Corporate Governance

The Company adheres to the international corporate governance principles of fairness, accountability and transparency. These principles guide us in the conduct of our business for the promotion and protection of our stakeholders’ interests. They are embodied in the Company’s core values.

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 management. Hence, our Board of Trustees, the primary advocates of corporate governance in the Company, works with 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 of Corporate Governance and Code of Conduct.

Compliance with the laws

The Company’s basic corporate structure, ownership and governance are documented in the Company's Articles of Incorporation and By-Laws. These Corporate papers outline the foundation of the Company as a Non-stock Mutual Life Insurance Company which includes the purpose of the Corporation, the qualifications, disqualifications and powers of the Board of Trustees, the 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 our Company.

The Annual Regular Members’ Meeting ("AMM") is one venue where we can showcase our governance program in accordance with our By-Laws and our Manual of Corporate Governance. Among other things, this is when we elect a class of Board of Trustees. The Notice of Annual Members’ Meeting , together with details and rationale of each agenda, was published in the Company Website one month prior to the AMM. The Notice is likewise published once a week, for four consecutive weeks prior to the AMM in two Newspapers of general circulation.

Each Policyholder-Member is given an Annual Members’ Meeting Kit ("AMM Kit") during the registration prior to the AMM. The AMM Kit contains various documents like the Guidelines of the Meeting, profiles of the Nominees for election and all the other Trustess, the Minutes of the previous year’s AMM, and the latest copy of the Annual Report.

The Annual Members' Meeting is documented in the latest Minutes of the AMM which includes all the agenda and all resolutions arrived at during the said meeting. A summary of these resolutions is likewise uploaded in the Company Website one day after the AMM.

Compliance with the Code of Conduct

The Company has a Code of Conduct – complementary to the Manual on Corporate Governance- which Trustees and employees use as guides in the regular performance of their duties. All Trustees, Officers, and employees are required to comply with this Code. The Code covers provisions on our guiding principles, policy on conflict of interest, general rules on personal behavior in the Workplace (includes rules on handling confidential/proprietary information, various internal controls, management and handling company resources, among others), and the disciplinary actions that may be instituted in cases of violations or breaches. In cases where breaches are discovered or are known by any of our employees, we encourage reporting to their immediate superior, to the Human Resources Head or to the Compliance Officer, depending on the gravity and urgency of the matter. All newly hired employees and all newly elected Trustees are given a copy of the Code of Conduct and Manual of Corporate Governance respectively. The Company’s annual appraisal of individual employee performance likewise considers the employee’s faithful compliance with the Code and declaration of conflict of interests, if any.

The Board of Trustees likewise undergo a rigorous annual assessment of their performance (in compliance with Section 2.9 of the Manual of Corporate Governance) 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 to ensure that independence and board balance exists and enough time is provided by the Chairman.

The Company makes use of assessment tools and key result evaluation systems such as the Balanced Scorecard System. The Balanced Scorecard System gauges the performance of the Company beyond short-term financial measures by presenting a balanced view of the Company’s financial and nonfinancial performance vis-a-vis its defined strategic objectives. The Company’s recognition and rewards program hinge on objective views in order to provide fair and competitive incentives that support long term individual and corporate performance.

Supplier Accreditation/Selection Practices

Insular Life supports and promotes fair and transparent supplier selection practices. It is the policy of the Company as a consumer of goods, merchandise and services necessary for its operations to perform its own Suppliers’ accreditation and selection. This ensures that business will only be engaged with reputable persons and entities.

A regular supplier accreditation is conducted for entities who signify their intent to do business with the Company while accredited suppliers may be offered to renew their engagements with the Company subject to submission of updated corporate information and documents. Both activities are conducted annually or as often as may be required.

Should a business transaction of material nature be related to an Officer or Trustee of the Company, prior approval of the Board is required and that the said transaction be conducted on an arm’s length basis in compliance with the Company’s By-Laws and the Manual of Corporate Governance.

Safe and Sustainable Operations

Insular Life promotes sustainable and environmentally friendly servicing both for internal and external clients. We therefore go above and beyond to ensure that our human and material resources are used efficiently and effectively at all times. The Company believes that maintaining sustainable operations across all our offices nationwide help preserve the environment, thereby minimizing the Company’s carbon footprint. It is also the policy of the Company to participate, as much as practicable, in various government efforts to reduce the country’s carbon footprint.

Safe and Sustainable use of Physical Resources

The Company provides its employees (on top of the benefits provided as required by law) and qualified Policyholders access to the Company Clinics in its Makati and Alabang Main Offices. Both clinics have in-house physicians, dentists, and other medical aides. Both are also fully equipped with an X-ray room, ECG room, and a laboratory

Various Wellness and Health programs are provided as added benefits to employees as part of the Company’s health, safety and welfare policy. Regular Health Bulletins are likewise disseminated by the Company’s Medical Department from time to time for the information and guidance of employees.

