Previous Corporate Governance Scorecards
2022
ACGR
|
Annual Corporate Governance Report 2022 |
2020
ACGR
|
Annual Corporate Governance Report 2020 |
|
|
|
2019
Part A
|
Company Name: Pru Life Insurance Corporation of U.K. Financial Year End: 2019 Sector: Insurance Company Structure: Class 1 |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1 |
Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? |
OECD Principle II: The Rights of Shareholders and Key Ownership Functions (A) Basic shareholder rights should include the right to, amongst others: (6) share in the profits of the corporation. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Right to participate in decisions concerning fundamental corporate changes. |
||||
|
|
Do shareholders have the right to participate in: |
|
|
|
|
A.2.1 |
Amendments to the company's constitution? |
OECD Principle II (B) Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: (1) amendments to the statutes, or articles of incorporation or similar governing documents of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.2 |
The authorisation of additional shares? |
OECD Principle II (B): (2) the authorisation of additional shares |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.3 |
The transfer of all or substantially all assets, which in effect results in the sale of the company? |
OECD Principle II (B): (3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
||||
|
A.3.1 |
Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
OECD Principle II (C):
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.2 |
Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
N/A
|
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.3 |
Does the company allow shareholders to elect directors/commissioners individually? |
Y |
Please see item VI of the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019, which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019
Please see the Certification stating that the Shareholders were allowed to individually elect the directors of Pru Life UK in the Annual Meeting of the Shareholders held on 20 June 2019. Certification on Election of Directors
|
|
|
A.3.4 |
Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds? |
OECD Principle II (C): Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.5 |
Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? |
OECD Principle II (C): (2) Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015. Even if this item is not applicable, Pru Life UK is still compliant with the same. Please see item VII of the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019 which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 |
|
A.3.6 |
Do the minutes of the most recent AGM record questions and answers? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015. Even if this item is not applicable, Pru Life UK is still compliant with the same. Please see item VII of the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019 which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 |
|
|
A.3.7 |
Does the disclosure of the outcome of the most recent AGM include resolution(s)? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019, which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 |
|
|
A.3.8 |
Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019, which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 |
|
|
A.3.9 |
Does the company disclose the list of board members who attended the most recent AGM? |
OECD Principle II (C); and ICGN 2.4.2: All directors need to be able to allocate sufficient time to the board to perform their responsibilities effectively, including allowing some leeway for occasions when greater than usual time demands are made. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019, which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 |
|
A.3.10 |
Did the chairman of the board of directors/commissioners attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019, which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 |
|
|
A.3.11 |
Did the CEO/Managing Director/President attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019, which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 |
|
|
A.3.12 |
Did the chairman of the Audit Committee attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019, which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 |
|
|
A.3.13 |
Did the company organise their most recent AGM in an easy to reach location? |
OECD Principle II (C) |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019, which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 Please see the Notice of the Annual Meeting of the Shareholders held on 20 June 2019. |
|
A.3.14 |
Does the company allow for voting in absentia? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.15 |
Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
OECD Principle II (C) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.16 |
Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.17 |
Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? |
OECD Principle II (C) (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 20 June 2019 within the same day. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 with time stamp |
|
A.3.18 |
Do companies provide at least 21 days notice for all resolutions? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 20 June 2019 which was sent to all Shareholders on 24 May 2019, which is at least 21 days (27 days, to be exact) prior to the said Annual Meeting. Notice of the Annual Meeting of Shareholders held on 20 June 2019 with Annexes A (Profiles of Board Members) and B (External Auditor) |
|
|
A.3.19 |
Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
Y |
Please see the Notice and Agenda of the Annual Meeting of the Shareholders held on 20 June 2019. |
|
|
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner. |
||||
|
A.4.1 |
In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? |
OECD Principle II (E): Markets for corporate control should be allowed to function in an efficient and transparent manner. (1) The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that the investors understand their rights and recourse. Transactions should occur at transparent prices under fair conditions that protect the rights of all shareholders according to their class. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
||||
|
A.5.1 |
Does the Company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company? |
OECD Principle II (F) The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part B
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
B.1 Shares and voting rights |
||||
|
B.1.1 |
Do the company's ordinary or common shares have one vote for one share? |
OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (1) Within any series of a class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected. ICGN 8.3.1 Unequal voting rights Companies ordinary or common shares should feature one vote for one share. Divergence from a ‘one-share, one-vote’ standard which gives certain shareholders power which is disproprotionate to their equity ownership should be both disclosed and justified.
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.1.2 |
Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website/reports/the stock exchange/the regulator's website)? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2 Notice of AGM |
||||
|
B.2.1 |
Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? |
OECD Principle II (C) Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern shareholder meetings: (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions such as the nomination and election of board members, should be facilitated.
OECD Principle II (A) All shareholders of the same series of a class should be treated equally. (4) Impediments to cross border voting should be eliminated.
ICGN 8.3.2 Shareholder participation in governance Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors in an individual basis and also the right to appoint external auditor.
ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019 which is subject to the approval of the Shareholders at the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of Shareholders dated 20 June 2019 |
|
B.2.2 |
Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 20 June 2019 which was drafted in English which is also the local language. Notice of the Annual Meeting of Shareholders held on 20 June 2019 with Annexes A (Profiles of Board Members) and B (External Auditor) and proxy form |
|
|
|
Does the notice of AGM/circulars have the following details: |
|
|
|
|
B.2.3 |
Are the profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/reelection included? |
Y |
Please see Annex A of the Notice and Agenda of the Annual Meeting of the Shareholders held on 20 June 2019. |
|
|
B.2.4 |
Are the auditors seeking appointment/re-appointment clearly identified? |
Y |
Please see Annex B of the Notice and Agenda of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders held on 20 June 2019 with Annex B (External Auditor) |
|
|
B.2.5 |
Has an explanation of the dividend policy been provided? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.6 |
Is the amount payable for final dividends disclosed? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.7 |
Were the proxy documents made easily available? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.3 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.3.1 |
Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.3.2 |
Are the directors and commissioners required to report their dealings in company shares within 3 business days? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4 Related party transactions by directors and key executives. |
||||
|
B.4.1 |
Does the company have a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest? |
OECD Principle III (C) Members of the board and key executives should be required to disclose to the board whether they, directly or indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation. ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.4.2 |
Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? |
Y |
Please refer to the attached Related Party Transactions Policy of Pru Life UK. Related Party Transactions Policy Please refer to the attached Charter of the Related Party Transactions Committee. |
|
|
B.4.3 |
Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4.4 |
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.5 Protecting minority shareholders from abusive actions |
||||
|
B.5.1 |
Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies? |
OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (2) Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress. |
N |
Please see pages 58 to 60 of the 2019 Audited Financial Statements filed with the Securities and Exchange Commission, particularly item 26 on Related Party Transactions. |
|
B.5.2 |
Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? |
Y |
Please refer to the attached Related Party Transactions Policy of Pru Life UK. Related Party Transactions Policy Please also see the sub-section entitled "Related Party Transactions" under the section on "Corporate Governance" in pages 156-157 of the 2019 Annual Report. |
|
Part C
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
|
Does the company disclose a policy that: |
|
|
|
|
C.1.1 |
Stipulates the existence and scope of the company’s efforts to address customers’ welfare? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. In all OECD countries, the rights of stakeholders are established by law (e.g. labour, business, commercial and insolvency laws) or by contractual relations. Even in areas where stakeholder interests are not legislated, many firms make additional commitments to stakeholders, and concern over corporate reputation and corporate performance often requires the recognition of broader interests. Global Reporting Initiative: Sustainability Report (C.1.1 – C.1.5) International Accounting Standards 1: Presentation of Financial Statements |
Y |
Please see below the Customer Health, Safety and Welfare Policies of Pru Life UK. |
|
C.1.2 |
Explains supplier/contractor selection practice? |
Y |
Please see below the Outsourcing Policies and Procedures of Pru Life UK. Outsourcing and Procurement Policies, Procedures and Activities |
|
|
C.1.3 |
Describes the company’s efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Group Environment Policy of Prudential plc. Please see the links below. Code of Business Conduct and Activities
|
|
|
C.1.4 |
Elaborates the company’s efforts to interact with the communities in which they operate? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Community Investment Policy of Prudential plc. Please see the links below.
Code of Business Conduct and Activities
Further, in line with the thematic pillars of Education, Safety and Health, Pru Life UK runs sustainable initiatives in partnership with local and international organizations. Pru Life UK also works to engage its employees in volunteer efforts that create a positive impact on communities. These programmes are in support of the regional strategy of Prudence Foundation, Prudential’s community investment arm in Asia. The foregoing can be accessed in the corporate social responsibility section of Pru Life UK’s website through the link below. |
|
|
C.1.5 |
Describe the company’s anti-corruption programmes and procedures? |
Y |
Please see below Pru Life UK’s Anti-Bribery and Corruption Policy and Activities.
Pru Life UK's Anti-Bribery and Corruption Policy and Activities |
|
|
C.1.6 |
Describes how creditors’ rights are safeguarded? |
Y |
Please see attached disclosure on the protection of creditors' rights.
|
|
|
|
Does the company disclose the activities that it has undertaken to implement the above mentioned policies? |
|
|
|
|
C.1.7 |
Customer health and safety |
OECD Principle IV (A) & Global Reporting Initiative |
Y |
Please refer to the attached Customer Health, Safety and Welfare Policies of Pru Life UK which also provide the activities Pru Life UK has undertaken to implement said policies. |
|
C.1.8 |
Supplier/Contractor selection and criteria |
Y |
Please see below the Outsourcing and Procurement Policies, Procedures and Activities of Pru Life UK which provide the activities Pru Life UK has undertaken to implement said policies.
Outsourcing and Procurement Policies, Procedures and Activities |
|
|
C.1.9 |
Environmentally-friendly value chain |
Y |
Please refer to pages 2 to 3 of the attached for the activities implemented by Pru Life UK for the year 2019 to promote an environment-friendly value chain. |
|
|
C.1.10 |
Interaction with the communities |
Y |
Please see the following links to corporate social responsibility press releases in 2019: Volunteering - On May 20-22, 2019, for the 8th consecutive year, Pru Life UK mobilized its employee-volunteers to support DepEd's annual Brigada Eskwela program. Please see link below for the details. Pru Life UK supports Brigada Eskwela for the 8th consecutive year
Education - On June 7, 2019, Pru Life UK, Prudence Foundation, and Cha-Ching partner, JA Philippines, visited the DepEd division of Puerto Princesa, Palawan to share program updates with Cha-Ching partner schools in the area. Please see link below for the details.
Cha-Ching visits partner schools in Puerto Princesa to share program developments
Education - On July 19, 2019, Pru Life UK, through Prudence Foundation, makes available all Cha-Ching curriculum materials online for educators from Cha-Ching partner schools. Please see link below for details.
Prudence Foundation's Cha-Ching curriculum materials now available online
Education - On September 6, 2019, Pru Life UK through Prudence Foundation, joins British Embassy Manila during the send-off of Chevening scholars from the Philippines—including two Filipinos sponsored by the Foundation who will take up post-graduate studies on education and financial literacy in the UK. Please see links below for details.
Pru Life UK and British government fund Filipinos to study in the UK
Pru Life UK grants Chevening Scholarship to Bikolano FinLit advocate
Safety - On November 7, 2019, Pru Life UK renews its third year of partnership with the Metro Manila Development Authority (MMDA) for the SAFE STEPS Road Safety program, which includes the provision of free group personal accident insurance coverage to MMDA staff/personnel. Please see link below for details.
Pru Life UK renews road safety partnership with MMDA in 2019
Community outreach - On September 24, 2019, Pru Life UK donates bicycles to Subic Bay Metropolitan Authority as aprt of its shared advocacy on cycling. Please see link below for details.
Pru Life UK donates 100 bikes to Subic Bay Metropolitan Authority
Community outreach - On December 22, 2019, Pru Life UK holds its annual Christmas gift-giving activity for its adopted communities in Bantayan, Cebu. Please see link below for details.
Pru Life UK brings in the gift-giving spirit to Bantayan Communities |
|
|
C.1.11 |
Anti-corruption programmes and procedures |
Y |
Please refer to pages 2 to 3 of the attached for the activities that Pru Life UK has undertaken to implement its Anti-Bribery and Corruption Policy. Pru Life UK Anti-Bribery and Corruption Policy and Activities |
|
|
C.1.12 |
Creditors' rights |
Y |
Please see attached the activities implemented by Pru Life UK for the year 2019 to protect creditors’ rights. |
|
|
C.1.13 |
Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section? |
OECD Principle V (A): Disclosure should include, but not be limited to, material information on: (7) Issues regarding employees and other stakeholders. Companies are encouraged to provide information on key issues relevant to employees and other stakeholders that may materially affect the long term sustainability of the company. |
Y |
The corporate social responsibility (“CSR”) section of the website of Pru Life UK reports the Company’s CSR activities. The CSR section is available at the link below. |
|
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. |
||||
|
C.2.1 |
Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? |
OECD Principle IV (B): Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. The governance framework and processes should be transparent and not impede the ability of stakeholders to communicate and to obtain redress for the violation of rights. |
Y |
Please see the sub-section entitled “Speak Out Confidential Helpline (Whistle Blowing Policy)” under the section of “Corporate Governance” in page 154 of the 2019 Annual Report. 2019 Pru Life UK Annual Report
Please also see Pru Life UK’s website which provides a channel via the PRUHotline for customers and the general public to raise their concerns. |
|
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop. |
||||
|
C.3.1 |
Does the company explicitly disclose the health, safety, and welfare policy for its employees? |
OECD Principle IV (C): Performance-enhancing mechanisms for employee participation should be permitted to develop. In the context of corporate governance, performance enhancing mechanisms for participation may benefit companies directly as well as indirectly through the readiness by employees to invest in firm specific skills. Firm specific skills are those skills/competencies that are related to production technology and/or organizational aspects that are unique to a firm. Examples of mechanisms for employee participation include: employee representation on boards; and governance processes such as works councils that consider employee viewpoints in certain key decisions. With respect to performance enhancing mechanism, employee stock ownership plans or other profit sharing mechanisms are to be found in many countries. |
Y |
Please see attached the Health, Safety and Welfare Policies of Pru Life UK for its employees. This is disclosed in Pru Life UK’s intranet and is readily accessible to all employees. |
|
C.3.2 |
Does the company publish relevant information relating to health, safety and welfare of its employees? |
|
Please refer to the attached for the activities implemented by Pru Life UK for the year 2019 relating to the health, safety, and welfare of its employees. This is published in Pru Life UK's intranet and is readily accessible to all employees. |
|
|
C.3.3 |
Does the company have training and development programmes for its employees? |
Y |
Please see attached the training and development programmes provided by Pru Life UK for its employees for the year 2019. |
|
|
C.3.4 |
Does the company publish relevant information on training and development programmes for its employees? |
Y |
Please see attached relevant information on training and development programmes provided by Pru Life UK for its employees for the year 2019.
|
|
|
C.3.5 |
Does the company have a reward/compensation policy that accounts for the performance of the company beyond shortterm financial measures? |
Y |
Please see attached disclosure on the Prudential compensation program which accounts for the performance of Pru Life UK and other subsidiaries beyond the short-term financial measures. |
|
|
C.4 Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
||||
|
C.4.1 |
Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour? |
OECD Principle IV(E): Stakeholders, including individual employees and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
Y |
Please see attached policies of Pru Life UK which include the procedures for handling complaints by employees concerning illegal and unethical behaviour. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
C.4.2 |
Does the company have a policy or procedure to protect an employee/person who reveals illegal/unethical behavior from retaliation? |
Y |
Please see attached policies of Pru Life UK which include the procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
Part D
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
D.1 Transparent ownership structure |
||||
|
D.1.1 |
Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? |
OECD Principle V: Disclosure and Transparency (A) Disclosure should include, but not limited to, material information on: (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, and beneficial ownership ICGN 7.6 Disclosure of ownership ...the disclosure should include a description of the relationship of the company to other companies in the corporate group, data on major shareholders and any other information necessary for a proper understanding of the company’s relationship with its public shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.1.2 |
Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.3 |
Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.4 |
Does the company disclose the direct and indirect (deemed) shareholdings of senior management? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.5 |
Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/vehicles (SPEs)/ (SPVs)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.2 Quality of Annual Report |
||||
|
|
Does the company's annual report disclose the following items: |
|
|
|
|
D.2.1 |
Key Risks |
OECD Principle V (A): (1) The financial and operating results of the company; (2) Company objectives, including ethics, environment, and other public policy commitments; (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, beneficial ownership; (4) Remuneration policy for members of the board and key executives, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board; (6) Foreseeable risk factors, including risk management system; (7) Issues regarding employees and other stakeholders; (8) Governance structure and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.
OECD Principle V (E): Channels for disseminating information should provide equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the section entitled “Risk management (Key risks)” in pages 158-159 of the 2019 Annual Report. |
|
D.2.2 |
Corporate Objectives |
Y |
Please see the section entitled “Corporate objectives, mission, vision, and guiding principles” in pages 8-9 of the 2019 Annual Report. |
|
|
D.2.3 |
Financial Performance Indicators |
Y |
Please see the section entitled “Management’s discussion and analysis (Financial and non-financial performance indicators)” in pages 10-13 of the 2019 Annual Report. |
|
|
D.2.4 |
Non-Financial Performance Indicators |
Y
|
Please see the section entitled “Management’s discussion and analysis (Financial and non-financial performance indicators)” in pages 10-13 of the 2019 Annual Report. |
|
|
D.2.5 |
Dividend Policy |
Y |
Please see the sub-section entitled “Dividend policy” under the section on “Corporate governance” in page 153 of the 2019 Annual Report. |
|
|
D.2.6 |
Details of whistle-blowing policy |
Y |
Please see the sub-section entitled “Speak Out Confidential Helpline (Whistle Blowing Policy)” under the section on “Corporate governance” in page 104 of the 2019 Annual Report. |
|
|
D.2.7 |
Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners |
Y |
Please see the sub-section entitled “The Board of Directors” under the section on “Corporate governance” in pages 144-147 of the 2019 Annual Report. |
|
|
D.2.8 |
Training and/or continuing education programme attended by each director/commissioner |
Y |
Please see the sub-section entitled “Training and continuing education programme of directors” under the section on “Corporate governance” in page 148 of the 2019 Annual Report. |
|
|
D.2.9 |
Number of board of directors/commissioners meetings held during the year |
Y |
Please see the sub-section entitled “Board meetings” under the section on “Corporate governance” in page 149 of the 2019 Annual Report.
|
|
|
D.2.10 |
Attendance details of each director/commissioner in respect of meetings held |
Y |
Please see the sub-section entitled “Board meetings” under the section on “Corporate governance” in pages 149-150 of the 2019 Annual Report.
|
|
|
D.2.11 |
Details of remuneration of each member of the board of directors/commissioners |
Y |
Please see the sub-section “Fee Structure and Remuneration of Directors” under the section on “Corporate governance” in the 2019 Annual Report. |
|
|
|
Corporate Governance Confirmation Statement |
|
|
|
|
D.2.12 |
Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? |
OECD PRINCIPLE V (A) (8) UK CODE (JUNE 2010): Listing Rules 9.8.6 R (for UK incorporated companies) and 9.8.7 R (for overseas incorporated companies) state that in the case of a company that has a Premium listing of equity shares, the following items must be included in its Annual Report and accounts: a statement of how the listed company has applied the Main Principles set out in the UK CG Code, in a manner that would enable shareholders to evaluate how the principles have been applied; a statement as to whether the listed company has complied throughout the accounting period with all relevant provisions set out in the UK CG Code; or not complied throughout the accounting period with all relevant provisions set out in the UK CG Code, and if so, setting out:
ASX CODE: Under ASX Listing Rule 4.10.3, companies are required to provide a statement in their Annual Report disclosing the extent to which they have followed the Recommendations in the reporting period. Where companies have not followed all the Recommendations, they must identify the Recommendations that have not been followed and give reasons for not following them. |
Y |
Please see the sub-section entitled “Code of corporate governance” under the section on “Corporate governance” in page 154 of the 2019 Annual Report.
