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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 INFORMATIONEXPLANATION
1. Board is composed of directors with collective working knowledge, experience or expertise that is relevant to the company’s industry/sector.Compliant Please click the name of the directors on this link to see their respective qualifications
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

The Revised Corporation Code does not require a majority of 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 had 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 Please refer to the CVs of the directors to see the trainings in this link
3. Company has relevant annual continuing training for all directors.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.
Recommendation 1.4
1. Board has a policy on board diversity.Compliant 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 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.CompliantPlease see link of curriculum vitae of previous corporate secretaries:

1. Atty. Mary Jane Aristoteles (January – October, 2020)
2. Atty. Kristel Francine Tiu (October 2020 – December 2020)

Moreover, kindly see General Information Sheet for the year 2020.
2. Corporate Secretary is a separate individual from the Compliance Officer.Non-CompliantThis has been rectified already by Generali beginning 2021 wherein Corporate Secretarial and Compliance functions are separated from each other.
3. Corporate Secretary is not a member of the Board of Directors.Compliant
4. Corporate Secretary attends trainings on corporate governance.CompliantPlease see link for Attys. Aristoteles and Tiu.
Recommendation 1.6
1. Board is assisted by Compliance Officer.Compliant Kindly see link above for Atty. Mary Jane Aristoteles.
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 Please see link above for Atty. Mary Jane Aristoteles
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.
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 companyCompliantPlease see Generali’s Code of Corporate Governance in this link
Recommendation 2.2
1. Board oversees the development, review and approval of the company's business objectives and strategy.Compliant Please see Generali’s Code of Corporate Governance in this link
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.CompliantPlease see again the CV of Mr. John Spence found on the website in this link
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.CompliantKindly see minutes of the Board Meeting and Shareholders Meeting
Recommendation 2.4
1. Board ensures and adopts an effective succession planning program for directors, key officers and management.CompliantPlease see Article 5 of the Code of Corporate Governance in this link
2. Board adopts a policy on the retirement for directors and key officers.Non-CompliantWhile 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 in this link
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.CompliantPlease see Code of Corporate Governance in this link
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-CompliantGenerali 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 Please see the RPT Policy of Generali
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 see Code of Corporate Governance particularly Article 7 thereof in this link
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 Please see Remunerations Policy of Generali.
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.CompliantPlease see Code of Corporate Governance in this link
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.CompliantPlease see Internal Audit Charter and the approval of the Board of Directors in the minutes in this link
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.CompliantPlease see Risk Management Local Policy of Generali.
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 Please see terms of reference
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 Nominations Committee, Remunerations Committee, Audit Committee. Please see the By-Laws.
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 Please see the By-Laws and the Audit Policy in this link
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 As to the composition, Generali could not comply because all of the directors, except for the independent director, are executive directors. However, as to the Chairmanship, Generali has appointed the independent director as such. Kindly see attached minutes Board of Directors Meeting and the Nominations Committee meeting.
3. All the members of the committee have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance.Compliant Please click the name of the following directors in this link to see their respective qualifications:
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 Betty Lui is not the Chairperson of any other committees in Generali. Kindly see minutes of Nominations Committee and Board of Directors meeting
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-compliantPlease note that Generali is already studying to form the Corporate Governance Committee within the year in order to comply with the requirement.
2. Corporate Governance Committee is composed of at least three members, majority of whom should be independent directors.Non-compliantPlease note that Generali is already studying to form the Corporate Governance Committee within the year in order to comply with the requirement.
3. Chairman of the Corporate Governance Committee is an independent director.Non-compliantPlease note that Generali is already studying to form the Corporate Governance Committee within the year in order to comply with the requirement.
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 Please note that Generali has just started in 2016. The company is studying on the possibility of complying with this requirement given the fact that Generali is just a small company and has a few number of employees.

However, please be informed that Generali has its own risk committee that 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
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 While it is true that in Article 3 of the Code of Corporate Governance, there is a provision that gives the independent directors the powers to review RPTs, please be advised that in 2020, Generali could not comply with the requirement to establish an RPT committee considering that Generali only has one (1) independent director.

However, Generali has an RPT Group 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
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 Audit Committee, in this link

