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corporate governance

In this dynamic, connected world, our core values have taught us how to stay relevant, stay ahead and be in with the changing times. Today, Insular Life is INLIFE – a company powered by INNOVATION and strengthened by its relationships IN LIFE.

Like an eagle, we soar with keen and watchful eyes, looking after the good of Filipinos, guided by a core mission to work for the greater good, and as an inherently Filipino institution, to seek ways to improve their lives.

In an environment that challenges businesses to deliver revenues and profits in the short-term while adapting to disruptive innovations, INLIFE took a two-way approach to transformation: Revitalizing today’s business and building the business model for the digital age. At the heart of this transformation strategy is our deep and continuous commitment to the highest standards of ethics and our adherence to the international corporate governance principles of fairness, accountability, integrity and transparency. These principles guide us in the conduct of our business which also promotes and protects our stakeholders’ interests. Our commitment to these principles is embodied in our Core Values.

Our business is designed for greater things. It is meant to last lifetimes on a legacy that future INLIFERs can build upon. We are a company that goes beyond profit, with an enduring vision for the common good.

Compliance with the laws

Shareholding Structure

INLIFE is a non-stock, mutual life insurance company. We do not have shares and shareholder. In lieu of the shareholders, Inlife has Members. The ownership of the Company is vested in its Members who consist of Policyholders. Subject to some conditions, a Member is entitled to one vote, regardless of the number of policies or amount of insurance he or she owns. As of end of May 2019, there are 221,504 members qualified to vote.

INLIFE’s corporate ownership structure and governance are laid out in its Articles of Incorporation and By-Laws . These Corporate papers outline the purpose of the Company, the qualifications and powers of the Board of Trustees, the ownership and rights of its Members, and duties and responsibilities of Officers and Management to ensure prudent and effective management of the Company’s operations. Our latest General Information Sheet (GIS) also indicate the latest corporate information about INLIFE and its leaders. The Latest GIS is published under Governance Reports.

Conduct of Annual Members' Meeting (AMM)

INLIFE regularly conducts an AMM for its Members and other Stakeholders in accordance with our By-Laws and Manual on Corporate Governance (MCG).

The Notice of AMM (“Notice”), together with details and rationale of each Agenda Item and voting procedures, is published in the Company Website one month prior to the date of the AMM to ensure that Members are fully informed of the information related to the Meeting. The Notice is likewise published in two (2) newspapers of general circulation once a week, for four consecutive weeks prior to the date of the AMM.

Members are also given an AMM Kit (“Kit”) during registration on the date of the AMM. The Kit contains various documents like the Guidelines of the Meeting, Voting Procedures, Profiles of the Nominees for election and all the other Trustees, the Minutes of the previous year’s AMM, and the latest copy of the Annual Report.

On the date of AMM, Members are asked to vote on the following Agenda items:

  • Reading and approval of Minutes of the previous Meeting
  • Annual Report to Policyholders
  • Ratification of all the Act and Resolutions of the Executive Committee and the Board of Trustees
  • Election of Trustees
  • Appointment of the External Auditor

Voting for all resolutions shall be by poll or other applicable methods as may be determined by the Chairman of the Meeting. The votes shall also be tabulated electronically and the results of the voting are immediately known on the floor as each Agenda Item is taken up. A summary of these resolutions is also posted in the Company website one (1) working day after the AMM.

The conduct of the AMM is documented in the Minutes of the AMM ("Minutes"), which includes all the Agenda Items and all resolutions arrived at during the said meeting. The Minutes is published under Governance Reports.

Compliance with the Codes

We believe that sound Corporate Governance (CG) is as crucial as improved company performance and profitability; and is a necessary component of strategic management. Hence, our Board of Trustees, the primary advocates of corporate governance in the Company, works with our Management to ensure that an effective culture of good corporate governance and compliance is established and maintained throughout the organization.

Various Board Committees have been instituted to help the Board perform its role and fulfill its responsibility in the overall management of the Company. The Board and Management’s actions are guided by the Company's Manual on Corporate Governance (MCG) and Code of Business Conduct, which they are mandated to comply with. These Codes are aligned with the CG principles as enunciated in the Insurance Commission’s (IC) Corporate Governance Principles and Leading Practices (CGPLP), ASEAN Corporate Governance Scorecard (ACGS) and other internationally accepted CG practices. We also benchmark with the best CG best practices in other companies in the financial sector and strive to continuously improve our own CG practices.

Notable of these codes are various programs that reinforce our commitment to corporate governance principles of Fairness, Accountability, Integrity and Transparency.
ABC Program

The Company’s Anti-Corruption Programs and procedures are principally embodied in the Code of Business Conduct and Manual on Corporate Governance and are supplemented by various Company policies such as the following:

Anti-Corruption Policy

It is the policy of the Company to ensure that all of its business dealings are honest, above-board, transparent and in accordance with law. For this purpose, the Company will not tolerate any act of corruption.