|
|
D.3 Disclosure of related party transactions (RPT) |
||||
|
D.3.1 |
Does the company disclose its policy covering the review and approval of material/significant RPTs? |
OECD Principle V: Disclosure and Transparency
ICGN 2.11.1 Related party transactions The company should disclose details of all material related party transactions in its Annual Report. |
Y |
Please refer to the attached Related Party Transactions Policy of Pru Life UK. Related Party Transactions Policy Please also see the sub-section entitled "Related Party Transactions" under the section on "Corporate Governance" in pages 156-157 of the 2019 Annual Report. |
|
D.3.2 |
Does the company disclose the name of the related party and relationship for each material/significant RPT? |
Y |
Please see pages 58-60 of the 2019 Audited Financial Statements filed with the Securities and Exchange Commission (SEC), particularly item 26 on Related Party Transactions. 2019 Audited Financial Statements Please also see the sub-section entitled “Related Party Transactions” under the section on “Corporate governance” in pages 156-157 of the 2019 Annual Report. |
|
|
D.3.3 |
Does the company disclose the nature and value for each material/significant RPT? |
Y |
Please see pages 58-60 of the 2019 Audited Financial Statements filed with the Securities and Exchange Commission (SEC), particularly item 26 on Related Party Transactions. 2019 Audited Financial Statements Please also see the sub-section entitled “Related Party Transactions” under the section on “Corporate governance” in pages 156-157 of the 2019 Annual Report. |
|
|
D.4 Directors and commissioners dealings in shares of the company |
||||
|
D.4.1 |
Does the company disclose trading in the company's shares by insiders? |
OECD Principle V (A): (3) Major share ownership and voting rights ICGN 3.5 Employees share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. ICGN 5.5 Share ownership Every company should have and disclose a policy concerning ownership of shares of the company by senior managers and executive directors with the objective of aligning the interests of these key executives with those of shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.5 External auditor and Auditor Report |
||||
|
D.5.1 |
Are audit fees disclosed? |
OECD Principle V (C): An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. |
Y |
Please see the sub-section entitled “External auditor” under the section on “Corporate governance” in page 153 of the 2019 Annual Report. |
|
|
Where the same audit firm is engaged for both audit and non-audit services, |
|
|
|
|
D.5.2 |
Are the non-audit fees disclosed? |
Y |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section entitled “External auditor” under the section on “Corporate governance” in page 153 of the 2019 Annual Report. |
|
|
D.5.3 |
Does the non-audit fees exceed the audit fees? |
N |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section entitled “External auditor” under the section on “Corporate governance” in page 153 of the 2019 Annual Report. |
|
|
D.6 Medium of communications |
||||
|
|
Does the company use the following modes of communication? |
|
|
|
|
D.6.1 |
Quarterly Reporting |
OECD Principle V (E): Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the link to the 2019 Quarterly Statistical Reports of Pru Life UK submitted to the Insurance Commission. |
|
D.6.2 |
Company Website |
Y |
Please see the link to the official website of Pru Life UK which is used by Pru Life UK as a mode of communication.
|
|
|
D.6.3 |
Analyst's Briefing |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.6.4 |
Media briefings/Press conferences |
Y |
Pru Life UK held the following press conferences and media briefings about its new products, partnerships, initiatives and activities in 2019. Members of the press were in attendance and given the opportunity to ask questions: On January 16, 2019, Prudence Foundation, Prudential's community investment arm in Asia, partnered with the Department of Education and Save the Children Philippines to develop its most recent DRR program called Education Safe from Disasters. Please see link below for details. On January 17, 2019, Pru Life UK held a roundtable discussion and lunch with business editors on the launch of the WeDO brand campaign. Please see link below for details. Pru Life UK unveils bold and dynamic"We DO" campaign On April 7, 2019, Pru Life UK held press briefings for sports and lifestyle media on the PRURide PH 2019 which kicked off with Criterium races in Festival Mall, Alabang. Please see link below for details. Prado, Morales defend crown in PRURide PH 2019 Criterium On May 24-26, Pru Life UK held PRURide PH 2019 in Subic Bay Freeport Zone with local sports media coverage during the three-day event. Please see link below for details. PRURide PH 2019 closes with record 3,000 participants On July 5, 2019, Pru Life UK, together with Prudence Foundation, launched SAFE STEPS Kids, the latest addition to the SAFE STEPS Programme. Please see link below for details. Pru Life UK launches new safety awareness program developed by Prudence Foundation On July 13, 2019, Pru Life UK held a pre-departure briefing and for cycling tour participating media and cyclists, including PRURide PH ambassadors, at the historic and scenic Corregidor island. Please see link below for details. Pru Life UK sends off PRURide PH ambassadors to Prudential RideLondon On July 22, 2019, Pru Life UK held a midyear briefing with business reporters to focus on company updates, namely the launch of a new income solution and fund offering Future Safe Rider and the PRULink Global Market Navigator Fund. Pru Life UK unveils new protection income solution and global fund On July 25, 2019, Pru Life UK held a send-off press conference to announce the participation of its PRURide PH ambassadors in the Prudential RideLondon 2019, the world’s largest cycling festival happening in the UK capital. Please see link below for details. Pru Life UK sends off PRURide PH ambassadors to Prudential RideLondon On August 4-5, Pru Life UK participated in the Prudential RideLondon 2019, with an entourage of local sports & lifestyle media plus media-cyclists, together with PRURide PH ambassadors. Onsite media briefings/interviews were done for the duration of the cycling event. Please see link below for details. Prudential RideLondon hosts inclusive London-Surrey Classic PRURide ambassadors join Prudential RideLondon On September 5, 2019, Pru Life UK, in partnership with St. Luke’s Medical Center, launched its value-added service to expedite Critical Illness claims. Please see link below for details. Pru Life UK introduces new claims process On October 24, 2019, Pru Life UK held a media briefing and presentation on the pioneering whitepaper titled “Mobile Digital Health in the Philippines,” authored by advisory firm Quisumbing Torres, that examines the readiness of the country’s regulatory framework to support mHealth, and proposes solutions on how to integrate mHealth as part of the current reforms in healthcare in the Philippines. Please see link below for details. Pru Life UK supports the use of mobile tech in revolutionizing the health sector On November 7, 2019, Pru Life UK renewed its SAFE STEPS partnership with the Metro Manila Development Authority during its anniversary celebration at their headquarters. Please see link below for details. Pru Life UK renews road safety partnership with MMDA in 2019 On November 28, 2019, Pru Life UK held a press conference to formally launch PRURide PH 2020 happening in Clark Mimosa, in Pampanga. Pru Life UK brings UCI 2.2 PRURide PH 2020 to Clark, Pampanga On December 11, 2019, Pru Life UK held a interview with ANC’s evening program Future Perfect with Prudential Corporation Asia’s Chief Health Officer Andrew Wong and legal partner Atty. Charles Veloso. |
|
|
D.7 Timely filing/release of annual/financial reports |
||||
|
D.7.1 |
Is the audited annual financial report released within 120 days from the financial year end? |
OECD Principle V (C OECD Principle V (E) OECD Principle V-A ICGN 7.2 Timely Disclosure ICGN 7.3 Affirmation of financial statements The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company’s financial statements or financial accounts. |
Y |
Please see the link below for the copy of the 2019 Audited Financial Statements, which was received by the Securities and Exchange Commission (SEC) on 15 April 2020 or on the 106th day from the financial year end, in accordance with SEC Memorandum Circular No. 10, Series of 2020. 2019 Audited Financial Statements A copy of the 2019 Audited Financial Statements was uploaded to the official website of Pru Life UK on 15 April 2020 or 106th day from the financial year end. Please see link below with date and time stamp. 2019 Audited Financial Statements
|
|
D.7.2 |
Is the audited annual report released within 120 days from the financial year end? |
Y |
Please see link below of the 2019 Annual Report, which was uploaded to the official website of Pru Life UK on 27 April 2020 or within 118 days from the financial year end. Please see link below with date and time stamp. |
|
|
D.7.3 |
Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? |
Y |
The Statement of Management’s Responsibility for Financial Statements, which provides for the fair presentation of the financial statements of Pru Life UK free from material misstatement is signed by the Chairman of the Board (Mr. Henry Joseph M. Herrera), the President and Chief Executive Officer (Mr. Antonio Manuel G. De Rosas), and the Executive Vice President & Chief Financial Officer (Mr. Francis P. Ortega) of the Corporation. Please see the 1st page of the 2019 Audited Financial Statements attached below. |
|
|
D.8 Company Website |
||||
|
|
Does the company have a website disclosing up-to-date information on the following: |
|
|
|
|
D.8.1 |
Business operations |
OECD Principle V (A)
OECD Principle V (E)
ICGN 7.1 Transparent and open communication
ICGN 7.2 Timely disclosure |
Y |
Please see the 2019 Annual Report of Pru Life UK, which is available on the website of Pru Life UK. |
|
D.8.2 |
Financial statements/reports (current and prior years) |
Y |
Please see the Annual Reports of Pru Life UK since year 2010 up to 2019 containing the financial statements/reports which are available on the website of Pru Life UK. |
|
|
D.8.3 |
Materials provided in briefings to analysts and media |
Y |
On October 24, 2019, Pru Life UK held a media briefing and presentation on the pioneering whitepaper titled “Mobile Digital Health in the Philippines,” authored by advisory firm Quisumbing Torres, that examines the readiness of the country’s regulatory framework to support mHealth, and proposes solutions on how to integrate mHealth as part of the current reforms in healthcare in the Philippines. The white paper, which was circulated to the media attendees, is available on the website of Pru Life UK. |
|
|
D.8.4 |
Shareholding structure |
Y |
Please see the section entitled “Shareholding structure and group corporate structure” in page 166 of the 2019 Annual Report, which is available on the website of Pru Life UK. 2019 Pru Life UK Annual Report Please see Pru Life UK’s Group corporate structure which is available on the website of Pru Life UK. This reflects Prudential Corporation Holdings Limited as the sole shareholder of Pru Life UK. |
|
|
D.8.5 |
Group corporate structure |
Y |
Please see Pru Life UK’s Group corporate structure, which is available on the website of Pru Life UK. Pru Life UK Group Corporate Structure Please see the section entitled “Shareholding structure and group corporate structure” in page 166 of the 2019 Annual Report, which is available on the website of Pru Life UK. |
|
|
D.8.6 |
Downloadable annual report |
Y |
Please see the Annual Reports of Pru Life UK since year 2010 up to 2019, which are available on the website of Pru Life UK. |
|
|
D.8.7 |
Notice of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, the Notice and Agenda of the Annual Shareholders’ Meeting held on 20 June 2019 can be accessed in the link below. |
|
|
D.8.8 |
Minutes of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 20 June 2019 on the same day. Please see link below. Minutes of the Annual Meeting of Shareholders held on 20 June 2019 with time stamp |
|
|
D.8.9 |
Company’s constitution (company’s by-laws, memorandum and articles of association) |
Y |
Please see the latest Amended Articles of Incorporation of Pru Life UK and Amended By-Laws of Pru Life UK, which are found on the website of Pru Life UK. |
|
|
D.9 Investor Relations |
||||
|
D.9.1 |
Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer/office responsible for investor relations? |
ICGN 7.1 Transparent and open communication |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part E
|
Company Name: Pru Life Insurance Corporation of U.K. |
|
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
|
|
||||
|
E.1 Clearly defined board responsibilities and corporate governance policy |
|
||||
|
E.1.1 |
Does the company disclose its corporate governance policy /board charter? |
OECD PRINCIPLE V: Disclosure and Transparency (A) Disclosure should include, but not be limited to, material information on: (8) Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented. |
Y |
Please see the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
E.1.2 |
Are the types of decisions requiring board of directors/commissioners' approval disclosed? |
OECD PRINCIPLE VI (D) |
Y |
Please see Article 3, Section 1 on pages 3 to 4 of the Amended By-Laws of Pru Life UK and Section 9 on page 4 of the Board Charter of Pru Life UK. |
|
|
E.1.3 |
Are the roles and responsibilities of the board of directors/commissioners clearly stated ? |
Y |
Please see Article 3, Section 1 on pages 3 to 4 of the Amended By-Laws of Pru Life UK and Section 8 on pages 3 to 4 of the Board Charter of Pru Life UK. |
|
|
|
|
Corporate Vision/Mission |
||||
|
E.1.4 |
Does the company have a vision and mission statement? |
OECD Principle 6 (P58) ICGN: 3.2 Integrity ICGN: 3.2 Integrity The board is responsible for overseeing the implementation and maintenance of a culture of integrity. The board should encourage a culture of integrity permeating all aspects of the co., and secure that its vision, mission and objectives are ethically sound. |
Y |
Please see the Vision and Mission of Pru Life UK which is available in the website of Pru Life UK. Pru Life UK - Mission and Vision Please see the Sub-section entitled “Mission and vision” under the Section on “Corporate objectives, mission, vision, and guiding principles” in page 9 of the 2019 Annual Report. |
|
|
E.1.5 |
Has the board reviewed the vision and mission/strategy in the last financial year? |
|
Y |
Please see Part VIII of the Minutes of the Regular Meeting of the Board of Directors held on 22 August 2019 entitled “Review and Approval of the Mission and Vision of the Corporation as Required by the ASEAN Corporate Governance Scorecard”.
Minutes of the Regular Meeting of the Board of Directors dated 22 August 2019 |
|
|
E.1.6 |
Does the board of directors monitor/oversee the implementation of the corporate strategy? |
|
Y |
Please see the items entitled “Approval of 2019 Business Plan”, “Business Updates and Financial Highlights”, and “Investment Committee Report” of the Minutes of the Regular Meeting of the Board of Directors held on 14 March 2019 and the the items entitled “Business Updates and Financial Highlights” and “Investment Committee Report” of the Minutes Minutes of the Regular Meeting of the Board of Directors dated 14 March 2019 Minutes of the Organizational Meeting of the Board of Directors dated 20 June 2019 Minutes of the Regular Meeting of the Board of Directors dated 22 August 2019 Minutes of the Regular Meeting of the Board of Directors dated 21 November 2019 Please refer to item A of Section 8 on page 3 of the Pru Life UK Board Charter. |
|
|
E.2 Board Structure |
|
||||
|
|
Code of Ethics or Conduct |
||||
|
E.2.1 |
Are the details of the code of ethics or conduct disclosed? |
OECD Principle VI (C) The board should apply high ethical standards. It should take into account the interests of stakeholders. The board had a key role in setting the ethical tone of a company, not only by its own actions, but also in appointing and overseeing key executives and consequently the management in general. High ethical standards are in the long term interests of the company as a means to make it credible and trustworthy, not only in day-to-day operations but also with respect to longer term commitments. To make the objectives of the board clear and operational, many companies have found it useful to develop company codes of conduct based on, inter alia, professional standards and sometimes broader codes of behaviour. The latter might include a voluntary commitment by the company (including its subsidiaries) to comply with the OECD Guidelines for Multinational Enterprises which reflect all four princples contained in the ILO Declaration on Fundamental Labour Rights. Company-wide codes serve as a standard for conduct by both the board and key executives, setting the framework for the exercise of judgment in dealing with varying and often conflicting constituencies. At a minimum, the ethical code should set clear limits on the pursuit of private interests, including dealings in the shares of the company. An overall framework for ethical conduct goes beyond compliance with the law, which should always be a fundamental requirement. |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Group Code of Business Conduct of Prudential plc. Please see the link below. |
|
|
E.2.2 |
Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Group Code of Business Conduct of Prudential plc. Please see page 1 of the attached which states that the Board of Directors, the senior management and all employees of Pru Life UK are required to comply with the Code of Business Conduct. |
|
|
|
E.2.3 |
Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? |
Y
|
Please see pages 4 to 5 of the attached on how Pru Life UK implements and monitors compliance with the Group Code of Business Conduct. |
|
|
|
|
Board Structure and Composition |
||||
|
E.2.4 |
Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
OECD Principle VI (E) In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgment. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management. The ASX Code recommends at least a majority of independent directors, while the UK Code recommends at least half of the board, excluding the Chairman, be independent directors. The minimum of three independent directors is to ensure that companies with small boards have enough independent directors (note that stock exchange rules often require at least two independent directors). |
Y |
Please see the Sub-section entitled “The Board of Directors” under the Section on “Corporate governance” in pages 144 to 147 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see below the Certification issued by Pru Life UK’s Corporate Secretary on independent directors making up more than 50% of Pru Life UK’s Board of Directors. |
|
|
E.2.5 |
Are the independent directors/commissioners independent of management and major/substantial shareholders? |
OECD PRINCIPLE VI (E) |
Y |
Please see the Sub-section entitled “The Board of Directors” under the Section on “Corporate governance” in pages 144 to 147 of the 2019 Annual 2019 Pru Life UK Annual Report
|
|
|
E.2.6 |
Does the company have a term limit of nine years or less for its independent directors/commissioners? |
Y |
Pru Life UK is mandated to comply with Insurance |
|
|
|
E.2.7 |
Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
UK CODE (June 2010): Non-executive directors should be appointed for specified terms subject to re-election and statutory provisions relating to the removal of a director. Any term beyond six years for a non-executive director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board and to succession for appointments to the board and to senior management, so as to maintain an appropriate balance of skills and experience within the company and on the board. |
Y |
Please see Section 3 on page 2 of the Board Charter of Pru Life UK which states: “Each director may simultaneously hold no more than five (5) board seats in publicly listed companies (PLCs).” |
|
|
E.2.8 |
Does the company have any independent directors/commissioners who serve on a total of more than five boards of publicly-listed companies? |
OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. |
N |
Please see the Sub-section entitled “The Board of Directors” under the Section on “Corporate governance” in pages 144 to 147 of the 2019 Annual Report. |
|
|
E.2.9 |
Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? |
N |
Please see the Sub-section entitled “The Board of Directors” under the Section on “Corporate governance” in pages 144 to 147 of the 2019 Annual Report. |
|
|
|
|
Nominating Committee |
||||
|
E.2.10 |
Does the company have a Nominating Committee (NC)? |
OECD PRINCPLE II (C) (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. With respect to nomination of candidates, boards in many companies have established Nominating Committees to ensure proper compliance with established nomination procedures and to facilitate and coordinate the search for a balanced and qualified board. It is increasingly regarded as good practice in many countries for independent board members to have a key role on this committee. To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. |
Y |
Please see the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee
Please see the sub-section entitled "The Nomination Committee" under the section on "Corporate governance" in page 150 of the 2019 Annual Report.
|
|
|
E.2.11 |
Does the Nominating Committee comprise of a majority of independent directors/commissioners? |
Y |
Please see the Sub-section entitled “The Nomination Committee” under the Section on “Corporate governance” in page 150 of the 2019 Annual Report. All 3 members of the Nomination Committee (Henry Joseph M. Herrera, Cesar P. Manalaysay, and Romerico S. Serrano) are independent directors. 2019 Pru Life UK Annual Report Please see Section 2 on page 1 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
|
|
E.2.12 |
Is the Chairman of the Nominating Committee an independent director/commissioner? |
This item is in most codes of corporate governance. |
Y |
Please see the Sub-section entitled “The Nomination Committee” under the Section on “Corporate governance” in page 150 of the 2019 Annual Report. The Chairman of the Nomination Committee, Cesar P. Manalaysay, is an independent director. 2019 Pru Life UK Annual Report Please see Section 2 on page 1 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
|
E.2.13 |
Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. Given the responsibilities of the NC spelt out in codes of corporate governance, the NC is unlikely to be fulfilling these responsibilities effectively if it is only meeting once a year. Globally, the NC of large companies would meet several times a year. |
Y |
Please see the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
|
E.2.14 |
Did the Nominating Committee meet at least twice during the year? |
Y |
Please see the Sub-section entitled “The Nomination |
|
|
|
E.2.15 |
Is the attendance of members at Nominating Committee meetings disclosed? |
Y |
Please see the Sub-section entitled “The Nomination |
|
|
|
|
Remuneration Committee |
|
|||
|
E.2.16 |
Does the company have a Remuneration Committee? |
OECD PRINCIPLE VI (D) (4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. It is considered good practice in an increasing number of countries that remuneration policy and employment contracts for board members and key executives be handled by a special committee of the board comprising either wholly or a majority of independent directors. There are also calls for a Remuneration Committee that excludes executives that serve on each others’ Remuneration Committtees, which could lead to conflicts of interest. |
Y |
Please see the Revised Charter of the Remuneration Committee which is available on the website of Pru Life UK. Revised Charter of the Remuneration Committee
Please see the Sub-section entitled "The Remuneration Committee" under the section on "Corporate governance" in page 150 of the 2019 Annual Report.
|
|
|
E.2.17 |
Does the Remuneration Committee comprise of a majority of independent directors/commissioners? |
Y |
Please see the Sub-section entitled "The Remuneration Committee" under the Section on "Corporate governance" in page 150 of the 2019 Annual Report.
