Corporate Governance

We, at Insular Life, adhere to the highest corporate governance standards in the conduct of business for the promotion and protection of our stakeholders' interests. We believe that sound corporate governance is as crucial as the improvement of company performance and profitability, and is a necessary component of sound strategic business management. Thus, we have put in place corporate governance and compliance management programs that ensure fairness, accountability, and transparency to establish an effective culture of good governance and compliance throughout the organization.


We have always been guided by our corporate core values of love of God and country, integrity, excellence, prudence, respect for the individual and teamwork as we deal with our policyholders, the public, regulators, and other stakeholders.

BOARD OF TRUSTEES

The Board and Its Role
The Board of Trustees sets the annual performance objectives and strategic directions of the Company. As guardians of the interest of various stakeholders, the Board monitors Management's performance to ensure that objectives are met and resources are well-optimized with due regard to corporate governance, corporate controls, and legal compliance.

Board Profile
The nine-member Board of Trustees is composed of the Chairman, the Vice Chairman and seven Trustees. While the Code of Corporate Governance Principles and Leading Practices issued by the Insurance Commission requires only that at least two members of the Board of Trustees should be independent directors, the Company boasts of six independent, non-executive directors.

Individual Trustees are leaders and professionals in their respective fields, selected for their integrity and independence of mind. All affiliations of the Trustees are disclosed and reviewed to fully ensure no conflicts of interest exist and that the affiliation may not impair or adversely affect any director's independence.

The Board of Trustees and the Executive Committee meet monthly. Other Board Committees also hold periodic meetings. In all these meetings, there is complete disclosure of all relevant information to help the Trustees in decision-making. There are also unbridled discussions of issues and information so that all relevant aspects of the subject matter are considered. Minutes of these meetings, including relevant comments and opinions, are properly recorded.

Most of the Trustees had higher than 80% attendance in the 12 regular meetings of the Board in 2009. Two had perfect attendance while four had 92% attendance. No one had an attendance of less than 50% of all meetings.

Board Committees
The Board ensures a high standard of best practice for governance and sets the strategic direction of the Company. There are six Board Committees that oversee the different areas of the Company's operations, namely:

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

Board Members

• Vicente R. Ayllón, Chairman
• Edilberto B. Bravo, Vice Chairman
• Judge Cesar C. Cruz
• Delfin L. Lazaro
• Ricardo G. Librea
• Mayo Jose B. Ongsingco
• Antonio H. Ozaeta
• Alfredo B. Paruñgao
• Bernardo M. Villegas

Projects
Strengthening corporate governance practices is a continuing thrust of the Company. Corporate Governance and Compliance Management programs and projects that aim to effect a culture of compliance have been established. Such programs (e.g. Governance, Anti-Money Laundering, Compliance Documentation, and other governance-related programs) have been launched to provide the employees with the necessary tools and facilities in ensuring compliance with regulatory requirements.

In 2009, a two-day Compliance Convention for employees with the theme "Improving Performance through Governance" was held. This was organized in keeping with the Company's thrust of intensifying the educational campaign on corporate governance and other compliance-related matters that would help employees carry out their duties and responsibilities effectively.

The convention, which as held on September 22 to 23, 2009 at the Insular Life Corporate Centre, was broadcast live simultaneously in three Regional Office sites-Cebu, Davao and Cagayan de Oro-through the 'webinar' facility for the benefit of field office employees. Distinguished speakers were invited to talk about various topics related to the Convention's theme. No other than Insurance Commissioner Eduardo T, Malinis opened the Convention with a keynote speech.

To further support the educational campaign, the Company has set up a Compliance Electronic Library ("E-Library") to provide all employees free and easy access to various regulatory issuances, Company policies and guidelines, and other compliance documents, business processes and procedures.

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