independence and enhance audit quality. | |||
| Recommendation 9.1 | |||
| 1. Audit Committee has a robust process for approving and recommending the appointment, reappointment, removal, and fees of the external auditors. | Compliant | Link: Audit Committee Terms of Reference. | |
| 2. The appointment, reappointment, removal, and fees of the external auditor is recommended by the Audit Committee, approved by the Board and ratified by the shareholders. | Compliant | Link: Minutes of Annual Meeting. | |
| 3. For removal of the external auditor, the reasons for removal or change are disclosed to the regulators and the public through the company website and required disclosures. | Compliant | No removal or changes yet. | |
| Recommendation 9.2 | |||
1. Audit Committee Charter includes the Audit Committee's responsibility on:
| Compliant | Link: TOR of Audit Committee. | |
| 2. Audit Committee Charter contains the Committee's responsibility on reviewing and monitoring the external auditor's suitability and effectiveness on an annual basis. | Compliant | ||
| Recommendation 9.3 | |||
| 1. Company discloses the nature of non-audit services performed by its external auditor in the Annual Report to deal with the potential conflict of interest. | Compliant | Generali did not utilize the non-audit services of its external auditor because of possible conflict of interest. | |
| 2. Audit Committee stays alert for any potential conflict of interest situations, given the guidelines or policies on non-audit services, which could be viewed as impairing the external auditor's objectivity. | Compliant | ||
| Principle 10: The company should ensure that the matters and reportable non-financial and sustainability issues are disclosed. | |||
| Recommendation 10.1 | |||
| 1. Board has a clear and focused policy on the disclosure of non-financial information, with emphasis on the management of economic, environmental, social and governance (EESG) issues of its business, which underpin sustainability. | Compliant | Please see EESG found on our website at www.generali.com.ph: | |
| 2. Company adopts a globally recognized standard/framework in reporting sustainability and non-financial issues. | Compliant | Link: Sustainability Report. | |
| Principle 11: The company should maintain a comprehensive and cost-efficient communication channel for disseminating relevant information. This channel is crucial for informed decision-making investors, stakeholders and other interested users. | |||
| Recommendation 11.1 | |||
| 1. The company should have a website to ensure a comprehensive, cost efficient, transparent, and timely manner of disseminating relevant information to the public. | Compliant | Link: www.generali.com.ph | |
Internal Control System and Risk Management Framework
| Principle 12: To ensure the integrity, transparency and proper governance in the conduct of its affairs, the company should have a strong and effective internal control system and enterprise risk management framework. | |||
| Recommendation 12.1 | |||
| COMPLIANT/ NON-COMPLIANT | ADDITIONAL INFORMATION | EXPLANATION | |
| 1. Company has an adequate and effective internal control system in the conduct of its business. | Compliant | Please see Audit Policy of Generali | |
| 2. Company has an adequate and effective enterprise risk management framework in the conduct of its business. | Compliant | Link: Risk Management Policy Operational Risk Management Policy | |
| Recommendation 12.2 | |||
| 1. Company has in place an independent internal audit function that provides an independent and objective assurance, and consulting services designed to add value and improve the company's operations. | Compliant | Link: Internal Audit. | |
| Recommendation 12.3 | |||
| 1. The company has a qualified Chief Audit Executive (CAE) appointed by the Board. | Compliant | Please see the attached CV of Jo Cresel S. Sanico, Head of Internal Audit | |
| 2. CAE oversees and is responsible for the internal audit activity of the organization, including that portion that is outsourced to a third-party service provider. | Compliant | Please see Audit Policy of Generali | |
| 3. ln case of a fully outsourced internal audit activity, qualified independent executive or senior management personnel is assigned the responsibility for managing the fully outsourced internal audit activity. | Compliant | ||
| Recommendation 12.4 | |||
| 1. The company has a separate risk management function to identify, assess and monitor key risk exposure. | Compliant | As part of the Risk Management Function Organization, the Risk Management function has full access, in accordance with local laws and regulations, to all information, systems and documentation related to activities within the risk management scope. The Local Chief Risk Officer may attend relevant BoD and Committee meetings (i.e., Internal Control Committee meetings) to raise risk related matters, whenever appropriate. The Local Risk Committee is owned by the Local Risk Chief Officer, in order to support the CEO in the implementation, maintenance and monitoring of the internal controls and risk management system. In different policies there is defined the LCRO participation to different Committees meetings, as an example, the Local Chief Risk Officer attend the Product and Underwriting Committee as defined in the Life / P&C Underwriting and Reserve Policies As a best practice, the Local Chief Risk Officer should attend the following Committee meetings are existing at local level: ✓ Audit Committee ✓ Balance Sheet Committee ✓ Investment Committee ✓ Control Functions Committee ✓ Data Quality Committee ✓ Security Committee ✓ Outsourcing Committee | |
| Recommendation 12.4 | |||
| 1. ln managing the company's Risk Management System, the company has a Chief Risk Officer (CRO), who is the ultimate champion of Enterprise Risk Management (ERM). | Compliant | Link: CV of Mariel Ponce | |