2019 Pru Life UK Annual Report
Please see Section 2 on page 1 of the Revised Charter of the Remuneration Committee which is available on the website of Pru Life UK.
|
|
|
|
E.2.18 |
Is the Chairman of the Remuneration Committee an independent director/commissioner? |
Y |
Please see the Sub-section entitled "The Remuneration Committee" under the section on "Corporate governance" in page 150 of the 2019 Annual Report. The Chairman of the Remuneration Committee, Romerico S. Serrano, is an independent director. |
|
|
|
E.2.19 |
Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. |
Y |
Please see the Revised Charter of the Remuneration Committee which is available on the website of Pru Life UK. |
|
|
E.2.20 |
Did the Remuneration Committee meet at least twice during the year? |
Y |
Please see the Sub-section entitled “The Remuneration Committee” under the Section on “Corporate governance” in page 150 of the 2019 Annual Report. |
|
|
|
E.2.21 |
Is the attendance of members at Remuneration Committee meetings disclosed? |
Y |
Please see the Sub-section entitled “The Remuneration Committee” under the Section on “Corporate governance” in page 150 of the 2019 Annual Report. |
|
|
|
|
Audit Committee |
|
|||
|
E.2.22 |
Does the company have an Audit Committee? |
OECD PRINCIPLE VI (E) |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
E.2.23 |
Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in the increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. |
Y |
Please see page 4 of the 2019 General Information Sheet and page 4 of the 2019 Amended General Information Sheet, which are available on the website of Pru Life UK and which show that the Chairman and members of the Audit Committee are all non-executive and independent directors.
Please see the Sub-section entitled “The Audit Committee” under the Section on “Corporate governance” in pages 151 to 153 of the 2019 Annual Report, which is available on the website of Pru Life UK and which shows that the Chairman and members of the Audit Committee are all non-executive and independent directors. Please see Section 2.a on page 2 of the Audit Committee Terms of Reference which are available on the website of Pru Life UK. Audit Committee Terms of Reference dated 14 March 2019 Please see below the Certification issued by Pru Life UK's Corporate Secretary on the Audit Committee being comprised entirely of independent directors. |
|
|
E.2.24 |
Is the chairman of the Audit Committee an independent director/commissioner? |
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
E.2.25 |
Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? |
|
Y |
Please see the Audit Committee Terms of Reference which are available on the website of Pru Life UK. |
|
|
E.2.26 |
Does the Annual Report disclose the profile or qualifications of the Audit Committee members? |
Most codes specify the need for accounting/finance expertise or experience. |
Y |
Please see the Sub-section entitled “The Audit Committee” under the Section on “Corporate governance” in pages 151 to 153 of the 2019 Annual Report.
|
|
|
E.2.27 |
Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
UK CODE (JUNE 2010) C.3.1 The board should satisfy itself that at least one member of the Audit Committe has recent and relevant financial experience. As many of the key responsibilities of the Audit Committee are accounting-related, such as oversight of financial reporting and audits, it is important to have someone specifically with accounting expertise, not just general financial expertise. |
Y |
Please see the Sub-section entitled “The Audit Committee” under the Section on “Corporate governance” in pages 151 to 153 of the 2019 Annual Report, which shows that the Chairman of the Audit Committee of Pru Life UK, Mr. Henry Joseph M. Herrera, served as Assistant Vice President, Financial Controller and Analyst of a life insurance company from 1984 to 1988. |
|
|
E.2.28 |
Did the Audit Committee meet at least four times during the year? |
Y |
Please see the Sub-section entitled “The Audit Committee” under the Section on “Corporate governance” in pages 151 to 153 of the 2019 Annual Report. |
|
|
|
E.2.29 |
Is the attendance of members at Audit Committee meetings disclosed? |
Y |
Please see the Sub-section entitled “The Audit Committee” under the Section on “Corporate governance” in pages 151 to 153 of the 2019 Annual Report. |
|
|
|
E.2.30 |
Does the Audit Committee have primary responsibility for recommendation on the appointment and removal of the external auditor? |
UK CODE (June 2010) |
Y |
Please see Section 4.c.iv.a on page 5 of Pru Life UK's Audit Committee Terms of Reference. Audit Committee Terms of Reference dated 14 March 2019
Please see below the Certification issued by Pru Life UK’s Corporate Secretary on the endorsement by the Audit Committee of the external auditor of the Company.
|
|
|
E.3 Board Process |
|
||||
|
|
Board Meetings and Attendance |
|
|||
|
E.3.1 |
Are the board of directors meetings scheduled before the start of the financial year? |
Scheduling board meetings before or at the beginning of the year would allow directors to plan ahead to attend such meetings, thereby helping to maximise participation, especially as non-executive directors often have other commitments. Additional ad hoc meetings can always be scheduled if and when necessary. It is common practice for boards in developed markets to schedule meetings in this way. |
Y |
Please see item XVII entitled “Schedule of Meetings and Board Education Sessions for the Years 2020 and 2021” of the Minutes of the Regular Meeting of the Board of Directors held on 21 November 2019. Minutes of the Regular Meeting of the Board of Directors dated 21 November 2019 |
|
|
E.3.2 |
Does the board of directors/commissioners meet at least six times per year? |
WORLDBANK PRINCIPLE 6 INDO SCORECARD |
Y |
Please see the Sub-section entitled “Board meetings” under the Section on “Corporate governance” in pages 149 to 150 of the 2019 Annual Report. |
|
|
E.3.3 |
Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? |
OECD PRINCIPLE VI (E) Specific limitations may be less important than ensuring that members of the board enjoy legitimacy and confidence in the eyes of shareholders. Achieving legitimacy would also be facilitated by the publication of attendance records for individual board members (e.g. whether they have missed a significant number of meetings) and any other work undertaken on behalf of the board and the associated remuneration. |
N |
Please see the Sub-section entitled “Board meetings” under the Section on “Corporate governance” in pages 149 to 150 of the 2019 Annual Report. Five out |
|
|
E.3.4 |
Does the company require a minimum quorum of at least 2/3 for board decisions? |
WORLDBANK PRINCIPLE 6 |
N |
|
|
|
E.3.5 |
Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? |
WORLDBANK PRINCIPLE 6 |
Y |
Please see the Agenda of the Meeting of the External Directors (the non-executive directors) held on 20 June 2019.
Agenda of the Meeting of the External Directors
Please see the Certification of the Corporate Secretary stating that the non-executive directors (directors not employed by Pru Life UK and its Regional Head Office) met separately on 20 June 2019 without any executives present.
|
|
|
|
Access to Information |
||||
|
E.3.6 |
Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? |
OECD PRINCIPLE VI (F) In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information. WORLDBANK PRINCIPLE 6 (VI.F.2) Does such information need to be provided to the board at least five business days in advance of the board meeting? |
Y |
Please see the Certification of the Corporate Secretary stating that for the year 2019, the Corporate Secretary sent the board papers to the Board of Directors at least five (5) business days in advance of the regular board meetings. |
|
|
E.3.7 |
Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
OECD PRINCIPLE VI (F) ICSA Guidance on the Corporate Governance Role of the Company Secretary |
Y |
Please see Section 5 of Article IV on page 8 of the Amended By-Laws of Pru Life UK. Please see Section 12 on page 6 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see Section 8 on page 3 of the Revised Nomination Committee Charter of Pru Life UK which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see Section 7 on page 2 of the Revised Charter of the Remuneration Committee, which is available on the website of Pru Life UK. Revised Charter of the Remuneration Committee Please see Section 7 on page 4 of the Revised Related Party Transactions Committee Charter of Pru Life UK which is available on the website of Pru Life UK. Revised Related Party Transactions Committee Charter Please see Section 7 on page 3 of Risk Committee Charter which is available on the website of Pru Life UK. Risk Committee Charter dated 22 March 2018 Please see section 3.c on page 3 of the Audit Committee Terms of Reference which is available on the website of Pru Life UK. |
|
|
E.3.8 |
Is the company secretary trained in legal, accountancy or company secretarial practices? |
WORLDBANK PRINCIPLE 6 (VI.D.2.12) Do company boards have a professional and qualified company secretary? |
Y |
Please see the profile of the company secretary of Pru Life UK which is available on the website of Pru Life UK. |
|
|
|
Board Appointments and Re-election |
|
|||
|
E.3.9 |
Does the company disclose the criteria used in selecting new directors/commissioners? |
OECD PRINCIPLE II (C) (3) To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. OECD PRINCIPLE VI (D) (5) Ensuring a formal and transparent board nomination and election process. These Principles promote an active role for shareholders in the nomination and election of board members. The board has an essential role to play in ensuring that this and other aspects of the nominations and election process are respected. First, while actual procedures for nomination may differ among countries, the board or a nomination committee has a special responsibility to make sure that established procedures are transparent and respected. Second, the board has a key role in identifying potential members for the board with appropriate knowledge, competencies and expertise to complement the existing skills of the board and thereby improve its value-adding potential for the company. In several countries, there are calls for an open search process extending to a broad range of people. |
Y |
Please see Sections 2, 3 and 4 on pages 1 and 2 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
|
E.3.10 |
Does the company disclose the process followed in appointing new directors/commissioners? |
|
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see Sections 2, 3 and 4 on pages 1 and 2 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
E.3.11 |
Are all the directors/commissioners subject to re-election at least once every three years? |
ICGN:2.9.1 Election of directors: Directors should be conscious of their accountability to shareholders, and many jurisdictions have mechanism to ensure that this is in place on an ongoing basis. There are some markets however where such accountability is less apparent and in these each director should stand for election on an annual basis. Elsewhere, directors should stand for election at least once every three years, though they should face evaluation more frequently. WORLDBANK PRINCIPLE 6 (VI.I.18) Can the re-election of board members be staggered over time? (Staggered boards are those where only a part of the board is re-elected at each election, e.g. only 1/3 of directors are re-elected every year.) |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
Remuneration Matters |
|
|||
|
E.3.12 |
Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? |
OECD PRINCIPLE VI (D) (1) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. In an increasing number of countries, it is regarded as good practice for boards to develop and disclose a remuneration policy statement covering board members and key executives. Such policy statements specify the relationship between remuneration and performance, and include measurable standards that emphasize the longer run interests of the company over short term considerations. Policy statements generally tend to set conditions for payments to board members for extra-board activities, such as consulting. They also often specify terms to be observed by board members and key executives about holding and trading the stock of the company, and the procedures to be followed in granting and re-pricing of options. In some countries, policy also covers the payments to be made when terminating the contract of an executive. |
Y |
Please see the Sub-section entitled “Remuneration Policy for Executive Directors and Chief Executive Officer” under the Section on “Corporate governance” in page 155 of the 2019 Annual Report. |
|
|
E.3.13 |
Is there disclosure of the fee structure for non-executive directors/commissioners? |
UK CODE (JUNE 2010) D.1.3 Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Disclosure of fee structure for non-executive directors allows shareholders to assess if these directors are remunerated in an appropriate manner, for example, whether they are paid for taking on additional responsibilities and contributions, such as chairing committees. |
Y |
Please see the Sub-section entitled “Fee Structure and Remuneration of Directors” under the Section on “Corporate governance” in page 155 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see below the Certification issued by Pru Life UK's Corporate Secretary on the fee structure and fees of the directors of Pru Life UK. |
|
|
E.3.14 |
Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
OECD PRINCIPLE VI. (D4) The Board should fulfill certain key functions including aligning key executive and board remuneration with the longer term interests of the company and its shareholders. ICGN 2.3 (D) and (E)
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
E.3.15 |
Do independent non-executive directors/commissioners receive options, performance shares or bonuses? |
UK CODE (JUNE 2010) (D.1.3) Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Remuneration for non-executive directors should not include share options or other performance-related elements. |
N |
|
|
|
|
Internal Audit |
|
|||
|
E.3.16 |
Does the company have a separate internal audit function? |
OECD PRINCIPLE VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Ensuring integrity of the essential reporting and monitoring systems will require the board to set and enforce clear lines of responsiblity and accountability throughout the organisation. The board will also need to ensure that there is appropriate oversight by senior management. One way of doing this is through an internal audit system directly reporting to the board. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015. While this is a default item, please be advised that the internal audit of Pru Life UK is headed by the Group-wide Internal Audit of Prudential plc, the ultimate parent company of Pru Life UK. |
|
|
E.3.17 |
Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? |
Companies often disclose that they have an internal audit but, in practice, it is not uncommon for it to exist more in form than in substance. For example, the in-house internal audit may be assigned to someone with other operational responsibilities. As internal audit is unregulated, unlike external audit, there are firms providing outsourced internal audit sevices which are not properly qualified to do so. Making the identity of the head of internal audit or the external service provider public would provide some level of safeguard that the internal audit is substantive. |
Y |
The internal audit of Pru Life UK is handled by the Group-wide Internal Audit (“GwIA”) of Prudential plc, the ultimate parent company of Pru Life UK. Kevin Choi, Senior Director - Audit of GwIA, heads the internal audit of Pru Life UK. |
|
|
E.3.18 |
Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
OECD PRINCIPLE VI (D) 7 In some jurisdictions, it is considered good practice for the internal auditors to report to an independent Audit Committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. WORLDBANK PRINCIPLES 6 (VI.D.7.9) Does the internal auditors have direct and unfettered access to the board of directors and its independent Audit Committee? ASX Principles on CG “... companies should consider a second reporting line from the internal audit function to the board or relevant committee.” Under the ASX Principles, it is also recommended that the Audit Committee has access to internal audit without the presence of management, and that “the audit committee should recommend to the board the appointment and dismissal of a chief internal audit executive.” |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
Risk Oversight |
|
|||
|
E.3.19 |
Does the company disclose the internal control procedures/risk management systems it has in place? |
OECD PRINCIPLES 6 (VI) (D) (7) Ensuring integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. |
Y |
Please see the Section entitled “Risk management (Key risks)” in pages 158 to 159 of the 2019 Annual Report. |
|
|
E.3.20 |
Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems? |
UK CODE (JUNE 2010) C.2.1 The board should, at least annually, conduct a review of the effectiveness of the company’s risk management and internal control systems and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls. |
Y |
Please see the Sub-section entitled “Compliance and Risk Management” under the section on “Corporate governance” in page 154 of the 2019 Annual Report. |
|
|
E.3.21 |
Does the company disclose how key risks are managed? |
OECD PRINCIPLE V (A) (6) Foreseeable risk factors. Disclosure of risk is most effective when it is tailored to the particular industry in question. Disclosure about the system for monitoring and managing risk is increasingly regarded as good practice. |
Y |
Please see the section entitled “Risk management (Key risks)” in pages 158 to 159 of the 2019 Annual Report. |
|
|
E.3.22 |
Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company’s internal controls/risk management systems? |
OECD PRINCIPLE 6 (VI) (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. In some jurisdictions, it is considered good practice for the internal auditors to report to an independent audit committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. It should also be regarded as good practice for this committee, or equivalent body, to review and report to the board the most critical accounting policies which are the basis for financial reports. However, the board should retain final responsibility for ensuring the integrity of the reporting systems. Some countries have provided for the chair of the board to report on the internal control process. |
Y |
Please see the Sub-section entitled “Compliance and Risk Management” under the section on “Corporate governance” in page 154 of the 2019 Annual Report. |
|
|
E.4 People on the Board |
|
||||
|
|
Board Chairman |
||||
|
E.4.1 |
Do different persons assume the roles of chairman and CEO? |
OECD PRINCIPLE VI (E) The board should be able to exercise objective independent judgement on corporate affairs. In a number of countries with single tier board systems, the objectivity of the board and its independence from management may be strengthened by the separation of the role of chief executive and chairman, or, if these roles are combined, by designating a lead non-executive director to convene or chair sessions of the outside directors. Separation of the two posts may be regarded as good practice, as it can help to achieve an appropriate balance of power, increase accountability and improve the board’s capacity for decision making independent of management. |
Y |
Please see the Sub-section entitled “The Board of Directors” under the Section on “Corporate governance” in page 144 to 147 of the 2019 Annual Report and the Section entitled “Corporate officers" in page 160 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the profile of the Chairman of the Board of Directors of Pru Life UK which is available on the website of Pru Life UK. Pru Life UK Board of Directors Please see the profile of the Chief Executive Officer of Pru Life UK in the 2 pages below which are available on the website of Pru Life UK. |
|
|
E.4.2 |
Is the chairman an independent director/commissioner? |
Y |
Please see the Sub-section entitled “The Board of Directors” under the Section on “Corporate governance” in pages 144 to 147 of the 2019 Annual Report. |
|
|
|
E.4.3 |
Has the chairman been the company CEO in the last three years? |
N |
Please see the Sub-section entitled “The Board of Directors” under the Section on “Corporate governance” in pages 144 to 147 of the 2019 Annual Report. |
|
|
|
E.4.4 |
Are the role and responsibilities of the chairman disclosed? |
ICGN: 2.5 Role of the Chair The chair has the crucial function of setting the right context in terms of board agenda, the provision of information to directors, and open boardroom discussions, to enable the directors to generate the effective board debate and discussion and to provide the constructive challenge which the company needs. The chair should work to create and maintain the culture of openness and constructive challenge which allows a diversity of views to be expressed. The chair should be available to shareholders for dialogue on key matters of the company's governance and where shareholders have particular concerns. |
Y |
Please see Section 4 on page 2 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK. |
|
|
|
Skill and Competencies |
||||
|
E.4.5 |
Does at least one non-executive director/commissioners have prior working experience in the major sector that the company is operating in? |
ICGN: 2.4.3 Independence Alongside appropriate skill, competence and experience, and the appropriate context to encourage effective behaviours, one of the principal features of a well-governed corporation is the exercise by its board of directors of independent judgment, meaning judgment in the best interests of the corporation, free of any external influence on any individual director, or the board as a whole. In order to provide this independent judgment, and to generate confidence that independent judgment is being applied, a board should include a strong presence of the independent non-executive directors with appropriate competencies including key industry sector knowledge and experience. There should be at least a majority of independent directors on each board. |
Y |
Please see the Sub-section entitled “The Board of Directors” under the Section on “Corporate governance” in pages 144 to 147 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the respective profiles of our Chairman, Henry Joseph Herrera, and our non-executive directors, Stephen Paul Bickell and Teoh Kwui Ying, who have prior working experience in the insurance industry. Their profiles are available on the website of Pru Life UK. Pru Life UK Board of Directors
|
|
|
E.4.6 |
Does the company disclose a board of directors/commissioners diversity policy? |
ASX Code Recommendation 3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. Regulations and codes of corporate governance in many developed markets now incorporate board diversity as a consideration in board composition. |
Y |
Please see Section 14 on page 6 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK.
