BPI-Philam confidential and proprietary information. Not for distribution. Directors’ Handbook
BPI-Philam confidential and proprietary information. Not for distribution.
Directors’ Handbook
BPI-Philam confidential and proprietary information. Not for distribution.
Table of Contents
PART I Company Overview
PART II Board of Directors
PART III Board Committees
PART IV Reportorial Requirements for Directors
PART VDirectors and Officers Liability Insurance
Coverage Summary
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PART I
COMPANY OVERVIEW
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About BPI-Philam & Philam Life
About BPI-Philam
BPI-PHILAM LIFE ASSURANCE (BPLAC) CORP. is a strategic
alliance between two leading financial companies in the Philippines
– The Philippine American Life and General Insurance (PHILAM
LIFE) Company and Bank of the Philippine Islands (BPI). BPI-
Philam is also part of the AIA Group, the largest independent
publicly listed pan-Asian life insurance group – with a presence in
18 markets across the Asia-Pacific region.
About Philam Life
The Philippine American Life and General Insurance Company (Philam Life) is the
country’s premier life insurance company. Established on 21 June 1947, Philam Life has
earned the trust of customers for its financial strength, strong brand name, and ability to
deliver on its promises.
Philam Life has PHP251.4 billion in total assets as of 31 December 2017, while serving
almost 600,000 individual policyholders and over 2,200,000 insured group members.
Philam Life understands the needs of its customers and provides holistic solutions that
include life protection, health insurance, savings, education, retirement, investment,
group, and credit life insurance. It also offers bancassurance and fund management
products and services through its subsidiaries—BPI-Philam Life Assurance Company
(BPLAC) and Philam Asset Management Inc. (PAMI).
Philam Life is a member of AIA Group Limited, the largest independent publicly listed pan-
Asian life insurance group.
BPI-Philam confidential and proprietary information. Not for distribution.
About AIA
About AIA
AIA Group Limited and its subsidiaries (collectively “AIA” or the “Group”) comprise the largest independent
publicly listed pan-Asian life insurance group. It has presence in 18 markets in Asia-Pacific–wholly-owned
branches and subsidiaries in Hong Kong, Thailand, Singapore, Malaysia, China, Korea, the Philippines,
Australia, Indonesia, Taiwan, Vietnam, New Zealand, Macau, Brunei, Cambodia, a 97 per cent subsidiary in Sri
Lanka, a 49 per cent joint venture in India and a representative office in Myanmar.
The business that is now AIA was first established in Shanghai almost a century ago in 1919. It is a market
leader in the Asia-Pacific region (ex-Japan) based on life insurance premiums and holds leading positions
across the majority of its markets. It had total assets of US$221 billion as of 30 June 2018.
AIA meets the long-term savings and protection needs of individuals by offering a range of products and
services including life insurance, accident and health insurance and savings plans. The Group also provides
employee benefits, credit life and pension services to corporate clients. Through an extensive network of
agents, partners and employees across Asia-Pacific, AIA serves the holders of 32 million individual policies and
over 16 million participating members of group insurance schemes.
AIA Group Limited is listed on the Main Board of The Stock Exchange of Hong Kong Limited under the stock
code “1299” with American Depositary Receipts (Level 1) traded on the over-the-counter market (ticker symbol:
“AAGIY”).
BPI-Philam confidential and proprietary information. Not for distribution.