Regular fire and earthquake drills are conducted in all major Insular Life buildings, and emergency exit signs are conspicuously displayed in and around the Insular Life buildings not only to comply with Local Government Unit (LGU) rules but also to ensure the safety and welfare of all building tenants in case of an emergency

The Company was recently awarded by the Department of Environment and Natural Resources (DENR) a grant for a percentage of the cost for upgrading the Alabang Main Office’s air-conditioning system. The amount represents fifteen percent (15%) of the cost of its newly installed air-conditioning system that uses ozone-friendly refrigerants in compliance with the requirements under the Philippine Chiller Energy Efficient Project (PCEEP), a World Bank-assisted project being implemented by the Department of Environment and Natural Resources (DENR). The advantages of the new system provides low risk of system failure, low maintenance cost, more reliable system operation and an increase in operating efficiency.

Sustainable use of Technology Resources

The Company provides protection of its soft assets which includes proprietary information and technology resources. The Company has guidelines for the management and control of hardware, software, applications and shared facilities, and all data/information stored therein. These guidelines mandate the proper acquisition, distribution, installation, use, maintenance, security and disposal of all Information Technology (IT) resources. Each employee must therefore ensure the judicious use and proper maintenance of IT resources assigned to them and that these shall only be used for official purposes.

Security measures, present in all IT resources, are kept up to date and subjected to regular review/audits to ensure reliability and integrity. 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.

Harnessing Technology for Bespoke Customer Experience

The Company takes advantage of advanced technological tools to accelerate and simplify processes. The Company recently launched the Automated Underwriting (AU) system -an industry first- to quickly render an underwriting decision during the policy application process while doing away with bulk of the paper trails. The AU System uses a rules-based underwriting engine, integrated with Insular Life’s online proposal and application tools. This system is accessible to the Insular Life Financial Advisor through the Company’s online Agent Portal. Thus, as soon as a customer decides on a product, the Advisor can proceed to underwrite him through the AU System and provide immediate results after a few clicks. This hastens the application process and consequently, the delivery of the new policy. The benefit of this system is considerable; from widening of distribution channels and shortening the sales cycle, to increasing business administrative efficiency and promoting green operations. In addition, the Company introduced a Financial Planning Calculator, an online tool designed to assist individuals in organizing their personal finances toward the attainment of their financial goals. These tools help deliver the Company’s signature Magandang Araw customer experience to a broader audience as they make their way into their Magandang Bukas.

Creditor’s Rights

Insular Life as Creditor

As a creditor, Insular Life encourages a prudent approach on all its loan-related transactions. It ensures conduct of proper screening of prospective borrowers, accurate and complete loan documentation, observance of legal and regulatory reporting, and accurate, complete and proper recording of loan repayments. In case of collection, Insular Life's practices in debt collection are subject to controls to avoid abuses and deceptive practices without losing its vigilance in enforcing its rights. To further protect the interest of the stakeholders, Insular Life explores all options to collect on a debt, including the filing of the appropriate legal action/s for the purpose.

Insular Life as Debtor

The Company has no creditors but acknowledges that in case it has one, it shall comply with the requirements of the creditor for transparency and evaluation of its loan request. Likewise, Insular Life shall honor all contracted terms and conditions. It ensures that all loan-related transactions are duly authorized by the Company, consistently monitored and repaid.

Succession Planning

The Company recognizes the need for the continuity of business, relating to key positions in its operations. As such, the Human Resources Division, in consultation with Operations Group Heads, determines and maintains a list of High Potential Employees (HPEs), among the Senior Personnel. The list is considered as the Company’s pool for succession planning. These employees are considered experts in their respective disciplines, thus, the developmental plans for these HPE’s cover programs on leadership and general managerial competencies and total business perspective. The employees in the list are encouraged to take up masteral programs under the Company’s scholarship. In order to fast track the development of their managerial competencies, they are sent to the Ateneo’s Leadership and Management Development Program (mini MBA).For Executives in the "Next in Rank" list, they are sent to Asian Institute of Management Programs.

The HPEs are also given the opportunities to participate in courses abroad as needed and subject to foreign training invitations that the Company can provide budget for participation on a year to year basis. An informal "Coaching Session" for the HPEs is done by the Human Resources Division Head, to reinforce the Company’s recognition of their valued contributions to the Company. Likewise, career options are discussed without specific promise to the employee. 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

The Company believes that good corporate governance is a responsibility of everyone. Disclosure and transparency are not only expected of the Company, its officers, and employees but also encouraged in other stakeholders as well. In this regard, the Company provides avenue for all customers and stakeholders to provide feedback about the Company and its operations. A report may be made on satisfactory service rendered by our employees or agents or on programs or activities conducted by the Company. A report may also be made on any alleged breaches of policies or regulations, violations of law including bribery or corruption, mismanagement, as well as any form of complaints. Any of these reports may be addressed through the following contact information:

Atty. Renato S. De Jesus

Corporate Secretary/Compliance Officer
Head, Legal Affairs Coordinating Office
Office No.: 582-1818

The Company ensures that all reports received will be treated with utmost confidentiality and that the identity of all those who shall make the foregoing report in good faith shall be strictly protected from any form of retaliation in compliance with the Company’s Code of Conduct and other applicable laws and regulations. All reports received will be promptly investigated and all possible avenues will be explored to fully address the report/complaint.

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