Please see Section 5 in page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
|
E.5 Board Performance |
|
||||
|
|
Directors Development |
||||
|
E.5.1 |
Does the company have orientation programmes for new directors/commissioners? |
This item is in most corporate codes of corporate governance. |
Y |
Please see Section 15 on pages 6 to 7 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
E.5.2 |
Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? |
OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. In order to improve board practices and the performance of its members, an increasing number of jurisdictions are now encouraging companies to engage in board training and voluntary self-evaluation that meets the needs of the individual company. This might include that board members acquire appropriate skills upon appointment, and thereafter remain abreast of relevant new laws, regulations, and changing commercial risks through in-house training and external courses. |
Y |
Please see Section 16 on page 7 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see the Sub-section entitled “Training and continuing education programme of directors” under the Section on “Corporate governance” in page 148 of the 2019 Annual Report. 2019 Pru Life UK Annual Report For the past years, as disclosed in previous ACGS reports, the Board has consistently held Board Education Sessions on a yearly basis. |
|
|
|
CEO/Executive Management Appointments and Performance |
||||
|
E.5.3 |
Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? |
OECD PRINCIPLE VI (D) (3) Selecting compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning. In two tier board systems, the supervisory board is also responsible for appointing the management board which will normally comprise most of the key executives. |
Y |
Please see link below for the Pru Life UK Succession Management Policy. |
|
|
E.5.4 |
Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
OECD PRINCIPLE VI (D) (2) Monitoring the effectiveness of the company’s governance practices and making changes as needed. Monitoring of governance by the board also includes continuous review of the internal structure of the company to ensure that there are clear lines of accountability for management throughout the organisation. In addition to requiring the monitoring and disclosure of corporate governance practices on a regular basis, a number of countries have moved to recommend or indeed mandate self-assessment by boards of their performance as well as performance reviews of individual board members and the CEO/Chairman. |
Y |
Please see the Sub-section entitled “Year 2019 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance” in page 153 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the Certification of the Corporate Secretary on the 2019 Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2019 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the CEO/President. |
|
|
|
Board Appraisal |
||||
|
E.5.5 |
Is an annual performance assessment conducted of the board of directors/commissioners? |
OECD PRINCIPLE VI (D) 2 |
Y |
Please see the Sub-section entitled “Year 2019 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance” in page 153 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the Certification of the Corporate Secretary on the 2019 Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2019 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the board of directors. 2019 Annual Performance Assessment Questionnaire Please see Section 10 on page 5 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
E.5.6 |
Does the company disclose the process followed in conducting the board assessment? |
Y |
Please see the Sub-section entitled “Year 2019 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance” in page 153 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the Certification of the Corporate Secretary on the 2019 Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2019 Annual Performance Assessment Questionnaire which contains the criteria and process followed in conducting the board asessment. |
|
|
|
E.5.7 |
Does the company disclose the criteria used in the board assessment? |
Y |
Please see the Sub-section entitled “Year 2019 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance” in page 153 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the Certification of the Corporate Secretary on the 2019 Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2019 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the board assessment and is disclosed on the website of Pru Life UK. |
|
|
|
|
Director Appraisal |
||||
|
E.5.8 |
Is an annual performance assessment conducted of individual director/commissioner? |
OECD PRINCIPLE VI (D) (2) |
Y |
Please see the Sub-section entitled “Year 2019 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance” in page 153 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the Certification of the Corporate Secretary on the 2019 Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2019 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the individual director. 2019 Annual Performance Assessment Questionnaire Please see Section 10 on page 5 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
E.5.9 |
Does the company disclose the process followed in conducting the director/commissioner assessment? |
Y |
Please see the Sub-section entitled “Year 2019 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance” in page 153 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the Certification of the Corporate Secretary on the 2019 Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2019 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the director assessment and is disclosed on the website of Pru Life UK. |
|
|
|
E.5.10 |
Does the company disclose the criteria used in the director/commissioner assessment? |
Y |
Please see the Sub-section entitled “Year 2019 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance” in page 153 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the Certification of the Corporate Secretary on the 2019 Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2019 Annual Performance Assessment Questionnaire which contains the criteria used in the director assessment and is disclosed on the website of Pru Life UK. |
|
|
|
|
Committee Appraisal |
||||
|
E.5.11 |
Is an annual performance assessment conducted of the board of directors/commissioners committees? |
UK CODE (JUNE 2010) B.6 Evaluation: The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors. |
Y |
Please see the Sub-section entitled “Year 2019 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance” in page 153 of the 2019 Annual Report. 2019 Pru Life UK Annual Report Please see the Certification of the Corporate Secretary on the 2019 Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2019 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the board committees. 2019 Annual Performance Assessment Questionnaire Please see Section 10 on page 5 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
Penalty
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1(P) |
Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders? |
OECD Principle II (A) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
||||
|
A.2.1(P) |
Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? |
OECD Principle II (G) Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
N |
|
|
A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
||||
|
A.3.1(P) |
Did the company include any additional and unannounced agenda item into the notice of AGM/EGM? |
OECD Principle II (C) 2 |
N |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 20 June 2019 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 18 June 2020. Minutes of the Annual Meeting of the Shareholders held on 20 June 2019 Please see the Notice and Agenda of the Annual Meeting of the Shareholders held on 20 June 2019. Notice of the Annual Meeting of the Shareholders held on 20 June 2019 |
|
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
|
Did the company fail to disclose the existence of: |
|
|
|
|
A.4.1(P) |
Shareholders agreement? |
OECD Principle II (D) |
N |
No such Shareholders Agreement exists. |
|
A.4.2(P) |
Voting cap? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.4.3(P) |
Multiple voting rights? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
A.5.1(P) |
Is a pyramid ownership structure and/ or cross holding structure apparent? |
OECD Principle II (D) Capital structures and arrangements that enable certain shareholders to obtain a degree of controls disproportionate to their equity ownership should be disclosed. Some capital structure allow a shareholder to exercise a degree of control over the corporation disproportionate to the shareholders’s equity ownership in the company. Pyramid structure, cross shareholdings and shares with limited or multiple voting rights can be used to diminish the capability of noncontrolling shareholders to influence corporate policy. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
B.1 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.1.1(P) |
Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? |
OECD Principle III: The Equitable Treatment of Shareholders (B) Insider trading and abusive dealing should be prohibited. ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. ICGN 8.5 Shareholder rights of action ... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
B.2 Protecting minority shareholders from abusive action |
||||
|
B.2.1(P) |
Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflict of interest Companies should have a process for identifying and managing any conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. ICGN 8.5 Shareholder rights of action Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
C.1.1(P) |
Has there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/commercial/competition or environmental issues? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
N |
|
|
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and |
||||
|
C.2.1(P) |
Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? |
OECD Principle IV (B) Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regularly basis. |
N |
|
|
||||
|
D.1 Sanctions from regulator on financial reports |
||||
|
D.1.1(P) |
Did the company receive a “qualified opinion” in its external audit report? |
OECD Principle V: Disclosure and Transparency (B) Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosures. (C) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and the performance of the company in all material respects.
|
N |
Please see the 2019 Audited Financial Statements filed with the SEC. |
|
D.1.2(P) |
Did the company receive an “adverse opinion” in its external audit report? |
N |
Please see the 2019 Audited Financial Statements filed with the SEC. |
|
|
D.1.3(P) |
Did the company receive a “disclaimer opinion” in its external audit report? |
N |
Please see the 2019 Audited Financial Statements filed with the SEC. |
|
|
D.1.4(P) |
Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? |
N |
Please see the 2019 Audited Financial Statements filed with the SEC and the 2018 Audited Financial Statements filed with the BIR and the SEC. |
|
|
||||
|
E.1 Compliance with listing rules, regulations and applicable laws |
||||
|
E.1.1(P) |
Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules? |
OECD Principle VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Companies are also well advised to set up internal programmes and procedures to promote compliance with applicable laws, regulations and standards, including statutes to criminalise bribery of foreign officials that are required to be enacted by the OECD Anti-bribery Convention and measures designated to control other forms of bribery and corruption. Moreover, compliance must also relate to other laws and regulations such as those covering securities, competition and work and safety conditions. Such compliance programmes will also underpin the company’s ethical code. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
E.1.2(P) |
Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? |
UK CODE (June 2010) A.4.3 Where directors have concern which cannot be resolved about the runnning of the company or a proposed action, they should ensure that their concerns are recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chairman, for circulation to the board, if they have any such concerns. |
N |
|
|
E.2 Board Appraisal |
||||
|
E.2.1(P) |
Does the Company have any independent directors/commissioners who have served for more than nine years or two terms (whichever is higher) in the same capacity? |
OECD Principle V (C) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
N |
Under Insurance Commission Circular Letter No. 2018-36 dated 26 June 2018 entitled “Rules on Number of Seats, Qualifications and Term Limits of Independent Directors” (IDs), IDs shall serve for a maximum cumulative term of nine (9) years with the foregoing term limit reckoned from 2 January 2015. An ID who served the maximum period shall be perpetually barred from any re-election in the same insurance company but may continue therein as a non-independent director. All previous terms served by the existing ID as of the date of the Circular shall not be counted in determining the above periods. The Company has two (2) IDs and one (1) ID who are in their 13th and 9th year, respectively, as of 2019, but only on the 4th year of their terms based on the aforementioned Circular. |
|
E.2.2(P) |
Did the company fail to identify who are the independent director(s)/commissioner(s)? |
ICGN 2.4 Composition and structure of the board |
N |
Please see the sub-section entitled “The Board of Directors” under the section of “Corporate governance” in pages 144 to 147 of the 2019 Annual Report. |
|
E.3 External Audit |
||||
|
E.3.1(P) |
Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)? |
OECD Principle V (D) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
N |
Please see the sub-section entitled “External auditor” under the section of “Corporate governance” in page 153 of the 2019 Annual Report. |
|
E.4 Board Structure and Composition |
||||
|
E.4.1(P) |
Is any of the directors a former CEO of the company in the past 2 years? |
|
N |
Please see the sub-section entitled “The Board of Directors” under the section of “Corporate governance” in pages 144-147 of the 2019 Annual Report which shows that none of the directors served as a former CEO of Pru Life UK. |
Bonus
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
||||
|
A.1.1(B) |
Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
B.1 Notice of AGM |
||||
|
B.1.1(B) |
Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? |
OECD Principle II (C) (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. OECD Principle III (A) ICGN 8.3.2 Shareholder participation in governance Shareholder should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual basis and also the right to appoint external auditors. ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. CLSA-ACGA (2010) CG Watch 2010 – Appendix 2. (I) CG rules and practices (25) Do company release their AGM notices (with detailed agendas and explanatory circulars) at least 28 days before the date of the meeting? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected |
||||
|
C.1.1(B) |
Does the company practice integrated report on its annual reports? |
International <IR> Framework -DRAFT, IIRC Council |
N |
|
|
||||
|
D.1 Quality of Annual Report |
||||
|
D.1.1(B) |
Are the audited annual financial report/statement released within 60 days from the financial year end? |
OECD Principle V (C) |
N |
|
|
D.1.2(B) |
Does the company disclose details of remuneration of the CEO? |
|
Y |
Please see the Sub-section entitled “Remuneration Policy for Executive Directors and Chief Executive Officer” under the Section on “Corporate governance” in page 155 of the 2019 Annual Report. |
|
||||
|
E.1 Board Competencies and Diversity |
||||
|
E.1.1(B) |
Does the company have at least one female independent director/commissioner? |
ICGN 2.4.1 Skills and experience The board should consist of directors with the requisite range of skills, competence, knowledge, experience and approach, as well as a diversity of perspectives, to set the context for appropriate board behaviours and to enable it to discharge its duties and responsibilities effectively. |
Y |
Atty. Angelica H. Lavares was elected as an independent director during the Annual Shareholders' Meeting held on 20 June 2019. Please see the sub-section entitled "The Board of Directors" under the Section on "Corporate governance" in pages 144-147 of the 2019 Annual Report. 2019 Pru Life UK Annual Report
|
|
E.2 Nominating Committee |
||||
|
E.2.1(B) |
Does the Nominating Committee comprise entirely of independent directors/commissioners? |
ICGN 2.4.4 Composition of board committees The members of these key board committees should be solely non-executive directors, and in the case of the audit and remuneration committees, solely independent directors. All members of the nominations committee should be independent from management and at least a majority should be independent from dominant owners. |
Y |
Please see the sub-section entitled “The Nomination Committee” under the Section on “Corporate governance” which shows that all 3 members of the Nomination Committee (Henry Joseph M. Herrera, Cesar P. Manalaysay, and Romerico S. Serrano) are independent directors. |
|
E.2.2(B) |
Does the Nominating Comittee undertake the process of identifying the quality of directors aligned with the company’s strategic directions? |
|
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see the Certification of the Corporate Secretary on the Qualification of Directors. |
|
E.3 Board Appointments and Re-election |
||||
|
E.3.1(B) |
Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? |
WORLDBANK PRINCIPLE 6 (VI.I.21) Are boards known to hire professional search firms when proposing candidates to the board? |
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
E.4 Board Structure & Composition |
||||
|
E.4.1(B) |
Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners? |
|
Y |
Please see the Sub-section entitled "The Board of Directors" under the Section on "Corporate governance" in pages 144-147 of the 2019 Annual Report. 2019 Pru Life UK Annual Report
|
|
E.5 Board Performance |
||||
|
E.5.1(B) |
Does the company have a separate level Risk Committee? |
International Financial Corporation’s Global Corporate Governance Forum Publication: When Do Companies Need a Board-level Risk Management Committee? (Volume 31, pp. 11, March 2013) |
Y |
Please see Section 11.D on page 5 of the Board Charter which is available on the website of Pru Life UK. Please see the following Risk Committee Charter which is available on the website of Pru Life UK. Risk Committee Charter dated 22 March 2018 Please see the Certification on Risk Committee which is available on the website of Pru Life UK. |
2018
Part A
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1 |
Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? |
OECD Principle II: The Rights of Shareholders and Key Ownership Functions (A) Basic shareholder rights should include the right to, amongst others: (6) share in the profits of the corporation. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Right to participate in decisions concerning fundamental corporate changes. |
||||
|
|
Do shareholders have the right to participate in: |
|
|
|
|
A.2.1 |
Amendments to the company's constitution? |
OECD Principle II (B) Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: (1) amendments to the statutes, or articles of incorporation or similar governing documents of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.2 |
The authorisation of additional shares? |
OECD Principle II (B): (2) the authorisation of additional shares |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.3 |
The transfer of all or substantially all assets, which in effect results in the sale of the company? |
OECD Principle II (B): (3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
||||
|
A.3.1 |
Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
OECD Principle II (C):
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.2 |
Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.3 |
Does the company allow shareholders to elect directors/commissioners individually? |
Y |
Please see item VI of the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018
|
|
|
A.3.4 |
Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds? |
OECD Principle II (C): Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
|
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.5 |
Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? |
OECD Principle II (C): (2) Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK is nevertheless compliant with the same. Please see item VII of the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 |
|
A.3.6 |
Do the minutes of the most recent AGM record questions and answers? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK is nevertheless compliant with the same. Please see item VII of the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 |
|
|
A.3.7 |
Does the disclosure of the outcome of the most recent AGM include resolution(s)? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 |
|
|
A.3.8 |
Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 |
|
|
A.3.9 |
Does the company disclose the list of board members who attended the most recent AGM? |
OECD Principle II (C); and ICGN 2.4.2: All directors need to be able to allocate sufficient time to the board to perform their responsibilities effectively, including allowing some leeway for occasions when greater than usual time demands are made. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 |
|
A.3.10 |
Did the chairman of the board of directors/commissioners attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 |
|
|
A.3.11 |
Did the CEO/Managing Director/President attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 |
|
|
A.3.12 |
Did the chairman of the Audit Committee attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 |
|
|
A.3.13 |
Did the company organise their most recent AGM in an easy to reach location? |
OECD Principle II (C) |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 Please see the Notice of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders held on 21 June 2018 with Annexes A (Profiles of Board Members) and B (External Auditor) |
|
A.3.14 |
Does the company allow for voting in absentia? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.15 |
Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
OECD Principle II (C) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.16 |
Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.17 |
Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? |
OECD Principle II (C) (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 21 June 2018 on 22 June 2018 which is the next working day. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 with time stamp |
|
A.3.18 |
Do companies provide at least 21 days notice for all resolutions? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 21 June 2018 which was sent to all Shareholders on 23 May 2018, or at least 21 days (i.e. 28 days to be exact) prior to the said Annual Meeting of the Shareholders. Notice of the Annual Meeting of Shareholders held on 21 June 2018 with Annexes A (Profiles of Board Members) and B (External Auditor) |
|
|
A.3.19 |
Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
Y |
Please see the Notice and Agenda of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders held on 21 June 2018 with Annexes A (Profiles of Board Members) and B (External Auditor) |
|
|
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner. |
||||
|
A.4.1 |
In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? |
OECD Principle II (E): Markets for corporate control should be allowed to function in an efficient and transparent manner. (1) The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that the investors understand their rights and recourse. Transactions should occur at transparent prices under fair conditions that protect the rights of all shareholders according to their class. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
||||
|
A.5.1 |
Does the Company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company? |
OECD Principle II (F) The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part B
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
B.1 Shares and voting rights |
||||
|
B.1.1 |
Do the company's ordinary or common shares have one vote for one share? |
OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (1) Within any series of a class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected. ICGN 8.3.1 Unequal voting rights Companies ordinary or common shares should feature one vote for one share. Divergence from a ‘one-share, one-vote’ standard which gives certain shareholders power which is disproprotionate to their equity ownership should be both disclosed and justified. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.1.2 |
Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website/reports/the stock exchange/the regulator's website)? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2 Notice of AGM |
||||
|
B.2.1 |
Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? |
OECD Principle II (C) Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern shareholder meetings: (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions such as the nomination and election of board members, should be facilitated.
OECD Principle II (A) All shareholders of the same series of a class should be treated equally. (4) Impediments to cross border voting should be eliminated.
ICGN 8.3.2 Shareholder participation in governance Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors in an individual basis and also the right to appoint external auditor.
ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of Shareholders dated 21 June 2018 |
|
B.2.2 |
Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 21 June 2018 which was drafted in English which is also the local-language. Notice of the Annual Meeting of Shareholders held on 21 June 2018 with Annexes A (Profiles of Board Members) and B (External Auditor) with proxy form |
|
|
|
Does the notice of AGM/circulars have the following details: |
|
|
|
|
B.2.3 |
Are the profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/reelection included? |
Y |
Please see Annex A of the Notice and Agenda of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders for 2018 - Annex A (Profiles of Board Members) |
|
|
B.2.4 |
Are the auditors seeking appointment/re-appointment clearly identified? |
Y |
Please see Annex B of the Notice and Agenda of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders for 2018 - Annex B (External Auditor) |
|
|
B.2.5 |
Has an explanation of the dividend policy been provided? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.6 |
Is the amount payable for final dividends disclosed? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.7 |
Were the proxy documents made easily available? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.3 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.3.1 |
Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.3.2 |
Are the directors and commissioners required to report their dealings in company shares within 3 business days? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4 Related party transactions by directors and key executives. |
||||
|
B.4.1 |
Does the company have a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest? |
OECD Principle III (C) Members of the board and key executives should be required to disclose to the board whether they, directly or indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation. ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.4.2 |
Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? |
Y |
Please refer to the attached Related Party Transactions Policy of Pru Life UK. Related Party Transactions Policy Please refer to the attached Charter of the Related Party Transactions Committee. |
|
|
B.4.3 |
Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4.4 |
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.5 Protecting minority shareholders from abusive actions |
||||
|
B.5.1 |
Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies? |
OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (2) Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress. |
N |
Please see pages 55 to 56 of the 2018 Audited Financial Statements filed with Bureau of Internal Revenue and the Securities and Exchange Commission. 2018 Audited Financial Statements
|
|
B.5.2 |
Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? |
Y |
Please refer to the attached Related Party Transactions Policy of Pru Life UK. Related Party Transactions Policy Please also see the sub-section in the 2018 Annual Report entitled "Related Party Transactions" under the section on"Corporate Governance". |
|
Part C
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
|
Does the company disclose a policy that: |
|
|
|
|
C.1.1 |
Stipulates the existence and scope of the company’s efforts to address customers’ welfare? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. In all OECD countries, the rights of stakeholders are established by law (e.g. labour, business, commercial and insolvency laws) or by contractual relations. Even in areas where stakeholder interests are not legislated, many firms make additional commitments to stakeholders, and concern over corporate reputation and corporate performance often requires the recognition of broader interests. Global Reporting Initiative: Sustainability Report (C.1.1 – C.1.5) International Accounting Standards 1: Presentation of Financial Statements |
Y |
Please see below the Customer Health, Safety and Welfare Policies of Pru Life UK. |
|
C.1.2 |
Explains supplier/contractor selection practice? |
Y |
Please see below the Outsourcing Policies and Procedures of Pru Life UK. |
|
|
C.1.3 |
Describes the company’s efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Group Environment Policy of Prudential plc. Please see the links below. |
|
|
C.1.4 |
Elaborates the company’s efforts to interact with the communities in which they operate? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Community Investment Policy of Prudential plc. Please see the links below. Code of Business Conduct and Activities Further, in line with the thematic pillars of Education, Safety, and Health, Pru Life UK runs sustainable initiatives in partnership with local and international organizations. Pru Life UK also works to engage its employees in volunteer efforts that create a positive impact on communities. These programmes are in support of the regional strategy of Prudence Foundation, Prudential’s community investment arm in Asia. The foregoing can be accessed in the corporate social responsibility section of Pru Life UK’s website through the link below: |
|
|
C.1.5 |
Describe the company’s anti-corruption programmes and procedures? |
Y |
Please see below Pru Life UK’s Anti-Bribery and Corruption Policy. |
|
|
C.1.6 |
Describes how creditors’ rights are safeguarded? |
Y |
Please see attached disclosure of the protection of creditors' rights. |
|
|
|
Does the company disclose the activities that it has undertaken to implement the above mentioned policies? |
|
|
|
|
C.1.7 |
Customer health and safety |
OECD Principle IV (A) & Global Reporting Initiative |
Y |
Please refer to the attached Customer Health, Safety and Welfare Policies of Pru Life UK which also provide the activities Pru Life UK has undertaken to implement said policies. |
|
C.1.8 |
Supplier/Contractor selection and criteria |
Y |
Please see below the Outsourcing Policies and Procedures of Pru Life UK which provide the activities Pru Life UK has undertaken to implement said policies. |
|
|
C.1.9 |
Environmentally-friendly value chain |
Y |
Please refer to pages 2 to 3 of the attached for the activities implemented by Pru Life UK for the year 2018 to promote an environment-friendly value chain. |
|
|
C.1.10 |
Interaction with the communities |
Y |
Please see the following links to corporate social responsibility press releases in 2018: Education Prudence Foundation’s Cha-Ching highlighted in first BSP Financial Education Expo Safety Pru Life UK, MMDA renew SAFE STEPS partnership, employees granted with free accident insurance Health Bantayanons to receive Pru Life UK-funded ultrasound machines Volunteering |
|
|
C.1.11 |
Anti-corruption programmes and procedures |
Y |
Please refer to pages 2 to 3 of the attached for the activities that Pru Life UK has undertaken to implement its Anti-Bribery and Corruption Policy. Pru Life UK Anti-Bribery and Corruption Policy and Activities |
|
|
C.1.12 |
Creditors' rights |
Y |
Please see attached the activities implemented by Pru Life UK for the year 2018 to protect creditors’ rights. |
|
|
C.1.13 |
Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section? |
OECD Principle V (A): Disclosure should include, but not be limited to, material information on: (7) Issues regarding employees and other stakeholders. Companies are encouraged to provide information on key issues relevant to employees and other stakeholders that may materially affect the long term sustainability of the company. |
Y |
The corporate social responsibility (“CSR”) section of the website of Pru Life UK reports the Company’s CSR activities. The CSR section is available at the link below. |
|
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. |
||||
|
C.2.1 |
Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? |
OECD Principle IV (B): Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. The governance framework and processes should be transparent and not impede the ability of stakeholders to communicate and to obtain redress for the violation of rights. |
Y |
Please see the sub-section in the 2018 Annual Report entitled “Speak Out Confidential Helpline (Whistle Blowing Policy)” under the section of “Corporate Governance”. 2018 Pru Life UK Annual Report Please also see Pru Life UK’s website which provides a channel via the PRUhotline for customers and the general public to raise their concerns. |
|
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop. |
||||
|
C.3.1 |
Does the company explicitly disclose the health, safety, and welfare policy for its employees? |
OECD Principle IV (C): Performance-enhancing mechanisms for employee participation should be permitted to develop. In the context of corporate governance, performance enhancing mechanisms for participation may benefit companies directly as well as indirectly through the readiness by employees to invest in firm specific skills. Firm specific skills are those skills/competencies that are related to production technology and/or organizational aspects that are unique to a firm. Examples of mechanisms for employee participation include: employee representation on boards; and governance processes such as works councils that consider employee viewpoints in certain key decisions. With respect to performance enhancing mechanism, employee stock ownership plans or other profit sharing mechanisms are to be found in many countries. |
Y |
Please see attached the Health, Safety and Welfare Policies of Pru Life UK for its employees. This is disclosed in Pru Life UK’s intranet and is readily accessible to all employees. |
|
C.3.2 |
Does the company publish relevant information relating to health, safety and welfare of its employees? |
|
Please refer to the attached for the activities implemented by Pru Life UK for the year 2018 relating to the health, safety and welfare of its employees. |
|
|
C.3.3 |
Does the company have training and development programmes for its employees? |
Y |
Please see attached the training and development programmes provided by Pru Life UK for its employees for the year 2018. |
|
|
C.3.4 |
Does the company publish relevant information on training and development programmes for its employees? |
Y |
Please see attached relevant information on training and development programmes provided by Pru Life UK for its employees for the year 2018. |
|
|
C.3.5 |
Does the company have a reward/compensation policy that accounts for the performance of the company beyond shortterm financial measures? |
Y |
Please see attached disclosure on the Prudential compensation program which accounts for the performance of Pru Life UK and other subsidiaries beyond the short-term financial measures. |
|
|
C.4 Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
||||
|
C.4.1 |
Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour? |
OECD Principle IV(E): Stakeholders, including individual employees and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
Y |
Please see attached policies of Pru Life UK which include the procedures for handling complaints by employees concerning illegal and unethical behaviour. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
C.4.2 |
Does the company have a policy or procedure to protect an employee/person who reveals illegal/unethical behavior from retaliation? |
Y |
Please see attached policies of Pru Life UK which include the procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
Part D
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
D.1 Transparent ownership structure |
||||
|
D.1.1 |
Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? |
OECD Principle V: Disclosure and Transparency (A) Disclosure should include, but not limited to, material information on: (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, and beneficial ownership ICGN 7.6 Disclosure of ownership ...the disclosure should include a description of the relationship of the company to other companies in the corporate group, data on major shareholders and any other information necessary for a proper understanding of the company’s relationship with its public shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.1.2 |
Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.3 |
Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.4 |
Does the company disclose the direct and indirect (deemed) shareholdings of senior management? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.5 |
Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/vehicles (SPEs)/ (SPVs)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.2 Quality of Annual Report |
||||
|
|
Does the company's annual report disclose the following items: |
|
|
|
|
D.2.1 |
Key Risks |
OECD Principle V (A): (1) The financial and operating results of the company; (2) Company objectives, including ethics, environment, and other public policy commitments; (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, beneficial ownership; (4) Remuneration policy for members of the board and key executives, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board; (6) Foreseeable risk factors, including risk management system; (7) Issues regarding employees and other stakeholders; (8) Governance structure and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.
OECD Principle V (E): Channels for disseminating information should provide equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the section in the 2018 Annual Report entitled “Risk management (Key risks)”. |
|
D.2.2 |
Corporate Objectives |
Y |
Please see the section in the 2018 Annual Report entitled “Corporate objectives, mission, vision, and guiding principles”. |
|
|
D.2.3 |
Financial Performance Indicators |
Y |
Please see the section in the 2018 Annual Report entitled “Management’s discussion and analysis (Financial and non-financial indicators)”. |
|
|
D.2.4 |
Non-Financial Performance Indicators |
Y
|
Please see the section in the 2018 Annual Report entitled “Management’s discussion and analysis (Financial and non-financial indicators)”. |
|
|
D.2.5 |
Dividend Policy |
Y |
Please see the sub-section in the 2018 Annual Report entitled “Dividend policy” under the section on “Corporate governance”. |
|
|
D.2.6 |
Details of whistle-blowing policy |
Y |
Please see the sub-section in the 2018 Annual Report entitled “Speak Out Confidential Helpline (Whistle Blowing Policy)” under the section on “Corporate governance”. |
|
|
D.2.7 |
Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners |
Y |
Please see the sub-section in the 2018 Annual Report entitled “The Board of Directors” under the section on “Corporate governance”. |
|
|
D.2.8 |
Training and/or continuing education programme attended by each director/commissioner |
Y |
Please see the sub-section in the 2018 Annual Report entitled “Training and continuing education programme of directors” under the section on “Corporate governance”. |
|
|
D.2.9 |
Number of board of directors/commissioners meetings held during the year |
Y |
Please see the sub-section in the 2018 Annual Report entitled “Board meetings” under the section on “Corporate governance”. |
|
|
D.2.10 |
Attendance details of each director/commissioner in respect of meetings held |
Y |
Please see the sub-section in the 2018 Annual Report entitled “Board meetings” under the section on “Corporate governance”. |
|
|
D.2.11 |
Details of remuneration of each member of the board of directors/commissioners |
Y |
Please see the sub-section in the 2018 Annual Report entitled “Fee Structure and Remuneration of Directors” under the section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the Certification on Directors’ Fee Structure and Fees which is found on the website of Pru Life UK. |
|
|
|
Corporate Governance Confirmation Statement |
|
|
|
|
D.2.12 |
Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? |
OECD PRINCIPLE V (A) (8) UK CODE (JUNE 2010): Listing Rules 9.8.6 R (for UK incorporated companies) and 9.8.7 R (for overseas incorporated companies) state that in the case of a company that has a Premium listing of equity shares, the following items must be included in its Annual Report and accounts: a statement of how the listed company has applied the Main Principles set out in the UK CG Code, in a manner that would enable shareholders to evaluate how the principles have been applied; a statement as to whether the listed company has complied throughout the accounting period with all relevant provisions set out in the UK CG Code; or not complied throughout the accounting period with all relevant provisions set out in the UK CG Code, and if so, setting out:
ASX CODE: Under ASX Listing Rule 4.10.3, companies are required to provide a statement in their Annual Report disclosing the extent to which they have followed the Recommendations in the reporting period. Where companies have not followed all the Recommendations, they must identify the Recommendations that have not been followed and give reasons for not following them. |
Y |
Please see the sub-section in the 2018 Annual Report entitled “Code of corporate governance” under the section on “Corporate governance”. |
|
D.3 Disclosure of related party transactions (RPT) |
||||
|
D.3.1 |
Does the company disclose its policy covering the review and approval of material/significant RPTs? |
OECD Principle V: Disclosure and Transparency
ICGN 2.11.1 Related party transactions The company should disclose details of all material related party transactions in its Annual Report. |
Y |
Please refer to the attached Related Party Transactions Policy of Pru Life UK. Related Party Transactions Policy Please also see the sub-section in the 2018 Annual Report entitled "Related Party Transactions" under the section on "Corporate Governance". |
|
D.3.2 |
Does the company disclose the name of the related party and relationship for each material/significant RPT? |
Y |
Please see pages 55-56 of the 2018 Audited Financial Statements filed with the Bureau of Internal Revenue (BIR) and the Securities and Exchange Commission (SEC), particularly item 26 on Related Party Transactions. 2018 Audited Financial Statements Please also see the sub-section in the 2018 Annual Report entitled “Related Party Transactions” under the section on “Corporate governance”. |
|
|
D.3.3 |
Does the company disclose the nature and value for each material/significant RPT? |
Y |
Please see pages 55-56 of the 2018 Audited Financial Statements filed with the Bureau of Internal Revenue (BIR) and the Securities and Exchange Commission (SEC), particularly item 26 on Related Party Transactions. 2018 Audited Financial Statements Please also see the sub-section in the 2018 Annual Report entitled “Related Party Transaction” under the section on “Corporate governance”. |
|
|
D.4 Directors and commissioners dealings in shares of the company |
||||
|
D.4.1 |
Does the company disclose trading in the company's shares by insiders? |
OECD Principle V (A): (3) Major share ownership and voting rights ICGN 3.5 Employees share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. ICGN 5.5 Share ownership Every company should have and disclose a policy concerning ownership of shares of the company by senior managers and executive directors with the objective of aligning the interests of these key executives with those of shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.5 External auditor and Auditor Report |
||||
|
D.5.1 |
Are audit fees disclosed? |
OECD Principle V (C): An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. |
Y |
Please see the sub-section in the 2018 Annual Report entitled “External auditor” under the section on “Corporate governance”. |
|
|
Where the same audit firm is engaged for both audit and non-audit services, |
|
|
|
|
D.5.2 |
Are the non-audit fees disclosed? |
Y |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section in the 2018 Annual Report entitled “External auditor” under the section on “Corporate governance”. |
|
|
D.5.3 |
Does the non-audit fees exceed the audit fees? |
N |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section in the 2018 Annual Report entitled “External auditor” under the section on “Corporate governance”. |
|
|
D.6 Medium of communications |
||||
|
|
Does the company use the following modes of communication? |
|
|
|
|
D.6.1 |
Quarterly Reporting |
OECD Principle V (E): Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the link to the 2018 Quarterly Statistical Reports of Pru Life UK submitted to the Insurance Commission. |
|
D.6.2 |
Company Website |
Y |
Please see the link to the official website of Pru Life UK which is used by Pru Life UK as a mode of communication. |
|
|
D.6.3 |
Analyst's Briefing |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.6.4 |
Media briefings/Press conferences |
Y |
For 2018, Pru Life UK conducted press conferences and media briefings to inform the press/media about new products, partnerships, initiatives and activities of the company. During these events, the press/media were given the opportunity to ask questions on matters presented to them by the company. Certification on Press Conferences and Media Briefings On January 8, 2018, Pru Life UK held a press conference with sports reporters to present PRUride PH 2018 ambassador Coryn Rivera, one of the top women racing cyclists in the world. Please see link below for details. Fil-Am top rider Coryn Rivera to cycle in PRUride PH 2018’s Gran Fondo 100 On January 8, 2018, Pru Life UK held a press conference at Crowne Plaza Galleria Manila in conjunction with Robinsons Bank to announce the bancassurance partnership. Please see link below for details. Robinsons Bank and Pru Life UK establish bancassurance partnership On April 19, 2018, Pru Life UK held a media launch of its new product, myDNA Pro Bundle. Please see link below for details. Pru Life UK introduces breakthrough DNA-based health and wellness product On July 17, 2018, Pru Life UK held a send-off press conference for the representatives to the 2018 Prudential RideLondon. Please see link below for details. Pru Life UK fetes national cycling champs off to Prudential RideLondon 2018 On August 10, 2018, Pru Life UK, together with the Philippine Red Cross, held a press conference to announce the partnership on SAFE STEPS First Aid and Natural Disasters. Please see link below for details. Prudence Foundation strengthens first-aid awareness with PH Red Cross On October 10, 2018, Pru Life UK, together with the Office of Civil Defense, held a press conference to announce the partnership on SAFE STEPS Road Safety, First Aid, and Natural Disasters. Please see link below for details. Prudence Foundation partners with Office of Civil Defense for SAFE STEPS On November 9, 2018, Pru Life UK held a media launch of its new product, PRUlife your term. Please see link below for details. Pru Life UK introduces new yearly renewable term product On November 19, 2018, Pru Life UK held a media launch of PRUride PH 2019. Please see link below for details. PRUride PH 2019 registration now open On December 3, 2018, Pru Life UK, together with the Manila Ocean Park, help a press conference to announce the partnership on SAFE STEPS First Aid and Natural Disasters. Please see link below for details. Pru Life UK, Prudence Foundation team up with Manila Ocean Park Please refer to the Press Releases section of the Pru Life UK website which contains press articles from media briefings and press conferences. The Press Releases section is available at the link below. |
|
|
D.7 Timely filing/release of annual/financial reports |
||||
|
D.7.1 |
Is the audited annual financial report released within 120 days from the financial year end? |
OECD Principle V (C OECD Principle V (E) OECD Principle V-A ICGN 7.2 Timely Disclosure ICGN 7.3 Affirmation of financial statements The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company’s financial statements or financial accounts. |
Y |
Please see the link below for the copy of the 2018 Audited Financial Statements which was received by:
2018 Audited Financial Statements A copy of the 2018 Audited Financial Statements was uploaded to the official website of Pru Life UK on 15 April 2019 or 105th day from the financial year end. Please see link below with date and time stamp. 2018 Audited Financial Statements
|
|
D.7.2 |
Is the audited annual report released within 120 days from the financial year end? |
Y |
Please see link below of the 2018 Annual Report which was uploaded to the official website of Pru Life UK on 22 April 2019 or within 120th day from the financial year end. Please see link below with date and time stamp. |
|
|
D.7.3 |
Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? |
Y |
The Statement of Management’s Responsibility for Financial Statements which provides for the fair presentation of the financial statements of Pru Life UK free from material misstatement is signed by the Chairman of the Board (Mr. Henry Joseph M. Herrera), the President and Chief Executive Officer (Mr. Antonio Manuel G. De Rosas), and the Executive Vice President & Chief Financial Officer (Mr. Lee C. Longa) of the Corporation. Please see page 1 of the 2018 Audited Financial Statements attached below. |
|
|
D.8 Company Website |
||||
|
|
Does the company have a website disclosing up-to-date information on the following: |
|
|
|
|
D.8.1 |
Business operations |
OECD Principle V (A)
OECD Principle V (E)
ICGN 7.1 Transparent and open communication
ICGN 7.2 Timely disclosure |
Y |
Please see the 2018 Annual Report of Pru Life UK which is available on the website of Pru Life UK. |
|
D.8.2 |
Financial statements/reports (current and prior years) |
Y |
Please see the Annual Reports of Pru Life UK since year 2010 up to 2018 containing the financial statements/reports which are available on the website of Pru Life UK. |
|
|
D.8.3 |
Materials provided in briefings to analysts and media |
Y |
On April 19, 2018, Pru Life UK held a media launch of its new product, myDNA Pro Bundle. Please see link below for the product brochure which was circulated to the media attendees. On November 9, 2018, Pru Life UK held a media launch of its new product, PRUlife your term. Please see link below for the product brochure which was circulated to the media attendees. |
|
|
D.8.4 |
Shareholding structure |
Y |
Please see the section in the 2018 Annual Report entitled “Shareholding structure and group corporate structure” which is available on the website of Pru Life UK. 2018 Pru Life UK Annual Report Please see Pru Life UK’s Group corporate structure which is available on the website of Pru Life UK. This reflects Prudential Corporation Holdings Limited as the sole shareholder of Pru Life UK. |
|
|
D.8.5 |
Group corporate structure |
Y |
Please see Pru Life UK’s Group corporate structure which is available on the website of Pru Life UK. Pru Life UK Group Corporate Structure Please see the section in the 2018 Annual Report entitled “Shareholder structure and group corporate structure”. |
|
|
D.8.6 |
Downloadable annual report |
Y |
Please see the Annual Reports of Pru Life UK since year 2010 up to 2018 which are available on the website of Pru Life UK. |
