Corporate Governance

As Insular Life celebrates its centennial, the Company's drive to promote and protect its stakeholders' interests remains paramount. The Company continuously pursues excellence in all aspects of its operations, and is always guided by the corporate values of Love of God and Country, Integrity, Excellence, Prudence, Respect for the Individual, and Teamwork.

BOARD OF TRUSTEES

The Board of Trustees, composed of elected representatives from among the policyholder-members of the corporation, is the primary advocate of good governance in the organization. It directs the Company to attain its vision, mission and corporate objectives, and ensures that the Company's undertakings are aligned with the fundamental principles of good governance-fairness, accountability, transparency and integrity - and as detailed in the Company's Manual on Corporate Governance (please click link).

Upon the recommendation of Management, the Board sets the Company's corporate objectives, strategies, and annual budget. The Board monitors and evaluates Management's performance for efficiency and effectiveness in achieving its strategic targets while at the same time protecting its stakeholders' interests.

The Board of Trustees likewise sets Company policies. Certain matters of operations within prescribed limits may be delegated by the Board to Management for better efficiency. Those which are beyond the said limits are required to be presented to the Board for prior approval.

Composition
The Board in 2010 was composed of nine members who are leaders in their respective fields and were selected for their integrity and probity. The Chairman of the Board and Chief Executive Officer, Mr. Vicente R. Ayllón, and the President and Chief Operating Officer, Mr. Mayo Jose B. Ongsingco, are executive directors while the Vice Chairman of the Board, Mr. Edilberto B. Bravo, is a non-executive director. The remaining members of the Board namely, Judge Cesar C. Cruz, Mr. Delfin L. Lazaro, Mr. Ricardo G. Librea, Mr. Antonio H. Ozaeta, Mr. Antonio B. Parungao, and Dr. Bernardo M. Villegas are independent directors.

Members of the Board are mostly independent directors, ensuring open and independent discussion of the issues. Decisions are arrived at based on objective evaluation of the issues keeping in mind the best interests of the Company.

On December 31, 2010, Judge Cesar C. Cruz and Mr. Antonio H. Ozaeta retired as Trustees of the Corporation upon reaching the age of 75. Mr. Edilberto B. Bravo also retired as Trustee upon completing five terms (or a total of 15 years) pursuant to the Retirement Policy of the Board of Trustees. They have been replaced by Ms. Marietta C. Gorrez, Ms. Mona Lisa B. De La Cruz and Atty. Francisco Ed. Lim, respectively, to serve the unexpired portion of their current terms of office.

Each Trustee possesses all the qualifications and none of the disqualifications provided in the Company's By-Laws, and as required under the Insurance Commission's Corporate Governance Principles and Leading Practices (CGPLP). All of them are experts in their own fields and competent managers in insurance and insurance-related fields. They all have the necessary skills, training, experience, and integrity that help them in the performance of their roles and responsibilities as guardians of the corporation.

All of them have attended the required corporate governance seminar conducted by training providers accredited by the Insurance Commission pursuant to its directive. None of the Trustees possesses any temporary disqualification as provided in the CGPLP. Any change in their circumstances that would cause any temporary or permanent disqualification is required to be immediately disclosed.

The Chairman of the Board
Mr. Vicente R. Ayllón is the Chairman of the Board and the Company's Chief Executive Officer. Mr. Ayllón also sits as Chairman of the subsidiary corporations of Insular Life namely, Insular Health Care, Inc., Insular Investment and Trust Corporation, Home Credit Mutual Building and Loan Association, Insular Life Management and Development Co. (ILMADECO) and Insular Life Property Holdings, Inc. His chairmanship in these companies is primarily for the protection of the parent company's (Insular Life) investments in these subsidiaries.

He has also been elected as Chairman of the Board of Asian Hospital, Inc., Co-Vice Chairman of the Board of Directors of Union Bank of the Philippines, and Vice Chairman of Mapfre Insular Insurance Corporation. He is also a director in Pilipinas Shell Petroleum Corp. and in Shell Company of the Philippines, Ltd. Insular Life has minority shareholdings in the foregoing companies. Mr. Ayllón's other directorships are in Philippine Hoteliers, Inc. as an independent director, and in The Palms Country Club.

Mr. Ayllón also sits as the Chairman of the Insular Life Foundation that helps in the performance of the Company's corporate social responsibility.

Board Committees
The Board has constituted six committees to help it in the performance of its role and responsibility in the overall management of the Company.

The Executive Committee of the Board exercises any of the powers and attributes, allowable by law, of the Board of Trustees during the intervening period between the Board's meetings and shall report all resolutions adopted by it to the Board of Trustees at the first meeting that the latter may subsequently hold.