Capital Structure
Authorized Capital Stock - P1Billion
Subscribed & Paid-Up Capital Stock - P749,993,979.00
Par Value - P1.00 per share
Treasury Share - P6,000
Financial Year End - 31 December
Relevant Regulator - Insurance Commission
External Auditor - Isla Lipana & Company
LIST OF STOCKHOLDERS
Total No. of Amount Percent of
Name of Stockholder Shares Subscribed and Nationality Ownership
Subscribed Paid-Up
1
THE PHILIPPINE AMERICAN LIFE AND
GENERAL INSURANCE COMPANY 382,496,926 382,496,926.00
Hong Kong
SAR 51.00%
2 Chan, Jacky 1 1.00 Chinese
3 Surendra, Menon 1 1.00 Singaporean
4 Ang, Kelvin 1 1.00 Malaysian
5 Tambunting, Jesus P. 1 1.00 Filipino
6 BANK OF THE PHILIPPINE ISLANDS 357,554,432 357,554,432.00 Filipino 47.67%
7 Consing, Cezar P. 100 100.00 Filipino
8 Ang, Jesse 100 100.00 Filipino
9 Lukban, Consuelo A. 100 100.00 Filipino
10 OTHERS (Minority Stockholders) 9,942,317 9,942,317.00 Filipino 1.33%
TOTAL 749,993,979 749,993,979.00 100.00%
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Board of Directors & Corporate Officers
BOARD OF DIRECTORS
1. Jacky Chan
2. Kelvin Ang
3. Cezar P. Consing
4. Surendra Menon
5. Consuelo A. Lukban
6. Jesse Ang
7. Jesus P. Tambunting
SENIOR OFFICERS
Arleen May S. Guevara - Investment Officer
Gary James Ogilvie - Senior Vice President
Katherine P. Custodia - Head of Partnership Distribution
Sales Channels
Jose Ivan Tuazon Justiniano - Head of Compliance
Joseph G. De Dios - Chief Risk Officer
Shiela P. Alarcio - Head of Audit
Arvin C. Matuloy - Head of Treasury
J. Vincent R. Daffon - Head of Fixed Income Securities Trading
Charline D. Chan-Fong - Appointed Actuary
Monica F. Bondoc - Head of Human Resources
Yvette Michelle L. Yao - Head of Enterprise Digital Development
& Business Analytics
Melissa M. Escala - Head of Shared Services Management
Ma. Loisa H. Celorico - Head of Strategy and Customer
Segments
Patrick Gerard Joseph B. Lim - Head of Partnership Distribution
Support
Cecile G. Lizares - Head of Institutional Division
Celeste Joy C. Linsangan - Head of Partnership Customer
Marketing
OTHERS
Johannes D. De Ramos - Head of Direct Marketing- Citi-AIA
Felisa B. Ronan - Head of Preferred Segment
Jenny Anne T. Dones - Asst. Corporate Secretary
CORPORATE OFFICERS
Wing Shing (Jacky) Chan - Chairman of the Board
Surendra Menon - Chief Executive Officer
Spencer T. Yap - Treasurer and Chief Finance
Officer
Carla J. Domingo - Corporate Secretary
Ace Devino A. Custodio - Asst. Corporate Secretary
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Our Affiliates
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Philam Group Structure
PHILAM EQUITABLE LIFE ASSURANCE COMPANY, INC.(formerly Equitable-PCI Life
Insurance Corporation)
Philam Life 100%
AUTHORIZED CAPITAL STOCKP600,000,000.00
Subscribed & Paid-up:P250,000,000.00
Par Value: P10.00
PHILAM PROPERTIES CORP.
Philam Life 100%
Authorized Capital Stock:P625,000,000.00
a.) Common - P300Mb.) Preferred 'B' - P325M
Subscribed & Paid-up Capital Stock:P400 Million
a.) Common - P75Mb.) Preferred 'B' - P325M
Par Value: P100.00
TOWER CLUB, INC.
Philam Properties 80.000%Others 20.000%
AUTHORIZED CAPITAL STOCKP262,000,000
600 Club A Shares (P200,000/share)1,400 Club B Shares (P100,000/share)
2,000 Club C Shares (P1,000/share)
Subscribed Capital: P262,000,000 600 Club A Shares
1,400 Club B Shares2,000 Club C Shares
Paid-up Capital: P262,000,000.00
PHILAMLIFE TOWER MGMT. CORP.
% OF OWNERSHIP AS TO TOTALSSS 30.4196%Philam Life 33.9964%PRC 10.8659%PPC 6.6050%KRC 3.3330%BPI-AMTG (as trustee of PERF)
14.7801%
AUTHORIZED CAPITAL STOCK: P15MP7,500,000 CommonP7,500,000 Redeemable
SUBSCRIBED & PAID-UP: P8,800,000 P7,088,054 CommonP1,711,946 Redeemable
Par Value: P1.00
PHILAMLIFE TOWER CONDOMINIUM CORP.
(Non-Stock Corporation)
UNIT OWNERSPhilam Life 32.7558%PPC 2.6458%PTRC (ITF PPC) 2.1848%18/F 1.5988%SSS 26.9578%PTRC (ITF SSS) 2.1103%45/F 1.2768%
BPI-AMTG (as trustee of PERF)
14.0485%Perf Realty Corp.