| 2. CRO has adequate authority, stature, resources and support to fulfill his/her responsibilities. | Compliant | Position Senior Manager in Generali that has the adequate authority, stature, resources, and support and reports directly to the BOD. | |
Cultivating a Synergic Relationship with Shareholders
| Principle 13: The company should treat all shareholders fairly and equitably, and also recognize, protect and facilitate the exercise of their rights. | |||
| Recommendation 13.1 | |||
| COMPLIANT/ NON-COMPLIANT | ADDITIONAL INFORMATION | EXPLANATION | |
| 1. Board ensures that basic shareholder rights are disclosed in the Manual on Corporate Governance. | Compliant | Please see GLAPI Code of Corporate Governance. | |
| 2. Board ensures that basic shareholder rights are disclosed on the company's website. | Compliant | ||
| Recommendation 13.2 | |||
| 1. Board encourages active shareholder participation by sending the Notice of Annual and Special Shareholders' Meeting with sufficient and relevant information at least 21 days before the meeting | Non-Compliant | Generali only has nominal shareholders who are also the directors. 100% of the shares are owned by Generali Asia N.V., which is represented through a proxy. The shareholder always provides a proxy prior to the meeting. | |
| Recommendation 13.3 | |||
| 1. Board encourages active shareholder participation by making the result of the votes taken during the most recent Annual or Special Shareholders' Meeting publicly available the next working day. | Non-Compliant | Generali only has nominal shareholders who are also the directors. 100% of the shares are owned by Generali Asia N.V., which is represented through a proxy. | |
| 2. Minutes of the Annual and Special Shareholders' Meetings are available on the company website within five (5) business days from the end of the meeting. | Non-Compliant | The Company will comply following the annual meeting in 2023. | |
| Recommendation 13.4 | |||
| 1. Board has an alternative dispute mechanism to resolve intra-corporate disputes in an amicable and effective manner | Non-Compliant | Generali only has nominal shareholders who are also the directors. 100% of the shares are owned by Generali Asia N.V. Hence, the dispute will be resolved following the instructions of Generali Asia N.V. | |
| 2. The alternative dispute mechanism is included in the company’s Manual of Corporate Governance. | Non-Compliant | ||
Duties to Stakeholders
| Principle 14: The rights of stakeholders established by law by contractual relations and through voluntary commitments must be respected. Where stakeholders’ rights and/or interests are at stake, stakeholders should have the opportunity to obtain prompt, effective redress for the violation of their rights. | |||
| Recommendation 14.1 | |||
| COMPLIANT/ NON-COMPLIANT | ADDITIONAL INFORMATION | EXPLANATION | |
| 1. Board identifies the company's various stakeholders and promotes cooperation between them and the company in creating wealth, growth and sustainability | Compliant | The Company adheres to the Lifetime Partner approach with its stakeholders | |
| Recommendation 14.2 | |||
| 1. Board establishes clear policies and programs to provide a mechanism on the fair treatment and protection of stakeholders. | Compliant | Please see Code of Conduct available on the website in this link | |
| Recommendation 14.3 | |||
| 1. Board adopts a transparent framework and process that allow stakeholders to communicate with the company and to obtain redress for the violation of their rights, | Compliant | Please see Code of Corporate Governance, particularly Article 8 thereof, in this link | |
| Principle 15: A mechanism for employee participation should be developed to create a symbiotic environment, realize the company's goals and participate in its corporate governance processes. | |||
| Recommendation 15.1 | |||
| 1. Board establishes policies, programs and procedures that encourage employees to actively participate in the realization of the company's goals and in its governance. | Compliant | Please see Code of Conduct available on the website in this link | |
| Recommendation 15.2 | |||
| 1. Board sets the tone and makes a stand against corrupt practices by adopting an anticorruption policy and program in its Code of Conduct. | Compliant | Please see Code of Conduct available on the website in this link | |
| 2. Board disseminates the policy and program to employees across the organization through trainings to embed them in the company's culture. | Compliant | ||
| Recommendation 15.3 | |||
| 1. Board establishes a suitable framework for whistleblowing that allows employees to freely communicate their concerns about illegal or unethical practices, without fear of retaliation. | Compliant | Please see Code of Conduct available on the website in this link | |
| 2. Board establishes a suitable framework for whistleblowing that allows employees to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns. | Compliant | ||
| 3. Board supervises and ensures the enforcement of the whistleblowing framework | Compliant | ||
| Principle 16: The company should be socially responsible in all its dealings with the communities where it operates. It should ensure that its interactions serve its environment and stakeholders in a positive and progressive manner that is fully supportive of its comprehensive and balanced development. | |||
| Recommendation 16.1 | |||
| 1. Company recognizes and places importance on the interdependence between business and society, and promotes a mutually beneficial relationship that allows the company to grow its business, while contributing to the advancement of the society where it operates. | Compliant | Please see Code of Conduct available on the website in this link | |