The other Board Committees are:

• Budget and Audit Committee
• Finance and Investment Committee
• Governance Committee
• Personnel and Compensation Committee
• Nominations Committee

Board Members

• Vicente R. Ayllón, Chairman
• Alfredo B. Paruñgao, Vice Chairman
• Delfin L. Lazaro
• Ricardo G. Librea
• Francisco Ed. Lim
• Mona Lisa B. dela Cruz
• Marietta C. Gorrez
• Mayo Jose B. Ongsingco
• Bernardo M. Villegas

Operations of the Board and Various Decisions and Resolutions It Has Made
The meetings of the Board of Trustees and its Executive Committee are held monthly or as often as necessary. All the material information are completely disclosed to the Board and the Executive Committee to help them in their decision-making. Minutes of these meetings, including relevant comments, opinions and any dissenting opinion, are properly recorded.

The Board reviews and approves significant corporate actions of the Company that have not been otherwise delegated to Management. During the previous year, the Board has considered and acted on corporate matters referred to it pertaining to strategic initiatives, investments, adoption of Company policies and the like. The Board likewise monitors and evaluates the Company's corporate performance through the regular reports rendered by Management on production inclusive of its financial statements vis-à-vis corporate targets, the legal and regulatory compliance and other relevant aspects of the operations that are regularly reported to the Board.

For the year 2010, the average attendance for the twelve Board meetings was 91 percent. Majority of the Trustees had higher than 80 percent attendance in the regular Board meetings. Four had perfect attendance while two had 92 percent attendance. On the other hand, average attendance for the Executive Committee meetings was 87 percent. No one had an attendance of less than 50 percent.

The record of attendance of the Trustees for the Board and Committee meetings held for the year is shown below:

Trustee	Regular/ Special Board Meetings	Executive Committee Meetings	Other Committees
			Budget & Audit	Governance	Finance & Investment	Personnel & Compensation
Vicente R. Ayllon	10/12*	8/9*
Edilberto B. Bravo	12/12**	7/9**			2/3*	2/2
Cesar C. Cruz	11/12		7/7	4/4*		2/2**
Delfin L. Lazaro	8/12		1/7		2/3
Ricardo G. Librea	12/12		7/7	4/4		2/2
Mayo Jose B. Ongsingco	12/12	9/9			3/3
Antonio H. Ozaeta	11/12	8/9	7/7**			2/2*
Alfredo B. Paruñgao	12/12	7/9	7/7*		3/3**
Bernardo M. Villegas	10/12			4/4**	3/3	2/2

* Chairman
** Vice Chairman

The Nominations Committee did not hold any meeting for the year.

All the members of the Board of Trustees attended the 2010 Annual Regular Members' Meeting held last May 26, 2010.

 

MANAGEMENT

Management is in charge of the day-to-day operations and the conduct of business of the Company. It implements the policies and strategies as approved by the Board in directing the Company's course and business activities. Management is accountable to the Board for the effective and efficient performance of the corporation and for the attainment of the corporate targets.

Compensation of Key Management Personnel

The total compensation of key management personnel with ranks of Vice President and up for the year is P284,888,734. The estimated total amount of compensation for the key management personnel for 2011 is P330,470,931.

 

GOVERNANCE PROGRAM

Management continuously promotes a culture of good governance and compliance through its Governance Program. It strictly adheres to mandated requirements and guidelines such as those stated in the Insurance Code, Anti-Money Laundering Act, other laws, and in the rules and regulations of the Insurance Commission and other government regulatory agencies. Various initiatives are undertaken to support the foregoing objective, including compliance and good governance educational campaigns, policy implementation, regular feedback and monitoring system, and other activities.

Last year, to further inculcate the value of ethical conduct in the minds of the employees, a two-day Compliance Convention for employees with the theme "Moving Beyond Compliance: Strengthening Our Ethical Framework" was held on August 19-20, 2010 at the Auditorium of the Insular Life Corporate Centre. Distinguished resource persons from various fields were invited to speak on topics related to the Convention's theme.

 

CONTACT THE COMPLIANCE OFFICER
The Corporate Secretary/Compliance Officer directly reports to the Chairman of the Board and is responsible for ensuring compliance with laws, rules and regulations, and company policies.

You may send your questions or comments to :

Atty. Renato S. De Jesus
Corporate Secretary/Compliance Officer
Head, Legal Affairs Coordinating Office
(02) 582-1818
Email: rsdejesus@insular.com.ph