10.3873%Kapatiran Realty Corp. 3.1661%Wilfredo Keng 1.5824%Frabelle Properties 0.7438%BPI Family Bank (Far East) 0.5418%
PHILAM CALL CENTER SERVICES, INC.
(Formerly Philam Insurance Agency & Call Center Services,
Inc.)
Philam Life 100%
AUTHORIZED CAPITAL STOCKP80,000,000
Subscribed Capital:P20,000,000
Paid-up Capital:P8,000,000
Par Value: P100.00
THE PHILIPPINE AMERICAN LIFE AND GENERAL INSURANCE (PHILAM LIFE) COMPANY
Authorized Capital Stock: P2,000,000,000 Subscribed and Paid-Up: P1,995,606,710.00No. of Shares Issued & Outstanding: 199,560,671 shares
Treasury Shares: 439,329 sharesPar Value: P10.00
AIA COMPANY LIMITED
KAPATIRAN REALTY CORP.
Philam Life 40.0000%PERF Realty Corp. 30.0000%BPI/SPSP/PERF 30.0000%
AUTHORIZED CAPITAL STOCKP20,000,000.00
Subscribed & Paid-up:P18,975,000.00
Par Value: P100.00
PERF REALTY CORP.
Philam Life 39.0000%
BPI as Trustee 61.0000%of Philamlife EmployeesRetirement Fund (PERF)
AUTHORIZED CAPITAL STOCKP80,000,000.00
Subscribed & Paid-up:P72,175,000.00
Par Value: P100.00
PHILAM ASSET MANAGEMENT, INC.
Philam Life 100%
AUTHORIZED CAPITAL STOCKP250,000,000.00
Subscribed & Paid-up:P170,000,000.00
Par Value: P100.00
PHILAM FOUNDATION, INC.
MEMBERS:PHILAM LIFE; BPI-Philam Life
Assurance Corp.; Philam Asset Mgmt., Inc.; Philam Call Center Services, Inc.; Philam Properties
Corporation
INITIAL CONTRIBUTION:P50,000
BPI-PHILAM LIFE ASSURANCE (BPLAC)
CORPORATION(formerly Ayala Life Assurance, Inc.)
Philam Life 51.0000%BPI 47.6743%Others 1.3257%
AUTHORIZED CAPITAL STOCKP1 Billion
Subscribed & Paid-up:P749,993,979.00
Treasury Shares:P6,000.00
Par Value: P1.00
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PART II
BOARD OF DIRECTORS
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Composition, General Power, Duties &
Responsibilities of the Board of Directors
Article VI of the Articles of Incorporation provides that the government of the Corporation
shall be under a Board of Directors composed of eleven (11) directors.
TITLE III
BOARD OF DIRECTORS/TRUSTEES/OFFICERS
Sec. 23. The board of directors or trustees. - Unless otherwise provided in this Code, the corporate
powers of all corporations formed under this Code shall be exercised, all business conducted and all
property of such corporations controlled and held by the board of directors or trustees to be elected
from among the holders of stocks, or where there is no stock, from among the members of the
corporation, who shall hold office for one (1) year until their successors are elected and qualified.
Every director must own at least one (1) share of the capital stock of the corporation of which he is a
director, which share shall stand in his name on the books of the corporation. Any director who ceases
to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director
shall thereby cease to be a director. Trustees of non-stock corporations must be members thereof. A
majority of the directors or trustees of all corporations organized under this Code must be residents of
the Philippines.
Articles of
Incorporation
Corporation Code
of the
Philippines
By-Laws
ARTICLE IV
BOARD DIRECTORS
Section 2. The Board of Directors shall consist of 11 members, which may be changed to an
odd number not fewer than five not more than 15 by resolution of the Board of Directors in
accordance with law. The 11 members of the Board shall consist of five A Directors and one
independent director nominated by Stockholder A, and four B Directors and one independent
director nominated by Stockholder B. No reduction in the number of directors may be made unless
corresponding vacancies exist a s result of deaths, resignations, expiration of terms of office, or
other actions provided by these By-Laws.
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Duties and Responsibilities of the Board
MANUAL OF CORPORATE GOVERNANCE
In fulfilling its mission, the duties and responsibilities of BPLAC Board of Directors include, but are not limited to, the following:
• Review and approve strategic and business plans, including operating and capital plans of the Company.
• Oversee the conduct of BPLAC’s business to ensure that it is properly managed, and its dealings with policyholders, claimants, and creditors are fair and equitable.