The Anti-Corruption Policy defines corruption as the abuse of position or influence in exchange for undue gain or advantage. The Policy also provides for the adoption of guidelines/procedures for prevention, detection and investigation, training and education and other required measures.

Any knowledge of a corrupt practice may be reported by an Employee, Agent, Customer, or any other person via any of the Company’s whistleblowing platforms and will be protected from any form of retaliation in accordance with the Company’s Whistleblowing policy.

Conflict of Interest

Conflict of interest occurs when an employee is able to exploit his own professional or official capacity in some way for personal benefits. Thus, all actions and decisions of an employee in the conduct of his day-to-day affairs, most especially as they relate to the Company's business operations, must be made solely in the best interest of the Company.

Related Party Transactions policy

The Company’s Related Party Transactions (RPT) policy defines a Related Party (RP) and requires that all transactions of the Company with RPs be conducted fairly, at arm’s length and in the best interest of theCompany and its Stakeholders. Specific clearance is required for RPTs depending on the amount involved. If the transaction amount is Material, then the RPT is endorsed to the RPT Board Committee and/or Board for review and approval. The Board ensures that all Material RPTs are properly evaluated and are in compliance with applicable laws, regulations and Company policy.

There is no RPT that can be classified as financial assistance to entities other than wholly-owned subsidiaries. As of date, there is also no case of non-compliance with laws, rules or regulations pertaining to Material RPTs. Material RPTs for 2019 and Q1-2020 are disclosed below.

Material Related Party Transactions Table
Name of related PartyRelationshipNatureValue / Amount (in PHP Millions)Term

Supplier and Contractor Accreditation and Selection Practices

INLIFE supports and promotes fair and transparent supplier selection practices. It is our Policy as a consumer of goods, merchandise and services necessary for our operations to regularly perform our own Suppliers’ and Contractors’ screening, accreditation and selection. This ensures we will only engage with reputable persons and entities who abide by the same standards of business conduct and ethics that we espouse.

A regular Supplier or Contractor accreditation process is conducted for individuals and entities that signify their intent to do business with us while accredited Suppliers or Contractors may be offered to renew their engagements subject to their submission of updated personal or corporate information and documents. Both activities are conducted annually or as often as may be required. Should a business transaction be Related Party Transaction (RPT) of material nature, prior approval of the Board is required to determine if said transaction with Related Party is handled in a sound and prudent manner and conducted on an arm’s length basis in compliance with MCG and RPT Policy.

Safe and Sustainable Operations

INLIFE embraces sustainable and environmentally friendly servicing both for internal and external clients. We ensure that our human, material and technology resources are used efficiently and effectively at all times. Maintaining sustainable operations across all our offices nationwide through innovative systems and process automations not only increase our productivity but also keep INLIFE’s carbon footprint lean. Specific efforts to ensure our operations are consistent with sustainable development are described in our latest Annual Reports.

Sustainable use of Technology Resources

INLIFE protects its soft assets which include proprietary information and technology resources by developing guidelines on the sustainable use of our technology resources. This guideline ensure prudent management and control of hardware, software, applications and shared facilities, and all data/information stored therein and mandate the proper acquisition, distribution, installation, use, maintenance, security and disposal of all Information Technology (IT) resources. Security measures, present in all IT resources, are kept up to date and subjected to regular review/audits to ensure reliability and integrity as well as its compliance to relevant laws and regulations. Regular backup and restoration of vital databases and systems are performed as part of the Company’s Business Continuity Plan (BCP) that includes the designation of temporary offices/locations and identification of skeletal force in case of any business interruption event.

Creditor’s Rights

It is the policy of INLIFE to protect our Creditor’s rights. These rights include the right to be paid on time, right to be promptly provided with information on the financial condition of the Company, and right of the Creditor’s sensitive information to be safeguarded.

We make sure that we comply with all regulatory requirements (including requirements on Capitalization, amended Risk-Based Capital framework or RBC 2, solvency, liquidity, etc.) to show that the Company is a going concern. Also, the true financial condition of the Company is timely and fully disclosed through quarterly reports to the Insurance Commission (IC) and submission of Audited Financial Statements (AFS) to the Securities and Exchange Commission (SEC).

Also, we take care of our financial health to ensure continuous validity of our Certificate of Authority so that we are able to deliver and fulfill all our contractual obligations. Activities related to this policy include uploading proofs of compliance to these regulatory requirements in our website, under Governance Reports.

Currently, INLIFE has no Creditor. However, it is our Policy that whenever we enter into a loan agreement where we are a Borrower that it shall be referred to the Board for approval. All our legal obligations and commitments under the loan agreement shall be monitored and complied with, subject to regulatory requirements.