Nominations Committee in this link

Remunerations Committee in this link
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 Please see minutes of the meetings of the Committee, the Board and the Shareholders for the Year 2020.
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 Please see CV of Betty Lui in this link
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 Provide copy of written notification to the board or minutes of board meeting
wherein the matter was discussed.
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 Please see GIS for the year 2020.
Recommendation 5.2
1. The independent directors possess all the necessary qualifications and none of the disqualifications to hold the position.CompliantPlease see the CV of Betty Lui and the 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.		CompliantPlease see Code of Corporate Governance in this link
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.CompliantGenerali’s 1 independent director has been serving for 4 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 Chairman is not independent. Generali only has 1 independent director.
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 No instance did this happen to Generali.
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-CompliantGenerali only has 1 non-executive director. Generali will try its best to comply with the requirement in 2021.
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.CompliantPlease 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-CompliantGenerali will try to comply with this by 2021.
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.CompliantPlease see Code of Corporate Governance in this link
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 the website in this link
2. The Code is properly disseminated to the Board, senior management and employees.Compliant During pre-employment or pre-engagement the Code is properly given by the Human Resources Department to the employees and officers which, in turn, they have to make a conforme to it prior to employment.
3. The Code is disclosed and made available to the public through the company website.Compliant Please see the website in this link
Recommendation 7.2
1. Board ensures the proper and efficient implementation and monitoring of compliance with the Code of Business Conduct and Ethics.Non-Compliant Generali will be implementing this within the year 2021.
2. Board ensures the proper and efficient implementation and monitoring of compliance with company internal policies.Compliant Please see minutes of Risk and Audit Committee meeting where the Committee checks the compliance with internal policies of Generali.

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 INFORMATIONEXPLANATION
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 Please see 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.CompliantPlease 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.CompliantPlease see 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.CompliantPlease 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 Please see Annual Report.
Recommendation 8.7
1. Company’s corporate governance policies, programs and procedures are contained in its Manual on Corporate Governance (MCG).CompliantPlease 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.CompliantPlease see the 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.CompliantPlease see minutes of the meeting for the year 2020.
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.CompliantThis did not happen yet in Generali. However, if this happens, Generali will try to abide by the recommendation in IC CL. No. 2020-71 and disclose to the regulatory bodies and the public through the company website and required disclosures. .
Recommendation 9.2
1. Audit Committee Charter includes the Audit Committee's responsibility on:
  • assessing the integrity and independence of external auditors;

  • exercising effective oversight to review and monitor the external auditor's independence and objectivity; and iii. exercising effective oversight to review and monitor the effectiveness of the audit process, taking into consideration relevant Philippine professional and regulatory requirements.

CompliantPlease see Terms of Reference in this link
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.CompliantGenerali 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.CompliantPlease see Terms of Reference in this link
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 Please see Sustainability Report found in this link
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.Compliantwww.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 INFORMATIONEXPLANATION
1. Company has an adequate and effective internal control system in the conduct of its business.CompliantPlease see Audit Policy of Generali
2. Company has an adequate and effective enterprise risk management framework in the conduct of its business.CompliantPlease see Generali’s Risk Management Policy and Operational Risk Management Policy. GLAPI Risk Management Policy and GLAPI 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.CompliantGenerali has an in-house auditor which follows Generali’s Audit Policy. The auditor is independent and has an attestation. In-house.
Audit Policy
Independence Attestation
Recommendation 12.3
1. The company has a qualified Chief Audit Executive (CAE) appointed by the Board.CompliantPlease see the attached CV of Princess Kaye Santiago.
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.CompliantPlease 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.CompliantGenerali has an in-house auditor. Hence, this is irrelevant to the company.
Recommendation 12.4
1. The company has a separate risk management function to identify, assess and monitor key risk exposure.CompliantAs 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
12. 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).CompliantPlease see the CV of Atty. Mary Jane Aristoteles
2. CRO has adequate authority, stature, resources and support to fulfill his/her responsibilities.CompliantAtty. Aristoteles was a Senior Manager in Generali that has the adequate authority, stature, resources, and support.

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 INFORMATIONEXPLANATION
1. Board ensures that basic shareholder rights are disclosed in the Manual on Corporate Governance.Compliant Please see Code of Corporate Governance in this link
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 meetingNon-CompliantGenerali only has nominal shareholders who are also the directors. 99.9% of the shares are owned by Generali Asia N.V., which is represented through a proxy. Hence, notice by the board to shareholders may not be needed.
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-CompliantGenerali only has nominal shareholders who are also the directors. 99.9% of the shares are owned by Generali Asia N.V., which is represented through a proxy. Hence, notice by the board to shareholders may not be needed.
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-CompliantGenerali is not a publicly listed company. Hence, in Generali’s view, posting of the minutes of annual and special shareholder’s meetings may not be necessary.
Recommendation 13.4
1. Board has an alternative dispute mechanism to resolve intra-corporate disputes in an amicable and effective mannerNon-Compliant Provide details of the alternative dispute
resolution made available to resolve
intra-corporate disputes.
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 Provide link/reference to where it is
found in the Manual on Corporate
Governance.

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 INFORMATIONEXPLANATION
1. Board identifies the company's various stakeholders and promotes cooperation between them and the company in creating wealth, growth and sustainabilityNon-CompliantGenerali only has nominal shareholders who are also the directors. 99.9% of the shares are owned by Generali Asia N.V., which is represented through a proxy.
Recommendation 14.2
1. Board establishes clear policies and programs to provide a mechanism on the fair treatment and protection of stakeholders.CompliantPlease 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,CompliantPlease 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.CompliantPlease 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.CompliantPlease 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.CompliantPlease 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 frameworkCompliant
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.CompliantPlease see Code of Conduct available on the website in this link
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