• Identify principal business risks and ensure the implementation of appropriate risk management system to specifically manage the underwriting, reinsurance, investment, financial, and operational risks of the Company.
• Approve corporate policies in core areas of operations, specifically underwriting, investments, reinsurance, and claims management.
• Develop and implement an investor relations program or adopt shareholder communications policy for BPLAC.
• Review the adequacy and the integrity of BPLAC’s internal control systems and management information systems including systems for compliance with the Insurance Code and other applicable laws, regulations, rules, directives, and guidelines.
• Declare Policyholders dividends.
• Elect Director/s to fill vacancies on the Board.
• Elect BPLAC’s Chairman of the Board and its Chief Executive Officer
• Plan for the succession of the BPLAC Chairman of the Board and the Chief Executive Officer
• Determine compensation for Non-employee Directors.
• Select and appoint officers who are qualified to administer insurance affairs soundly and effectively, and establish an adequate selection process for all personnel.
• Apply fit and proper standards on personnel who must have integrity, technical expertise, and experience in the institution’s business, either current or planned, which is the key consideration in the selection process.
• Establish an appropriate personnel compensation package that is consistent with the interest of all its stakeholders.
• Review and approve material transactions not in the Company’s ordinary course of business.
• Establish a system of check and balance which applies to the Board and its members.
• Have an appropriate reporting system so that the Board can monitor assess and control the performance of Management.
• Present to all its members and shareholders a balanced and understandable assessment of the Company’s performance and financial conditions.
• Appoint a Compliance Officer who shall be responsible for coordinating, monitoring, and facilitating compliance with existing laws, rules and regulations.
• Engage the services of a Corporate Secretary who must ensure that all appointments are properly made, that all necessary information are obtained from the directors, both for the Company’s own records and for the purposes of meetings statutory obligations, as well as obligations arising from the requirements of the Insurance Commission and other regulatory agencies.
• Approve the Charter, By-laws, Directors Rules and Regulations, Corporate Governance Guidelines, Code of Business Conduct and Ethics, and other corporate governance documents, as may be appropriate, and any amendments thereto, and ensure the fulfillment of all duties and responsibilities set forth therein.
• Such other duties and responsibilities as may be required by applicable law or regulation or Company policy or any other matter over which the Board has authority.
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Qualifications and Disqualification of a Director
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Qualifications and Disqualification of a Director (cont’d)
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Qualifications and Disqualification of a Director (cont’d)
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Qualifications and Disqualification of a Director (cont’d)
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Kinds of Directors
Executive Director
Refers to a director who is at the same time appointed to hea d a department/unit within the corporate organization.
Non-Executive Director
Refers to a Board member with non-executive functions.
Independent
Non- Executive Director
Refers to a person other than an officer or employee of the corporation, its parent or subsidiaries, or any other individual having any relationship with the corporation, which could interfere with the exercise of independent judgment in carrying out the responsibilities of a director. This means that apart from the director’s fees and shareholdings, he should be independent of management and free from any business or other relationship that could materially interfere with the exercise of his independent judgment.
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Board Balance and Independence
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PART III
BOARD COMMITTEES
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Constitution Terms of Reference
Audit & RPT Committee
Audit & RPT Committee
Description/Background
The Audit and RPT Committee is authorized by the Board
to investigate any activity within the Terms of Reference
and to seek any information it requires from any
employees and all employees are directed to co-operate
with any request made by the Audit and RPT Committee.
Composition
• Jesse Ang (Chair)
• Jesus P. Tambunting
• Kelvin Ang
Frequency Quarterly
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Constitution Charter
Governance, Compensation
and Nomination Committee
Governance, Compensation and
Nomination Committee
Description/Background
The Committee shall assist the Bplac Board of Directors in
ensuring compliance with and proper observance of corporate
governance principles and practices. The Committee shall also
ensure the observance of the nomination and compensation
policies and functions of the Board. In furtherance of this purpose
Bplac Governance, Nomination and Compensation Committee
shall have the following responsibilities and authority:
Composition
• Kelvin Ang (Chair)
• Jesus P. Tambunting
• Cezar P. Consing
Frequency Twice a year
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Constitution Charter
Board Risk Committee
Board Risk Committee
Description/Background
The Board has, among other things, the responsibility to determine the Risk
Appetite, the Risk Management Statement and the Risk Management Framework.