|
|
D.8.7 |
Notice of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, the Notice and Agenda of the Annual Shareholders’ Meeting held on 21 June 2018 can be accesed in the link below. |
|
|
D.8.8 |
Minutes of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 21 June 2018 on 22 June 2018. Please see link below. Minutes of the Annual Meeting of Shareholders held on 21 June 2018 |
|
|
D.8.9 |
Company’s constitution (company’s by-laws, memorandum and articles of association) |
Y |
Please see the latest Amended Articles of Incorporation of Pru Life UK and Amended By-Laws of Pru Life UK which are found on the website of Pru Life UK. |
|
|
D.9 Investor Relations |
||||
|
D.9.1 |
Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer/office responsible for investor relations? |
ICGN 7.1 Transparent and open communication |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part E
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
E.1 Clearly defined board responsibilities and corporate governance policy |
||||
|
E.1.1 |
Does the company disclose its corporate governance policy /board charter? |
OECD PRINCIPLE V: Disclosure and Transparency (A) Disclosure should include, but not be limited to, material information on: (8) Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented. |
Y |
Please see the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
E.1.2 |
Are the types of decisions requiring board of directors/commissioners' approval disclosed? |
OECD PRINCIPLE VI (D) |
Y |
Please see Article 3, Section 1 on pages 3 to 4 of the Amended By-Laws of Pru Life UK and Section 9 on page 4 of the Board Charter of Pru Life UK. |
|
E.1.3 |
Are the roles and responsibilities of the board of directors/commissioners clearly stated ? |
Y |
Please see Article 3, Section 1 on pages 3 to 4 of the Amended By-Laws of Pru Life UK and Section 8 on pages 3 to 4 of the Board Charter of Pru Life UK. |
|
|
|
|
|||
|
E.1.4 |
Does the company have a vision and mission statement? |
OECD Principle 6 (P58) ICGN: 3.2 Integrity ICGN: 3.2 Integrity The board is responsible for overseeing the implementation and maintenance of a culture of integrity. The board should encourage a culture of integrity permeating all aspects of the co., and secure that its vision, mission and objectives are ethically sound. |
Y |
Please see the Vision and Mission of Pru Life UK which is available in the website of Pru Life UK. Pru Life UK - Mission and Vision Please see the Sub-section in the 2018 Annual Report entitled “Mission and vision” under the Section on “Corporate objectives, mission, vision, and guiding principles”. |
|
E.1.5 |
Has the board reviewed the vision and mission/strategy in the last financial year? |
|
Y |
Please see Part XXXIX of the Minutes of the Regular Meeting of the Board of Directors held on 30 August 2018 entitled “Review and Approval of the Mission and Vision of the Corporation as Required by the ASEAN Corporate Governance Scorecard”. Minutes of the Regular Meeting of the Board of Directors dated 30 August 2018 |
|
E.1.6 |
Does the board of directors monitor/oversee the implementation of the corporate strategy? |
|
Y |
Please see Part XXXIX of the Minutes of the Regular Meeting of the Board of Directors held on 30 August 2018 entitled “Review and Approval of the Mission and Vision of the Corporation as Required by the ASEAN Corporate Governance Scorecard”. Minutes of the Regular Meeting of the Board of Directors dated 30 August 2018 |
|
E.2 Board Structure |
||||
|
|
|
|||
|
E.2.1 |
Are the details of the code of ethics or conduct disclosed? |
OECD Principle VI (C) The board should apply high ethical standards. It should take into account the interests of stakeholders. The board had a key role in setting the ethical tone of a company, not only by its own actions, but also in appointing and overseeing key executives and consequently the management in general. High ethical standards are in the long term interests of the company as a means to make it credible and trustworthy, not only in day-to-day operations but also with respect to longer term commitments. To make the objectives of the board clear and operational, many companies have found it useful to develop company codes of conduct based on, inter alia, professional standards and sometimes broader codes of behaviour. The latter might include a voluntary commitment by the company (including its subsidiaries) to comply with the OECD Guidelines for Multinational Enterprises which reflect all four princples contained in the ILO Declaration on Fundamental Labour Rights. Company-wide codes serve as a standard for conduct by both the board and key executives, setting the framework for the exercise of judgment in dealing with varying and often conflicting constituencies. At a minimum, the ethical code should set clear limits on the pursuit of private interests, including dealings in the shares of the company. An overall framework for ethical conduct goes beyond compliance with the law, which should always be a fundamental requirement. |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Group Code of Business Conduct of Prudential plc. Please see the link below. |
|
E.2.2 |
Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Group Code of Business Conduct of Prudential plc. Please see page 1 of the attached which states that the Board of Directors, the senior management and all employees of Pru Life UK are required to comply with the Code of Business Conduct. |
|
|
E.2.3 |
Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? |
Y
|
Please see pages 4 to 5 of the attached on how Pru Life UK implements and monitors compliance with the Group Code of Business Conduct. |
|
|
|
|
|||
|
E.2.4 |
Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
OECD Principle VI (E) In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgment. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management. The ASX Code recommends at least a majority of independent directors, while the UK Code recommends at least half of the board, excluding the Chairman, be independent directors. The minimum of three independent directors is to ensure that companies with small boards have enough independent directors (note that stock exchange rules often require at least two independent directors). |
Y |
Update as of 20 June 2019: Ms. Angelica H. Lavares was elected as an independent director of Pru Life UK during the Stockholders’ meeting held on 20 June 2019. Ms. Lavares replaced Atty. Jose Feria, Jr. |
|
E.2.5 |
Are the independent directors/commissioners independent of management and major/substantial shareholders? |
OECD PRINCIPLE VI (E) |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Board of Directors” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report
|
|
E.2.6 |
Does the company have a term limit of nine years or less for its independent directors/commissioners? |
N |
|
|
|
E.2.7 |
Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
UK CODE (June 2010): Non-executive directors should be appointed for specified terms subject to re-election and statutory provisions relating to the removal of a director. Any term beyond six years for a non-executive director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board and to succession for appointments to the board and to senior management, so as to maintain an appropriate balance of skills and experience within the company and on the board. |
Y |
Please see Section 3 on page 2 of the Board Charter of Pru Life UK which states: “Each director may simultaneously hold no more than five (5) board seats in publicly listed companies (PLCs).” |
|
E.2.8 |
Does the company have any independent directors/commissioners who serve on a total of more than five boards of publicly-listed companies? |
OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. |
N |
Please see the Sub-section in the 2018 Annual Report entitled “The Board of Directors” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report
|
|
E.2.9 |
Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? |
N |
Please see the Sub-section in the 2018 Annual Report entitled “The Board of Directors” under the Section on “Corporate governance”. |
|
|
|
|
|||
|
E.2.10 |
Does the company have a Nominating Committee (NC)? |
OECD PRINCPLE II (C) (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. With respect to nomination of candidates, boards in many companies have established Nominating Committees to ensure proper compliance with established nomination procedures and to facilitate and coordinate the search for a balanced and qualified board. It is increasingly regarded as good practice in many countries for independent board members to have a key role on this committee. To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. |
Y |
Please see the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see the sub-section in the 2018 Annual Report entitled "The Nomination Committee" under the section on "Corporate governance". |
|
E.2.11 |
Does the Nominating Committee comprise of a majority of independent directors/commissioners? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Nomination Committee” under the Section on “Corporate governance” which shows that 3 of the 3 members of the Nomination Committee (i.e. Henry Joseph M. Herrera, Cesar P. Manalaysay, and Romerico S. Serrano) are independent directors. 2018 Pru Life UK Annual Report Please see Section 2 on page 1 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
|
E.2.12 |
Is the Chairman of the Nominating Committee an independent director/commissioner? |
This item is in most codes of corporate governance. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Nomination Committee” under the Section on “Corporate governance” which shows that the Chairman of the Nomination Committee, Cesar P. Manalaysay, is an independent director. 2018 Pru Life UK Annual Report Please see Section 2 on page 1 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee
|
|
E.2.13 |
Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. Given the responsibilities of the NC spelt out in codes of corporate governance, the NC is unlikely to be fulfilling these responsibilities effectively if it is only meeting once a year. Globally, the NC of large companies would meet several times a year. |
Y |
Please see the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
E.2.14 |
Did the Nominating Committee meet at least twice during the year? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Nomination Committee” under the section on “Corporate governance”. |
|
|
E.2.15 |
Is the attendance of members at Nominating Committee meetings disclosed? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Nomination Committee” under the Section on “Corporate governance”. |
|
|
|
Remuneration Committee |
|||
|
E.2.16 |
Does the company have a Remuneration Committee? |
OECD PRINCIPLE VI (D) (4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. It is considered good practice in an increasing number of countries that remuneration policy and employment contracts for board members and key executives be handled by a special committee of the board comprising either wholly or a majority of independent directors. There are also calls for a Remuneration Committee that excludes executives that serve on each others’ Remuneration Committtees, which could lead to conflicts of interest. |
Y |
Please see the Revised Charter of the Remuneration Committee which is available on the website of Pru Life UK. Revised Charter of the Remuneration Committee Please see the Sub-section in the 2018 Annual Report entitled “The Remuneration Committee” under the Section on “Corporate governance”. |
|
E.2.17 |
Does the Remuneration Committee comprise of a majority of independent directors/commissioners? |
Y |
Please see the sub-section in the 2018 Annual Report entitled “The Remuneration Committee” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see Section 2 on page 1 of the Revised Charter of the Remuneration Committee which is available on the website of Pru Life UK. |
|
|
E.2.18 |
Is the Chairman of the Remuneration Committee an independent director/commissioner? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Remuneration Committee” under the Section on “Corporate governance” which shows that the Chairman of the Remuneration Committee, Romerico S. Serrano, is an independent director. |
|
|
E.2.19 |
Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. |
Y |
The Revised Charter of the Remuneration Committee is available on the website of Pru Life UK. |
|
E.2.20 |
Did the Remuneration Committee meet at least twice during the year? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Remuneration Committee” under the Section on “Corporate governance”. |
|
|
E.2.21 |
Is the attendance of members at Remuneration Committee meetings disclosed? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Remuneration Committee” under the Section on “Corporate governance”. |
|
|
|
Audit Committee |
|||
|
E.2.22 |
Does the company have an Audit Committee? |
OECD PRINCIPLE VI (E) |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
E.2.23 |
Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in the increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Audit Committee” under the Section on “Corporate governance”, which is available on the website of Pru Life UK and which shows that:
On 14 March 2019, the Board of Directors (a) revised the Audit Committee Charter to provide that “the Committee shall consist of no less than three members, all of whom are independent directors and work outside the day to day operations of the Company”; and (b) appointed Henry Joseph M. Herrera, Cesar P. Manalaysay, and Romerico S. Serrano, all independent directors, as members of the Audit Committee. |
|
E.2.24 |
Is the chairman of the Audit Committee an independent director/commissioner? |
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
E.2.25 |
Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? |
|
Y |
Please see the Revised Charter of the Audit Committee which is available on the website of Pru Life UK. Audit Committee Terms of Reference dated 21 June 2018 On 14 March 2019, the Board of Directors further revised the Charter of the Audit Committee to provide that “the Committee shall consist of no less than three members, all of whom are independent directors and work outside the day to day operations of the Company”. |
|
E.2.26 |
Does the Annual Report disclose the profile or qualifications of the Audit Committee members? |
Most codes specify the need for accounting/finance expertise or experience. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Audit Committee” under the Section on “Corporate governance”. |
|
E.2.27 |
Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
UK CODE (JUNE 2010) C.3.1 The board should satisfy itself that at least one member of the Audit Committe has recent and relevant financial experience. As many of the key responsibilities of the Audit Committee are accounting-related, such as oversight of financial reporting and audits, it is important to have someone specifically with accounting expertise, not just general financial expertise. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Audit Committee” under the Section on “Corporate governance” which shows the Chairman of the Audit Committee of Pru Life UK, Mr. Henry Joseph M. Herrera, served as Assistant Vice President, Financial Controller and Analyst of a life insurance company from 1984 up to 1988. |
|
E.2.28 |
Did the Audit Committee meet at least four times during the year? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Audit Committee” under the Section on “Corporate governance”. |
|
|
E.2.29 |
Is the attendance of members at Audit Committee meetings disclosed? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Audit Committee” under the Section on “Corporate governance”. |
|
|
E.2.30 |
Does the Audit Committee have primary responsibility for recommendation on the appointment and removal of the external auditor? |
UK CODE (June 2010) |
Y |
Please see Section 4.c.iv.a on page 5 of Pru Life UK's Audit Committee Terms of Reference. Audit Committee Terms of Reference dated 21 June 2018 On 14 March 2019, the Board of Directors further revised the Charter of the Audit Committee. Please see Section 4.c.iv.a on page 5. Audit Committee Terms of Reference dated 14 March 2019 Please see below the Certification issued by Pru Life UK’s Corporate Secretary on the endorsement by the Audit Committee of the exteral auditor of the Company. |
|
E.3 Board Process |
||||
|
|
Board Meetings and Attendance |
|||
|
E.3.1 |
Are the board of directors meetings scheduled before the start of the financial year? |
Scheduling board meetings before or at the beginning of the year would allow directors to plan ahead to attend such meetings, thereby helping to maximise participation, especially as non-executive directors often have other commitments. Additional ad hoc meetings can always be scheduled if and when necessary. It is common practice for boards in developed markets to schedule meetings in this way. |
Y |
Please see item XVI entitled “Schedule of Meetings and Board Education Sessions for the Years 2019 and 2020” of the Minutes of the Regular Meeting of the Board of Directors held on 22 November 2018. Minutes of the Regular Meeting of the Board of Directors dated 22 November 2018 |
|
E.3.2 |
Does the board of directors/commissioners meet at least six times per year? |
WORLDBANK PRINCIPLE 6 INDO SCORECARD |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Board meetings” under the Section on “Corporate governance”. |
|
E.3.3 |
Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? |
OECD PRINCIPLE VI (E) Specific limitations may be less important than ensuring that members of the board enjoy legitimacy and confidence in the eyes of shareholders. Achieving legitimacy would also be facilitated by the publication of attendance records for individual board members (e.g. whether they have missed a significant number of meetings) and any other work undertaken on behalf of the board and the associated remuneration. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Board meetings” under the Section on “Corporate governance”.
|
|
E.3.4 |
Does the company require a minimum quorum of at least 2/3 for board decisions? |
WORLDBANK PRINCIPLE 6 |
N |
|
|
E.3.5 |
Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? |
WORLDBANK PRINCIPLE 6 |
Y |
Please see the Agenda of the Meeting of the External Directors (i.e. non-executive directors) held on 21 June 2018. Agenda of the Meeting of the External Directors Please see the Certification of the Corporate Secretary stating that the non-executive directors (who are directors not employed by Pru Life UK and its Regional Head Office) met separately on 21 June 2018 without any executives present. |
|
|
|
|||
|
E.3.6 |
Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? |
OECD PRINCIPLE VI (F) In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information. WORLDBANK PRINCIPLE 6 (VI.F.2) Does such information need to be provided to the board at least five business days in advance of the board meeting? |
Y |
Please see the Certification of the Corporate Secretary stating that for the year 2018, the Corporate Secretary sent the board papers to the Board of Directors at least five (5) business days in advance of the board meetings. |
|
E.3.7 |
Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
OECD PRINCIPLE VI (F) ICSA Guidance on the Corporate Governance Role of the Company Secretary |
Y |
Please see Section 5 of Article IV on page 8 of the Amended By-Laws of Pru Life UK. Please see Section 12 on page 6 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see Section 8 on page 3 of the Revised Nomination Committee Charter of Pru Life UK which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see Section 7 on page 4 of the Revised Related Party Transactions Committee Charter of Pru Life UK which is available on the website of Pru Life UK. Revised Related Party Transactions Committee Charter Please see Section 7 on page 3 of Risk Committee Charter which is available on the website of Pru Life UK. |
|
E.3.8 |
Is the company secretary trained in legal, accountancy or company secretarial practices? |
WORLDBANK PRINCIPLE 6 (VI.D.2.12) Do company boards have a professional and qualified company secretary? |
Y |
Please see the profile of the company secretary of Pru Life UK which is available on the website of Pru Life UK. |
|
|
Board Appointments and Re-election |
|||
|
E.3.9 |
Does the company disclose the criteria used in selecting new directors/commissioners? |
OECD PRINCIPLE II (C) (3) To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. OECD PRINCIPLE VI (D) (5) Ensuring a formal and transparent board nomination and election process. These Principles promote an active role for shareholders in the nomination and election of board members. The board has an essential role to play in ensuring that this and other aspects of the nominations and election process are respected. First, while actual procedures for nomination may differ among countries, the board or a nomination committee has a special responsibility to make sure that established procedures are transparent and respected. Second, the board has a key role in identifying potential members for the board with appropriate knowledge, competencies and expertise to complement the existing skills of the board and thereby improve its value-adding potential for the company. In several countries, there are calls for an open search process extending to a broad range of people. |
Y |
Please see Sections 2, 3 and 4 on pages 1 and 2 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee
|
|
E.3.10 |
Does the company disclose the process followed in appointing new directors/commissioners? |
|
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see Sections 2, 3, and 4 on pages 1 and 2 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
E.3.11 |
Are all the directors/commissioners subject to re-election at least once every three years? |
ICGN:2.9.1 Election of directors: Directors should be conscious of their accountability to shareholders, and many jurisdictions have mechanism to ensure that this is in place on an ongoing basis. There are some markets however where such accountability is less apparent and in these each director should stand for election on an annual basis. Elsewhere, directors should stand for election at least once every three years, though they should face evaluation more frequently. WORLDBANK PRINCIPLE 6 (VI.I.18) Can the re-election of board members be staggered over time? (Staggered boards are those where only a part of the board is re-elected at each election, e.g. only 1/3 of directors are re-elected every year.) |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
Remuneration Matters |
|||
|
E.3.12 |
Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? |
OECD PRINCIPLE VI (D) (1) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. In an increasing number of countries, it is regarded as good practice for boards to develop and disclose a remuneration policy statement covering board members and key executives. Such policy statements specify the relationship between remuneration and performance, and include measurable standards that emphasize the longer run interests of the company over short term considerations. Policy statements generally tend to set conditions for payments to board members for extra-board activities, such as consulting. They also often specify terms to be observed by board members and key executives about holding and trading the stock of the company, and the procedures to be followed in granting and re-pricing of options. In some countries, policy also covers the payments to be made when terminating the contract of an executive. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Remuneration Policy for Executive Directors and Chief Executive Officer” under the Section on “Corporate governance”. |
|
E.3.13 |
Is there disclosure of the fee structure for non-executive directors/commissioners? |
UK CODE (JUNE 2010) D.1.3 Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Disclosure of fee structure for non-executive directors allows shareholders to assess if these directors are remunerated in an appropriate manner, for example, whether they are paid for taking on additional responsibilities and contributions, such as chairing committees. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Fee Structure and Remuneration of Directors” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the Certification on Directors’ Fee Structure and Fees which is found on the website of Pru Life UK. |
|
E.3.14 |
Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
OECD PRINCIPLE VI. (D4) The Board should fulfill certain key functions including aligning key executive and board remuneration with the longer term interests of the company and its shareholders. ICGN 2.3 (D) and (E)
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
E.3.15 |
Do independent non-executive directors/commissioners receive options, performance shares or bonuses? |
UK CODE (JUNE 2010) (D.1.3) Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Remuneration for non-executive directors should not include share options or other performance-related elements. |
N |
|
|
|
Internal Audit |
|||
|
E.3.16 |
Does the company have a separate internal audit function? |
OECD PRINCIPLE VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Ensuring integrity of the essential reporting and monitoring systems will require the board to set and enforce clear lines of responsiblity and accountability throughout the organisation. The board will also need to ensure that there is appropriate oversight by senior management. One way of doing this is through an internal audit system directly reporting to the board. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015. While this is a default item, please be advised that the internal audit of Pru Life UK is headed by the Group-wide Internal Audit of Prudential plc, the ultimate parent company of Pru Life UK. |
|
E.3.17 |
Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? |
Companies often disclose that they have an internal audit but, in practice, it is not uncommon for it to exist more in form than in substance. For example, the in-house internal audit may be assigned to someone with other operational responsibilities. As internal audit is unregulated, unlike external audit, there are firms providing outsourced internal audit sevices which are not properly qualified to do so. Making the identity of the head of internal audit or the external service provider public would provide some level of safeguard that the internal audit is substantive. |
Y |
The internal audit of Pru Life UK is handled by the Group-wide Internal Audit (“GwIA”) of Prudential plc, the ultimate parent company of Pru Life UK. The Director of Audit for Asia of GwIA, Kevin Choi, heads the internal audit of Pru Life UK.