As a Creditor, we conduct proper screening of prospective Borrowers, ensure accurate and complete loan documentation and recording of loan repayments, and observance of legal and regulatory reporting on the same. We conduct collection activities without abuses and deceptive practices while enforcing our rights.

Talent Development and Succession Planning

INLIFE wouldn’t be the Filipino powerhouse it is today without the people behind it. INLIFE employees, or "INLIFERs", are united in passion and commitment towards building a brighter future for our policyholders — ensuring that their investment continues to deliver enduring value for them and for their families. Thus, INLIFE’s success stems from the collective effort of all INLIFERs. We therefore continually invest on the development of our human capital to sustain a high overall satisfaction level and holistic growth perspective among INLIFERs.

Training & Continuing Education Programs

We use a blended approach in our internal training courses that includes workshops, coaching, and instructor-led training sessions, all designed and conducted among target INLIFERs across all units nationwide. They include:

  • 1. Customer Relations/Service series that address the need for general information and updates about the Company and its product lines. They are given to all employees and include General Employee Orientation Course, Fundamentals of Life Insurance Course and Product Orientations.
  • 2. Behavioral Program that addresses the “soft issues” (customer relations and work attitude) of INLIFERs. They are also given to all employees and include Customer Care seminars and personal development seminars.
  • 3. Basic Management/Supervisory Program that addresses the training needs of middle management and focuses on developing skills on planning, organizing, leading and controlling. These are employee level appropriate type of seminars that include Supervisory Management Courses, Action-Centered Leadership trainings, coaching and counseling workshop and change management courses.

INLIFERs are also sent to external training programs for technical knowledge improvements and updates. This includes scholarships to INLIFERs taking up courses under the Life Office Management Association (LOMA), an employee training and development association used by life insurance companies in over seventy (70) countries worldwide. The Fellow, Life Management Institute (FLMI) Program has been the standard of excellence in the insurance and financial services industry in the world since 1932. In addition, we also offer a scholarship program for INLIFERs who wish to pursue postgraduate degrees related to their job functions.

Another key focus of INLIFE’s training program is the Executive Development Program (EDP) in which key Company executives are sponsored to attend management courses to facilitate further exposure and knowledge acquisition.

The Good Squad

The Company’s employee council was renamed as “The Good Squad” in 2019 to fortify open and regular communication. The Good Squad also aims to develop creative opportunities to build a positive work environment. In 2019, The Good Squad Ambassadors and Human Resources Division (HRD) collaborated in mounting several meaningful employee engagement events that brought INLIFERs together and offered bonding opportunities and respite from work. More information about the Good Squad and their annual activities are disclosed in our latest Annual Report.

Promoting Employee Health and Safety

The INLIFE promise of working for the greater good would not hold true if we do not provide a safe and secure place for our INLIFERs to work. We actively promote a culture where health and safety is an integral part of every business decision across the organization.

On top of statutory benefits provided to INLIFERs, we engage Physicians, Dentists and Medical Aides who perform regular medical examination to all INLIFERs. The facility is also open to INLIFERs’ dependents in accordance with our policy.

On a regular basis, our Company Physician sends out Health Bulletins via email to the INLIFE community. These Bulletins contain latest Department of Health Advisories and circulars on relevant health issues, as well as health tips and other sickness prevention measures.

We support a healthy and active lifestyle for INLIFERs, thus, we organize sports events such as basketball, badminton and bowling. We join inter-company leagues and tournaments to showcase INLIFER's professionalism and sportsmanship.

Relevant information relating to employee health, safety and welfare are regularly discussed during The Good Squad meetings. Issues raised during these meetings are validated and communicated to Management for information and appropriate action. Management, through Human Resources Division, issues formal communications — i.e., policies, guidelines or circulars — addressing critical issues.

Our Building Management Office, through the supervision of the Real Property Division, also issues circulars on the regular preventive maintenance activities for our Main Offices in Alabang, Makati, and Cebu. This ensures that our workplaces and facilities are maintained in good condition for the safety of our employees, the people we work with, and those exposed to our activities.

The Company has Occupational Health and Safety (OSH) policy and Occupational and Health Safety Officer, Engr. Gerald B. Kim, ensures compliance of the organization with this policy. OSH information and activities are published in our latest Annual Report.

Performance Evaluation

We make use of assessment tools and key result evaluation systems that gauge the performance of the Company in relation to our long-term strategic objectives. The Board is empowered to identify key performance indicators and establish performance standards for the monitoring of the attainment of corporate objectives. We use multiple perspectives in order to derive a balanced and holistic view of how we are doing in relation to our goals. These perspectives concentrate non-financial indicators such as learning and growth indicators, understanding our Customers, improving internal business processes while also considering established financial measures. INLIFE’s recognition and rewards program rely on objective measures in order to provide fair and competitive incentives that motivate individual performance and support short term and long term corporate goals.