The Board Risk committee shall provide advice to and assist the Board in reviewing
and recommending the Risk Appetite, the Risk Management Statement and the
Risk Management Framework. The Board Risk Committee shall approve the Risk
Measurement Systems and Metrics.
The BRC shall be composed of five (5) members, one (1) of whom shall act as
Chairperson. The Chairperson is preferred to be an independent director or a non-
executive director. At least one (1) member will be an independent director. If the
Chairperson is not present at a meeting the BRC may appoint an Acting
Chairperson.
Composition
• Cezar P. Consing (Chair)
• Jesus P. Tambunting
• Surendra Menon
Frequency Quarterly
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Executive Committee
Executive Committee
Description/Background
Such Committee shall have and may exercise all the powers of the
Board of Directors during the interval between meetings, which may be
lawfully delegated, subject to such limitations as may be provided by
resolution of the Board. Of Directors.
Composition • Kelvin Ang (Chair)
• Cezar P. Consing (Vice-Chair)
• Surendra Menon
• Consuelo A. Lukban (as alternate for Mr. Consing)
Frequency On Call
Constitution Article V, Section 1 of the By-Laws
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Constitution Charter
Investments Committee
Investments Committee
Description/Background
Such Committee shall have and may exercise all the powers of the
Board of Directors concerning investments during the interval between
its meetings, which may be lawfully delegated, subject to such
limitations as may be provided by the Board.
Composition
• Arleen May S. Guevara (Chair)
• Surendra Menon
• Consuelo A. Lukban
• Spencer T. Yap
• Joseph G. De Dios
Frequency Quarterly
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PART IV
REPORTORIAL REQUIREMENTS
FOR DIRECTORS
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INSURANCE COMMISSION (IC)Report/Document Filing Period In Compliance with Required Form(s)
1Resumewithin 30 days upon election/appointment
Fit and proper requirements of 187 of the Insurance Code
2Biographical Data Certificationwithin 30 days upon election/appointment
IC Circular Letter No. 35-2006
3Certificate of Attendance on Corporate Governance Seminar
within the first six (6) months of their assumption to office and with the corresponding proof of compliance
IC Circular Letter No. 12-2004(to be issued by the accredited
training institution)
SECURITIES AND EXCHANGE COMMISSION (SEC)Report/Document Filing Period In Compliance with Required Form(s)
1Certification of Independent Directorswithin 30 days upon election/appointment
Section 38 of the Securities Regulation Code (SRC)
OFFICE OF THE CORPORATE SECRETARYReport/Document Filing Period Required Form(s)
1Declaration of Trust and Indemnity Undertaking
within 30 days upon election/appointment
2Assignment Separate from Certificate upon issuance of stock certificate
3DOSRI Annual Certification annual (every January)
4Data Privacy Consent Formwithin 30 days upon election/appointment
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PART V
DIRECTORS AND OFFICERS LIABILITY INSURANCE
COVERAGE SUMMARY
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Scope of Coverage
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Coverage Limits
Summary of key D&O Liability Insurance covers:
Type of Policy
Coverage
Limit
D&O Liability Insurance
Total aggregate for all Loss, arising out of all Claims and Investigations under all Insuring Agreements combined (including Defense Costs and Legal Representation Expenses).
US$ 25 M
Coverage
Limit
Insuring Agreement B and Indemnifiable
Loss
(i) Claims falling under the jurisdiction of the courts in the United States
of America or settled by compromise in the United State of America: (a) alleging violation of any of the provisions of the Securities Act of
1993, the Securities Exchange Act 1934 or any similar federal or state law or any common law relating thereto:
(b) alleging an Employment Related Wrongful Act: (c) for all other Claims:
(ii) Claims falling anywhere in the world other than the United States of America: (a) Alleging violation of any securities laws or provisions common or
statutory; (b) Alleging an Employment Related Wrongful Act: (c) For all other Claims:
US$ 250,000.00
US$ 250,000.00
US$ 250,000.00 US$ 250,000.00
US$ 50,000.00
US$ 50,000.00 US$ 50,000.00
Insuring Agreement C
(i) Investigations falling under the jurisdiction of the courts in the United
States of America or settled by compromise in the United States of America;
(ii) Investigations falling anywhere in the world other than the United States of America:
US$ 250,000.00
US$ 250,000.00
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Who is Covered?
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Exclusions