|
|
E.3.18 |
Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
OECD PRINCIPLE VI (D) 7 In some jurisdictions, it is considered good practice for the internal auditors to report to an independent Audit Committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. WORLDBANK PRINCIPLES 6 (VI.D.7.9) Does the internal auditors have direct and unfettered access to the board of directors and its independent Audit Committee? ASX Principles on CG “... companies should consider a second reporting line from the internal audit function to the board or relevant committee.” Under the ASX Principles, it is also recommended that the Audit Committee has access to internal audit without the presence of management, and that “the audit committee should recommend to the board the appointment and dismissal of a chief internal audit executive.” |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
Risk Oversight |
|||
|
E.3.19 |
Does the company disclose the internal control procedures/risk management systems it has in place? |
OECD PRINCIPLES 6 (VI) (D) (7) Ensuring integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. |
Y |
Please see the Section in the 2018 Annual Report entitled “Risk management (Key risks)”. |
|
E.3.20 |
Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems? |
UK CODE (JUNE 2010) C.2.1 The board should, at least annually, conduct a review of the effectiveness of the company’s risk management and internal control systems and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Compliance and Risk Management” under the section on “Corporate governance”. |
|
E.3.21 |
Does the company disclose how key risks are managed? |
OECD PRINCIPLE V (A) (6) Foreseeable risk factors. Disclosure of risk is most effective when it is tailored to the particular industry in question. Disclosure about the system for monitoring and managing risk is increasingly regarded as good practice. |
Y |
Please see the section in the 2018 Annual Report entitled “Risk management (Key risks)”. 2018 Pru Life UK Annual Report
|
|
E.3.22 |
Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company’s internal controls/risk management systems? |
OECD PRINCIPLE 6 (VI) (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. In some jurisdictions, it is considered good practice for the internal auditors to report to an independent audit committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. It should also be regarded as good practice for this committee, or equivalent body, to review and report to the board the most critical accounting policies which are the basis for financial reports. However, the board should retain final responsibility for ensuring the integrity of the reporting systems. Some countries have provided for the chair of the board to report on the internal control process. |
Y |
Please see the sub-section in the 2018 Annual Report entitled “Compliance and Risk Management” under the section on “Corporate governance”. |
|
E.4 People on the Board |
||||
|
|
|
|||
|
E.4.1 |
Do different persons assume the roles of chairman and CEO? |
OECD PRINCIPLE VI (E) The board should be able to exercise objective independent judgement on corporate affairs. In a number of countries with single tier board systems, the objectivity of the board and its independence from management may be strengthened by the separation of the role of chief executive and chairman, or, if these roles are combined, by designating a lead non-executive director to convene or chair sessions of the outside directors. Separation of the two posts may be regarded as good practice, as it can help to achieve an appropriate balance of power, increase accountability and improve the board’s capacity for decision making independent of management. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Board of Directors” under the Section on “Corporate governance” and the Section in the 2018 Annual Report entitled “Corporate officers.” 2018 Pru Life UK Annual Report
Please see the profile of the Chairman of the Board of Directors of Pru Life UK which is available on the website of Pru Life UK. Pru Life UK Board of Directors Please see the profile of the Chief Executive Officer of Pru Life UK in the 2 links below which are available on the website of Pru Life UK. |
|
E.4.2 |
Is the chairman an independent director/commissioner? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Board of Directors” under the Section on “Corporate governance”. |
|
|
E.4.3 |
Has the chairman been the company CEO in the last three years? |
N |
Please see the Sub-section in the 2018 Annual Report entitled “The Board of Directors” under the Section on “Corporate governance”. |
|
|
E.4.4 |
Are the role and responsibilities of the chairman disclosed? |
ICGN: 2.5 Role of the Chair The chair has the crucial function of setting the right context in terms of board agenda, the provision of information to directors, and open boardroom discussions, to enable the directors to generate the effective board debate and discussion and to provide the constructive challenge which the company needs. The chair should work to create and maintain the culture of openness and constructive challenge which allows a diversity of views to be expressed. The chair should be available to shareholders for dialogue on key matters of the company's governance and where shareholders have particular concerns. |
Y |
Please see Section 4 on page 2 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK. |
|
|
|
|||
|
E.4.5 |
Does at least one non-executive director/commissioners have prior working experience in the major sector that the company is operating in? |
ICGN: 2.4.3 Independence Alongside appropriate skill, competence and experience, and the appropriate context to encourage effective behaviours, one of the principal features of a well-governed corporation is the exercise by its board of directors of independent judgment, meaning judgment in the best interests of the corporation, free of any external influence on any individual director, or the board as a whole. In order to provide this independent judgment, and to generate confidence that independent judgment is being applied, a board should include a strong presence of the independent non-executive directors with appropriate competencies including key industry sector knowledge and experience. There should be at least a majority of independent directors on each board. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Board of Directors” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the respective profiles of Henry Joseph Herrera, Stephen Paul Bickell and Teoh Kwui Ying, our non-executive directors who have prior working experience in the insurance industry, which are available on the website of Pru Life UK.
|
|
E.4.6 |
Does the company disclose a board of directors/commissioners diversity policy? |
ASX Code Recommendation 3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. Regulations and codes of corporate governance in many developed markets now incorporate board diversity as a consideration in board composition. |
Y |
Please see Section 14 on page 6 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see Section 5 in page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
E.5 Board Performance |
||||
|
|
|
|||
|
E.5.1 |
Does the company have orientation programmes for new directors/commissioners? |
This item is in most corporate codes of corporate governance. |
Y |
Please see Section 15 on pages 6 to 7 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK.
|
|
E.5.2 |
Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? |
OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. In order to improve board practices and the performance of its members, an increasing number of jurisdictions are now encouraging companies to engage in board training and voluntary self-evaluation that meets the needs of the individual company. This might include that board members acquire appropriate skills upon appointment, and thereafter remain abreast of relevant new laws, regulations, and changing commercial risks through in-house training and external courses. |
Y |
Please see Section 16 on page 7 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see the Sub-section in the 2018 Annual Report entitled “Training and continuing education programme of directors” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please note that for the past years as disclosed in previous ACGS reports, the Board has consistently held Board Education Sessions on a yearly basis. |
|
|
|
|||
|
E.5.3 |
Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? |
OECD PRINCIPLE VI (D) (3) Selecting compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning. In two tier board systems, the supervisory board is also responsible for appointing the management board which will normally comprise most of the key executives. |
Y |
Please see link below for the Pru Life UK Succession Management Policy.
|
|
E.5.4 |
Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
OECD PRINCIPLE VI (D) (2) Monitoring the effectiveness of the company’s governance practices and making changes as needed. Monitoring of governance by the board also includes continuous review of the internal structure of the company to ensure that there are clear lines of accountability for management throughout the organisation. In addition to requiring the monitoring and disclosure of corporate governance practices on a regular basis, a number of countries have moved to recommend or indeed mandate self-assessment by boards of their performance as well as performance reviews of individual board members and the CEO/Chairman. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Year 2018 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the Certification of the Corporate Secretary on the 2018 Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2018 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the CEO/President. |
|
|
|
|||
|
E.5.5 |
Is an annual performance assessment conducted of the board of directors/commissioners? |
OECD PRINCIPLE VI (D) 2 |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Year 2018 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the 2018 Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2018 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the board of directors. 2018 Annual Performance Assessment Questionnaire Please see Section 10 on page 5 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
E.5.6 |
Does the company disclose the process followed in conducting the board assessment? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Year 2018 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the 2018 Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2018 Annual Performance Assessment Questionnaire which contains the criteria and process followed in conducting the board assessment. |
|
|
E.5.7 |
Does the company disclose the criteria used in the board assessment? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Year 2018 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the 2018 Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2018 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the board assessment and is disclosed on the website of Pru Life UK. |
|
|
|
|
|||
|
E.5.8 |
Is an annual performance assessment conducted of individual director/commissioner? |
OECD PRINCIPLE VI (D) (2) |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Year 2018 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the 2018 Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2018 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the individual director. 2018 Annual Performance Assessment Questionnaire Please see Section 10 on page 5 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
E.5.9 |
Does the company disclose the process followed in conducting the director/commissioner assessment? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Year 2018 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the 2018 Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2018 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the director assessment and is disclosed on the website of Pru Life UK. |
|
|
E.5.10 |
Does the company disclose the criteria used in the director/commissioner assessment? |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Year 2018 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the 2018 Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2018 Annual Performance Assessment Questionnaire which contains the criteria used in the director assessment and is disclosed on the website of Pru Life UK. |
|
|
|
|
|||
|
E.5.11 |
Is an annual performance assessment conducted of the board of directors/commissioners committees? |
UK CODE (JUNE 2010) B.6 Evaluation: The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Year 2018 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate governance”. 2018 Pru Life UK Annual Report Please see the 2018 Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2018 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the board committees. 2018 Annual Performance Assessment Questionnaire Please see Section 10 on page 5 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
Penalty
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1(P) |
Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders? |
OECD Principle II (A) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
||||
|
A.2.1(P) |
Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? |
OECD Principle II (G) Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
N |
|
|
A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
||||
|
A.3.1(P) |
Did the company include any additional and unannounced agenda item into the notice of AGM/EGM? |
OECD Principle II (C) 2 |
N |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 20 June 2019. Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 Please see the Notice and Agenda of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of the Shareholders held on 21 June 2018 |
|
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
|
Did the company fail to disclose the existence of: |
|
|
|
|
A.4.1(P) |
Shareholders agreement? |
OECD Principle II (D) |
N |
No such Shareholders Agreement exists. |
|
A.4.2(P) |
Voting cap? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.4.3(P) |
Multiple voting rights? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
A.5.1(P) |
Is a pyramid ownership structure and/ or cross holding structure apparent? |
OECD Principle II (D) Capital structures and arrangements that enable certain shareholders to obtain a degree of controls disproportionate to their equity ownership should be disclosed. Some capital structure allow a shareholder to exercise a degree of control over the corporation disproportionate to the shareholders’s equity ownership in the company. Pyramid structure, cross shareholdings and shares with limited or multiple voting rights can be used to diminish the capability of noncontrolling shareholders to influence corporate policy. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
B.1 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.1.1(P) |
Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? |
OECD Principle III: The Equitable Treatment of Shareholders (B) Insider trading and abusive dealing should be prohibited. ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. ICGN 8.5 Shareholder rights of action ... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
B.2 Protecting minority shareholders from abusive action |
||||
|
B.2.1(P) |
Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflict of interest Companies should have a process for identifying and managing any conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. ICGN 8.5 Shareholder rights of action Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
C.1.1(P) |
Has there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/commercial/competition or environmental issues? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
N |
|
|
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and |
||||
|
C.2.1(P) |
Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? |
OECD Principle IV (B) Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regularly basis. |
N |
|
|
||||
|
D.1 Sanctions from regulator on financial reports |
||||
|
D.1.1(P) |
Did the company receive a “qualified opinion” in its external audit report? |
OECD Principle V: Disclosure and Transparency (B) Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosures. (C) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and the performance of the company in all material respects.
|
N |
Please see the 2018 Audited Financial Statements filed before the BIR and the SEC. |
|
D.1.2(P) |
Did the company receive an “adverse opinion” in its external audit report? |
N |
Please see the 2018 Audited Financial Statements filed before the BIR and the SEC. |
|
|
D.1.3(P) |
Did the company receive a “disclaimer opinion” in its external audit report? |
N |
Please see the 2018 Audited Financial Statements filed before the BIR and the SEC. |
|
|
D.1.4(P) |
Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? |
N |
Please see the 2018 Audited Financial Statements filed before the BIR and the SEC. |
|
|
||||
|
E.1 Compliance with listing rules, regulations and applicable laws |
||||
|
E.1.1(P) |
Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules? |
OECD Principle VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Companies are also well advised to set up internal programmes and procedures to promote compliance with applicable laws, regulations and standards, including statutes to criminalise bribery of foreign officials that are required to be enacted by the OECD Anti-bribery Convention and measures designated to control other forms of bribery and corruption. Moreover, compliance must also relate to other laws and regulations such as those covering securities, competition and work and safety conditions. Such compliance programmes will also underpin the company’s ethical code. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
E.1.2(P) |
Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? |
UK CODE (June 2010) A.4.3 Where directors have concern which cannot be resolved about the runnning of the company or a proposed action, they should ensure that their concerns are recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chairman, for circulation to the board, if they have any such concerns. |
N |
|
|
E.2 Board Appraisal |
||||
|
E.2.1(P) |
Does the Company have any independent directors/commissioners who have served for more than nine years or two terms (whichever is higher) in the same capacity? |
OECD Principle V (C) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
N |
Under Insurance Commission Circular Letter No. 2018-36 dated 26 June 2018 entitled “Rules on Number of Seats, Qualifications and Term Limits of Independent Directors” (IDs), IDs shall serve for a maximum cumulative term of nine (9) years with the foregoing term limit reckoned from 2 January 2015. An ID who served the maximum period shall be perpetually barred from any re-election in the same insurance company but may continue therein as a non-independent director. All previous terms served by the existing ID as of the date of the Circular shall not be counted in determining the above periods. The Company has two (2) IDs and one (1) ID who are in their 12th and 8th year, respectively, as of 2018, but only on the 3rd year of their terms based on the aforementioned Circular. |
|
E.2.2(P) |
Did the company fail to identify who are the independent director(s)/commissioner(s)? |
ICGN 2.4 Composition and structure of the board |
N |
Please see the sub-section in the 2018 Annual Report entitled “The Board of Directors” under the section of “Corporate governance”. |
|
E.3 External Audit |
||||
|
E.3.1(P) |
Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)? |
OECD Principle V (D) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
N |
Please see the sub-section in the 2018 Annual Report entitled “External auditor” under the section of “Corporate governance”. |
|
E.4 Board Structure and Composition |
||||
|
E.4.1(P) |
Is any of the directors a former CEO of the company in the past 2 years? |
|
N |
Please see the sub-section in the 2018 Annual Report entitled “The Board of Directors” under the section of “Corporate governance” which shows that none of the directors served as a former CEO of Pru Life UK. |
Bonus
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
||||
|
A.1.1(B) |
Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
B.1 Notice of AGM |
||||
|
B.1.1(B) |
Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? |
OECD Principle II (C) (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. OECD Principle III (A) ICGN 8.3.2 Shareholder participation in governance Shareholder should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual basis and also the right to appoint external auditors. ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. CLSA-ACGA (2010) CG Watch 2010 – Appendix 2. (I) CG rules and practices (25) Do company release their AGM notices (with detailed agendas and explanatory circulars) at least 28 days before the date of the meeting? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 The Notice and Agenda of the Annual Shareholders’ Meeting held on 21 June 2018 was sent on 23 May 2018 or 29 days before the date of the meeting. |
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected |
||||
|
C.1.1(B) |
Does the company practice integrated report on its annual reports? |
International <IR> Framework -DRAFT, IIRC Council |
N |
|
|
||||
|
D.1 Quality of Annual Report |
||||
|
D.1.1(B) |
Are the audited annual financial report/statement released within 60 days from the financial year end? |
OECD Principle V (C) |
N |
|
|
D.1.2(B) |
Does the company disclose details of remuneration of the CEO? |
|
Y |
Please see the Sub-section in the 2018 Annual Report entitled “Remuneration Policy for Executive Directors and Chief Executive Officer” under the Section on “Corporate governance”. |
|
||||
|
E.1 Board Competencies and Diversity |
||||
|
E.1.1(B) |
Does the company have at least one female independent director/commissioner? |
ICGN 2.4.1 Skills and experience The board should consist of directors with the requisite range of skills, competence, knowledge, experience and approach, as well as a diversity of perspectives, to set the context for appropriate board behaviours and to enable it to discharge its duties and responsibilities effectively. |
Y |
As of 20 June 2019: Ms. Angelica H. Lavares was elected as an independent director of Pru Life UK during the Stockholders’ meeting held on 20 June 2019. Ms. Lavares replaced Atty. Jose Feria, Jr. Certification on Independent Directors
|
|
E.2 Nominating Committee |
||||
|
E.2.1(B) |
Does the Nominating Committee comprise entirely of independent directors/commissioners? |
ICGN 2.4.4 Composition of board committees The members of these key board committees should be solely non-executive directors, and in the case of the audit and remuneration committees, solely independent directors. All members of the nominations committee should be independent from management and at least a majority should be independent from dominant owners. |
Y |
Please see the Sub-section in the 2018 Annual Report entitled “The Nomination Committee” under the section on “Corporate governance” which shows that 3 of the 3 members of the Nomination Committee (i.e. Henry Joseph M. Herrera, Cesar P. Manalaysay, and Romerico S. Serrano) are independent directors. |
|
E.2.2(B) |
Does the Nominating Comittee undertake the process of identifying the quality of directors aligned with the company’s strategic directions? |
|
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see the Certification of the Corporate Secretary on the Qualification of Directors. |
|
E.3 Board Appointments and Re-election |
||||
|
E.3.1(B) |
Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? |
WORLDBANK PRINCIPLE 6 (VI.I.21) Are boards known to hire professional search firms when proposing candidates to the board? |
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee As of 20 June 2019: Pru Life UK sought the assistance of the Institute of Corporate Directors (ICD) in finding candidates for independent directors of Pru Life UK. Ms. Angelica H. Lavares, who was referred by the ICD, was elected as an independent director of Pru Life UK during the Stockholders’ meeting held on 20 June 2019. Ms. Lavares replaced Atty. Jose Feria, Jr. |
|
E.4 Board Structure & Composition |
||||
|
E.4.1(B) |
Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners? |
|
N |
|
|
E.5 Board Performance |
||||
|
E.5.1(B) |
Does the company have a separate level Risk Committee? |
International Financial Corporation’s Global Corporate Governance Forum Publication: When Do Companies Need a Board-level Risk Management Committee? (Volume 31, pp. 11, March 2013) |
Y |
Please see Section 11.D on page 5 of the Board Charter which is available on the website of Pru Life UK. Please see the following Risk Committee Charter which is available on the website of Pru Life UK. Risk Committee Charter dated 22 March 2018 Please see the Certification on Risk Committee which is available on the website of Pru Life UK. |
2017
Part A
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1 |
Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? |
OECD Principle II: The Rights of Shareholders and Key Ownership Functions (A) Basic shareholder rights should include the right to, amongst others: (6) share in the profits of the corporation. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Right to participate in decisions concerning fundamental corporate changes. |
||||
|
|
Do shareholders have the right to participate in: |
|
|
|
|
A.2.1 |
Amendments to the company's constitution? |
OECD Principle II (B) Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: (1) amendments to the statutes, or articles of incorporation or similar governing documents of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.2 |
The authorisation of additional shares? |
OECD Principle II (B): (2) the authorisation of additional shares |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.3 |
The transfer of all or substantially all assets, which in effect results in the sale of the company? |
OECD Principle II (B): (3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
||||
|
A.3.1 |
Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
OECD Principle II (C):
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.2 |
Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.3 |
Does the company allow shareholders to elect directors/commissioners individually? |
Y |
Please see item 6 of the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Please see the Certification stating that the shareholders were allowed to elect/cast their votes on nominated directors individually in the Annual Meeting of the Shareholders held on 22 June 2017. Certification on Election of Directors with Annex A Below is an additional response as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
|
A.3.4 |
Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds? |
OECD Principle II (C): Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
|
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.5 |
Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? |
OECD Principle II (C): (2) Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK is nevertheless compliant with the same. Please see item 7 of the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Below is an additional response as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
A.3.6 |
Do the minutes of the most recent AGM record questions and answers? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK is nevertheless compliant with the same. Please see item 7 of the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Below is an additional response as of 22 June 2018:
The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
|
A.3.7 |
Does the disclosure of the outcome of the most recent AGM include resolution(s)? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Below is an additional response as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
|
A.3.8 |
Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Below is an additional response as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
|
A.3.9 |
Does the company disclose the list of board members who attended the most recent AGM? |
OECD Principle II (C); and ICGN 2.4.2: All directors need to be able to allocate sufficient time to the board to perform their responsibilities effectively, including allowing some leeway for occasions when greater than usual time demands are made. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Below is an additional response as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
A.3.10 |
Did the chairman of the board of directors/commissioners attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Below is an additional response as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
|
A.3.11 |
Did the CEO/Managing Director/President attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Below is an additional response as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
|
A.3.12 |
Did the chairman of the Audit Committee attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Below is an additional response as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
|
A.3.13 |
Did the company organise their most recent AGM in an easy to reach location? |
OECD Principle II (C) |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Please see the Notice of the Annual Meeting of the Shareholders held on 22 June 2017. Notice of the Annual Meeting of Shareholders for 2017 with Annexes A and B with proxy form Below are additional responses as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. Please see the Notice of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders for 2018 with Annexes A and B with proxy form |
|
A.3.14 |
Does the company allow for voting in absentia? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.15 |
Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
OECD Principle II (C) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.16 |
Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.17 |
Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? |
OECD Principle II (C)
(1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 22 June 2017 on 23 June 2017 which is the next working day. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 with time stamp Below are additional responses as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. Pru Life UK also uploaded the draft Minutes of its Annual Shareholders’ Meeting held on 21 June 2018 on 22 June 2018 which is the next working day. Minutes of the Annual Meeting of the Shareholders held 21 June 2018 with time stamp |
|
A.3.18 |
Do companies provide at least 21 days notice for all resolutions? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 22 June 2017 which was sent to all Shareholders on 24 May 2017, or at least 21 days (i.e. 28 days to be exact) prior to the said Annual Meeting of the Shareholders. Notice of the Annual Meeting of Shareholders for 2017 with Annexes A and B with proxy form Below is an additional response as of 22 June 2018: Please see the Notice of the Annual Meeting of the Shareholders held on 21 June 2018 which was sent to all Shareholders on 23 May 2018 (i.e. 29 days to be exact), or at least 21 days prior to the said Annual Meeting of the Shareholders. Notice of the Annual Meeting of Shareholders for 2018 with Annexes A and B with proxy form
|
|
|
A.3.19 |
Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 22 June 2017. Notice of the Annual Meeting of Shareholders for 2017 with Annexes A and B with proxy form Below is an additional response as of 22 June 2018: Please see the Notice of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders for 2018 with Annexes A and B with proxy form |
|
|
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner. |
||||
|
A.4.1 |
In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? |
OECD Principle II (E): Markets for corporate control should be allowed to function in an efficient and transparent manner.