All newly hired INLIFERs and all newly elected Trustees are oriented on expected corporate behaviors based on INLIFE’s Code of Business Conduct and Manual on Corporate Governance (MCG). INLIFE’s annual appraisal of individual employee performance considers the INLIFER’s contribution to the corporate objectives, disclosure of their conflict of interests, if any, and their faithful compliance with the Code.

The Board of Trustees, on the other hand, undergoes an annual assessment of their performance (in compliance with Section 3.10 of the MCG) as (1) an individual Trustee, (2) as a member of the Board Committee, and as (3) a member of the Board as a whole. The Non-Executive Trustees, taking into consideration the views of the Executive Trustees, also evaluate the performance of the Chairman of the Board. The criteria for assessments are based on general responsibility of the Board, the respective Charters of each Committees and the individual roles and responsibilities of each Trustee and the process followed is in accordance with the Manual on Corporate Governance. The Board has completed their annual assessments on December 2019 in accordance with these criteria and process. The Non-Executive Trustees also assessed the performance of the Executive Chairman. The performance of the President and CEO and other Senior Management are reviewed and evaluated by the Personnel and Compensation Board Committee, in accordance with its Charter. Each of the Trustees also disclosed any material Related Party Transactions (RPT) with the Company. The Office of the Corporate Secretary facilitates and collates this annual assessment.

Aside from the objective assessments, the Trustees are given opportunities to provide ideas and suggestions on how to further enhance Board, Committee or their individual performances. The results of the assessment are submitted to the Board for their approval. The 2019 results show 100% compliance and demonstrate the Board’s effectiveness and competence as well as how each Trustee is fully committed to the achievement of the Company’s mission and vision for the interest of the Stakeholders.

Rewards and Recognition

We recognize and reward INLIFERs for their outstanding achievements within and outside the organization. We believe that rewards and recognition are anchored on performance. Thus, INLIFERs who display exemplary job performance and have the necessary competence to fulfill the responsibilities of a higher position are the best candidates for promotion. We also value and recognize their loyalty and commitment to the Company through their long years of service.

Rewarding Performance and Loyalty

Being the leading Filipino life insurer in the country, INLIFE aims to be recognized as one of the best places to work. Thus, we take pride in providing a comprehensive and industry-competitive compensation and benefits package to all our employees. Moreover, we promote fair treatment and offer equal opportunities in all aspects of employment. We also provide variable bonuses, which are determined by Management upon attainment of the yearly Corporate Performance Index.

We offer a host of benefits, such as a housing loan that an employee can avail after five years from employment date. Employees’ long years of loyal service are also rewarded by the Company through the Service Awards that are given every five years of continuous service. Likewise, we provide retirement tokens to qualified retirees in addition to benefits due under the Company’s Retirement Plan. In 2019, we implemented the Employees Leading INLIFE to Excellence (ELITE), a rewards and recognition program with the latest activities disclosed in the Annual Report.

Succession Planning

We recognize the need for the continuity of business and succession of key positions in our operations in case of contingent events. As such, our HRD, in consultation with the Operations Group Heads, determines and maintains a list of High Potential Employees (HPEs), among the Senior Personnel. The list is considered as INLIFE’s pool for succession planning. These employees are considered experts in their respective disciplines, thus, the developmental plans for these HPEs cover programs on leadership and general managerial competencies and total business perspective. HPEs are encouraged to take up masteral programs under INLIFE’s scholarship program. They are also given the opportunities to participate in courses abroad, as needed. An informal "Coaching Session" for the HPEs is done by the HRD Head, to reinforce the Company’s recognition of their valued contributions to the Company. In the event of a vacancy, the most "ready" HPE is evaluated using the job specifications of the vacant position. An appointed employee for the key post is continuously guided by the Operations Group Head/superior until the employee develops the competency requirements and confidence, usually for a one year period.

Whistleblowing Policy

We believe that good corporate governance is a responsibility of everyone. Disclosure and transparency are not only expected of INLIFE and of INLIFERs, but also encouraged in other Stakeholders. We welcome any suggestions and other feedback on our operations. We also welcome concerns and/or complaints of any Stakeholder about a possible violation of their rights. The latter may be reported to our Compliance Officer, Atty. Renato S. De Jesus, through the following contact information:

Office Telephone No.: (632) 8-582-1818

The Reporter (a.k.a. the “Whistleblower”), who may be an employee, Agent, Trustee, Member, Supplier or other Stakeholder may keep his or her identity anonymous. All reports received in good faith shall be kept confidential and will be protected from any form of retaliatory action, in accordance with the Company’s Whistleblowing Policy.

You may use this Whistleblowing Form which can be sent via e-mail to the above mentioned e-mail address.

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