(1) The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that the investors understand their rights and recourse. Transactions should occur at transparent prices under fair conditions that protect the rights of all shareholders according to their class. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
||||
|
A.5.1 |
Does the Company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company? |
OECD Principle II (F) The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part B
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
B.1 Shares and voting rights |
||||
|
B.1.1 |
Do the company's ordinary or common shares have one vote for one share? |
OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (1) Within any series of a class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected. ICGN 8.3.1 Unequal voting rights Companies ordinary or common shares should feature one vote for one share. Divergence from a ‘one-share, one-vote’ standard which gives certain shareholders power which is disproprotionate to their equity ownership should be both disclosed and justified.
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.1.2 |
Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website/reports/the stock exchange/the regulator's website)? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2 Notice of AGM |
||||
|
B.2.1 |
Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? |
OECD Principle II (C) Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern shareholder meetings: (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions such as the nomination and election of board members, should be facilitated. OECD Principle II (A) All shareholders of the same series of a class should be treated equally. (4) Impediments to cross border voting should be eliminated.
ICGN 8.3.2 Shareholder participation in governance Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors in an individual basis and also the right to appoint external auditor.
ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of Shareholders dated 22 June 2017 Below is an additional response as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. |
|
B.2.2 |
Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 22 June 2017 which was drafted in English which is also the local-language. Notice of the Annual Meeting of Shareholders for 2017 with Annexes A & B with the proxy form Below is an additional response as of 22 June 2018: Please see the Notice of the Annual Meeting of the Shareholders held on 21 June 2018 which was drafted in English which is also the local-language. Notice of the Annual Meeting of Shareholders for 2018 with Annexes A and B with proxy form |
|
|
|
Does the notice of AGM/circulars have the following details: |
|
|
|
|
B.2.3 |
Are the profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/reelection included? |
Y |
Please see Annex A of the Notice and Agenda of the Annual Meeting of the Shareholders held on 22 June 2017. Notice of the Annual Meeting of Shareholders for 2017 - Annex A Below is an additional response as of 22 June 2018: Please see Annex A of the Notice and Agenda of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders for 2018 - Annex A |
|
|
B.2.4 |
Are the auditors seeking appointment/re-appointment clearly identified? |
Y |
Please see Annex B of the the Notice and Agenda of the Annual Meeting of the Shareholders held on 22 June 2017. Notice of the Annual Meeting of Shareholders for 2017 - Annex B Below is an additional response as of 22 June 2018: Please see Annex B of the Notice and Agenda of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders for 2018 - Annex B |
|
|
B.2.5 |
Has an explanation of the dividend policy been provided? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.6 |
Is the amount payable for final dividends disclosed? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.7 |
Were the proxy documents made easily available? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.3 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.3.1 |
Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.3.2 |
Are the directors and commissioners required to report their dealings in company shares within 3 business days? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4 Related party transactions by directors and key executives. |
||||
|
B.4.1 |
Does the company have a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest? |
OECD Principle III (C) Members of the board and key executives should be required to disclose to the board whether they, directly or indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation. ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.4.2 |
Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? |
Y |
Please refer to:
Terms of Reference of the Audit and Related Party Transactions Committee dated 30 March 2017
Terms of Reference of the Audit and Related Party Transactions Committee dated 22 June 2017
Related Party Transactions Committee Charter dated 24 August 2017
Related Party Transactions Policy dated 22 June 2017
|
|
|
B.4.3 |
Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4.4 |
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.5 Protecting minority shareholders from abusive actions |
||||
|
B.5.1 |
Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies? |
OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (2) Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress. |
N |
Please see pages 51 to 52 of the 2017 Audited Financial Statements filed with the BIR and the SEC. |
|
B.5.2 |
Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? |
Y |
Please refer to:
Terms of Reference of the Audit and Related Party Transactions Committee dated 30 March 2017
Terms of Reference of the Audit and Related Party Transactions Committee dated 22 June 2017
Related Party Transactions Committee Charter dated 24 August 2017
Related Party Transactions Policy dated 22 June 2017
|
|
Part C
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
|
Does the company disclose a policy that: |
|
|
|
|
C.1.1 |
Stipulates the existence and scope of the company’s efforts to address customers’ welfare? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. In all OECD countries, the rights of stakeholders are established by law (e.g. labour, business, commercial and insolvency laws) or by contractual relations. Even in areas where stakeholder interests are not legislated, many firms make additional commitments to stakeholders, and concern over corporate reputation and corporate performance often requires the recognition of broader interests. Global Reporting Initiative: Sustainability Report (C.1.1 – C.1.5) International Accounting Standards 1: Presentation of Financial Statements |
Y |
Please see below the Customer Health, Safety and Welfare Policies of Pru Life UK. |
|
C.1.2 |
Explains supplier/contractor selection practice? |
Y |
Please see below the Outsourcing Policies and Procedures of Pru Life UK: |
|
|
C.1.3 |
Describes the company’s efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Group Environment Policy of Prudential plc. Please see the links below. |
|
|
C.1.4 |
Elaborates the company’s efforts to interact with the communities in which they operate? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Community Investment Policy of Prudential plc. Please see the link below. Further, in line with the thematic pillars of Children, Education, and Disaster Preparedness and Recovery, Pru Life UK runs sustainable initiatives in partnership with local and international organizations. Pru Life UK also works to engage its employees in volunteer efforts that create a positive impact on communities. These programmes are in support of the regional strategy of Prudence Foundation, Prudential’s community investment arm in Asia. The foregoing can be accessed in the corporate social responsibility section of Pru Life UK’s website through the links below. |
|
|
C.1.5 |
Describe the company’s anti-corruption programmes and procedures? |
Y |
Please see below Pru Life UK’s Anti-Bribery and Corruption Policy. |
|
|
C.1.6 |
Describes how creditors’ rights are safeguarded? |
Y |
Please see attached disclosure of the protection of creditors' rights. |
|
|
|
Does the company disclose the activities that it has undertaken to implement the above mentioned policies? |
|
|
|
|
C.1.7 |
Customer health and safety |
OECD Principle IV (A) & Global Reporting Initiative |
Y |
Please refer to pages 11 to 14 of the Customer Health, Safety and Welfare Policies of Pru Life UK which provide the activities Pru Life UK has undertaken to implement said policies. |
|
C.1.8 |
Supplier/Contractor selection and criteria |
Y |
Please see below the Outsourcing Policies and Procedures of Pru Life UK which provide the activities Pru Life UK has undertaken to implement said policies: Outsourcing Policies and Procedures
|
|
|
C.1.9 |
Environmentally-friendly value chain |
Y |
Please refer to pages 2 to 3 of the attached for the activities implemented by Pru Life UK for the year 2017 to promote an environment-friendly value chain. |
|
|
C.1.10 |
Interaction with the communities |
Y |
Please see the following links to corporate social responsibility press releases in 2017: Children and Education Pru Life UK MDRT agents impart financial literacy to students in Cebu and Makati Pru Life UK advocates financial literacy anew with fourth Cha-Ching conference Prudence Foundation partners with British Embassy to build future Filipino leaders Pru Life UK inks partnership for road safety advocacy
Communities Pru Life UK donates ultrasound machines for underserved communities Pru Life UK, partners aid pregnant women in rural Aurora
Employee Volunteerism Pru Life UK, Save the Children Philippines collaborate for employee volunteer program |
|
|
C.1.11 |
Anti-corruption programmes and procedures |
Y |
Please refer to pages 2 to 3 of the attached for the activities that Pru Life UK has undertaken to implement its Anti-Bribery and Corruption Policy. |
|
|
C.1.12 |
Creditors' rights |
Y |
Please see attached the activities implemented by Pru Life UK for the year 2017 to protect creditors’ rights. |
|
|
C.1.13 |
Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section? |
OECD Principle V (A): Disclosure should include, but not be limited to, material information on: (7) Issues regarding employees and other stakeholders. Companies are encouraged to provide information on key issues relevant to employees and other stakeholders that may materially affect the long term sustainability of the company. |
Y |
The corporate social responsibility (“CSR”) section of the website of Pru Life UK reports the Company’s CSR activities. The CSR section is available at the link below. |
|
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. |
||||
|
C.2.1 |
Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? |
OECD Principle IV (B): Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. The governance framework and processes should be transparent and not impede the ability of stakeholders to communicate and to obtain redress for the violation of rights. |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Speak Out Confidential Helpline (Whistle Blowing Policy)” under the section of “Corporate Governance”. Please also see Pru Life UK’s website which provides a channel via the PRUhotline for customers to raise their concerns. |
|
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop. |
||||
|
C.3.1 |
Does the company explicitly disclose the health, safety, and welfare policy for its employees? |
OECD Principle IV (C): Performance-enhancing mechanisms for employee participation should be permitted to develop. In the context of corporate governance, performance enhancing mechanisms for participation may benefit companies directly as well as indirectly through the readiness by employees to invest in firm specific skills. Firm specific skills are those skills/competencies that are related to production technology and/or organizational aspects that are unique to a firm. Examples of mechanisms for employee participation include: employee representation on boards; and governance processes such as works councils that consider employee viewpoints in certain key decisions. With respect to performance enhancing mechanism, employee stock ownership plans or other profit sharing mechanisms are to be found in many countries. |
Y |
Please see attached the Health, Safety and Welfare Policies of Pru Life UK for its employees. This is disclosed in Pru Life UK’s intranet and is readily accessible to all employees. |
|
C.3.2 |
Does the company publish relevant information relating to health, safety and welfare of its employees? |
|
Please refer to pages 2 to 3 of the attached for the activities implemented by Pru Life UK for the year 2017 relating to the health, safety and welfare of its employees. |
|
|
C.3.3 |
Does the company have training and development programmes for its employees? |
Y |
Please see attached the training and development programmes provided by Pru Life UK for its employees for the year 2017. |
|
|
C.3.4 |
Does the company publish relevant information on training and development programmes for its employees? |
Y |
Please see attached relevant information on training and development programmes provided by Pru Life UK for its employees for the year 2017. |
|
|
C.3.5 |
Does the company have a reward/compensation policy that accounts for the performance of the company beyond shortterm financial measures? |
Y |
Please see attached disclosure on the Prudential compensation program which accounts for the performance of Pru Life UK and other subsidiaries beyond the short-term financial measures. |
|
|
C.4 Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
||||
|
C.4.1 |
Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour? |
OECD Principle IV(E): Stakeholders, including individual employees and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
Y |
Please see attached policies of Pru Life UK which include the procedures for handling complaints by employees concerning illegal and unethical behaviour. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
C.4.2 |
Does the company have a policy or procedure to protect an employee/person who reveals illegal/unethical behavior from retaliation? |
Y |
Please see attached policies of Pru Life UK which include the procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
Part D
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
D.1 Transparent ownership structure |
||||
|
D.1.1 |
Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? |
OECD Principle V: Disclosure and Transparency (A) Disclosure should include, but not limited to, material information on: (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, and beneficial ownership
ICGN 7.6 Disclosure of ownership ...the disclosure should include a description of the relationship of the company to other companies in the corporate group, data on major shareholders and any other information necessary for a proper understanding of the company’s relationship with its public shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.1.2 |
Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.3 |
Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.4 |
Does the company disclose the direct and indirect (deemed) shareholdings of senior management? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.5 |
Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/vehicles (SPEs)/ (SPVs)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.2 Quality of Annual Report |
||||
|
|
Does the company's annual report disclose the following items: |
|
|
|
|
D.2.1 |
Key Risks |
OECD Principle V (A): (1) The financial and operating results of the company; (2) Company objectives, including ethics, environment, and other public policy commitments; (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, beneficial ownership; (4) Remuneration policy for members of the board and key executives, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board; (6) Foreseeable risk factors, including risk management system; (7) Issues regarding employees and other stakeholders; (8) Governance structure and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.
OECD Principle V (E): Channels for disseminating information should provide equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the section in the 2017 Annual Report entitled “Risk management (Key risks)”. |
|
D.2.2 |
Corporate Objectives |
Y |
Please see the section in the 2017 Annual Report entitled “Corporate objectives, mission, vision, and guiding principles”. |
|
|
D.2.3 |
Financial Performance Indicators |
Y |
Please see the section in the 2017 Annual Report entitled “Management’s discussion and analysis (Financial and non-financial indicators)”. |
|
|
D.2.4 |
Non-Financial Performance Indicators |
Y
|
Please see the section in the 2017 Annual Report entitled “Management’s discussion and analysis (Financial and non-financial indicators)”. |
|
|
D.2.5 |
Dividend Policy |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Dividend policy” under the section on “Corporate governance”. |
|
|
D.2.6 |
Details of whistle-blowing policy |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Speak Out Confidential Helpline (Whistle Blowing Policy)” under the section on “Corporate governance”. |
|
|
D.2.7 |
Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners |
Y |
Please see the sub-section in the 2017 Annual Report entitled “The Board of Directors” under the section on “Corporate governance”. |
|
|
D.2.8 |
Training and/or continuing education programme attended by each director/commissioner |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Training and continuing education programme of directors” under the section on “Corporate governance”. |
|
|
D.2.9 |
Number of board of directors/commissioners meetings held during the year |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Board meetings” under the section on “Corporate governance”.
|
|
|
D.2.10 |
Attendance details of each director/commissioner in respect of meetings held |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Board meetings” under the section on “Corporate governance”.
|
|
|
D.2.11 |
Details of remuneration of each member of the board of directors/commissioners |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Fee Structure and Remuneration of Directors” under the section on “Corporate governance”. |
|
|
|
Corporate Governance Confirmation Statement |
|
|
|
|
D.2.12 |
Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? |
OECD PRINCIPLE V (A) (8) UK CODE (JUNE 2010): Listing Rules 9.8.6 R (for UK incorporated companies) and 9.8.7 R (for overseas incorporated companies) state that in the case of a company that has a Premium listing of equity shares, the following items must be included in its Annual Report and accounts: a statement of how the listed company has applied the Main Principles set out in the UK CG Code, in a manner that would enable shareholders to evaluate how the principles have been applied; a statement as to whether the listed company has complied throughout the accounting period with all relevant provisions set out in the UK CG Code; or not complied throughout the accounting period with all relevant provisions set out in the UK CG Code, and if so, setting out:
ASX CODE: Under ASX Listing Rule 4.10.3, companies are required to provide a statement in their Annual Report disclosing the extent to which they have followed the Recommendations in the reporting period. Where companies have not followed all the Recommendations, they must identify the Recommendations that have not been followed and give reasons for not following them. |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Code of corporate governance” under the section on “Corporate governance”.
|
|
D.3 Disclosure of related party transactions (RPT) |
||||
|
D.3.1 |
Does the company disclose its policy covering the review and approval of material/significant RPTs? |
OECD Principle V: Disclosure and Transparency
ICGN 2.11.1 Related party transactions The company should disclose details of all material related party transactions in its Annual Report. |
Y |
Please see attached the following:
Related Party Transactions Policy dated 22 June 2017
Revised Related Party Transactions Policy dated 23 November 2017 Please also see the sub-section in the 2017 Annual Report entitled “Related Party Transactions” under the section on “Corporate governance”. |
|
D.3.2 |
Does the company disclose the name of the related party and relationship for each material/significant RPT? |
Y |
Please see pages 51 to 52 of the 2017 Audited Financial Statements filed with the Bureau of Internal Revenue (BIR) and the Securities and Exchange Commission (SEC), particularly item 25 on Related Party Transactions. 2017 Audited Financial Statements Please also see the sub-section in the 2017 Annual Report entitled “Related Party Transactions” under the section on “Corporate governance”. |
|
|
D.3.3 |
Does the company disclose the nature and value for each material/significant RPT? |
Y |
Please see pages 51 to 52 of the 2017 Audited Financial Statements filed with the Bureau of Internal Revenue (BIR) and the Securities and Exchange Commission (SEC), particularly item 25 on Related Party Transactions. 2017 Audited Financial Statements Please also see the sub-section in the 2017 Annual Report entitled “Related Party Transaction” under the section on “Corporate governance”. |
|
|
D.4 Directors and commissioners dealings in shares of the company |
||||
|
D.4.1 |
Does the company disclose trading in the company's shares by insiders? |
OECD Principle V (A): (3) Major share ownership and voting rights ICGN 3.5 Employees share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. ICGN 5.5 Share ownership Every company should have and disclose a policy concerning ownership of shares of the company by senior managers and executive directors with the objective of aligning the interests of these key executives with those of shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.5 External auditor and Auditor Report |
||||
|
D.5.1 |
Are audit fees disclosed? |
OECD Principle V (C): An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. |
Y |
Please see the sub-section in the 2017 Annual Report entitled “External auditor” under the section on “Corporate governance”.
|
|
|
Where the same audit firm is engaged for both audit and non-audit services, |
|
|
|
|
D.5.2 |
Are the non-audit fees disclosed? |
Y |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section in the 2017 Annual Report entitled “External auditor” under the section on “Corporate governance”.
|
|
|
D.5.3 |
Does the non-audit fees exceed the audit fees? |
N |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section in the 2017 Annual Report entitled “External auditor” under the section on “Corporate governance”.
|
|
|
D.6 Medium of communications |
||||
|
|
Does the company use the following modes of communication? |
|
|
|
|
D.6.1 |
Quarterly Reporting |
OECD Principle V (E): Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the link to the 2017 Quarterly Statistical Reports of Pru Life UK submitted to the Insurance Commission. Please also refer to prior 2017 Quarterly Statistical Reports as attached. Quarterly Statistical Report - 4th Quarter of 2017
Quarterly Statistical Report - 1st to 3rd Quarter of 2017 (cover sheets) |
|
D.6.2 |
Company Website |
Y |
Please see the link to the official website of Pru Life UK which is used by Pru Life UK as a mode of communication.
|
|
|
D.6.3 |
Analyst's Briefing |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.6.4 |
Media briefings/Press conferences |
Y |
On January 30, 2017, Pru Life UK held a press conference in conjunction with Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH at the Insurance Commission Office in Manila to announce the partnership for “Empowering Filipinos”. Please see link below for details.
Pru Life UK, GIZ forge partnership to address financial literacy, protection gap
On June 13, 2017, Pru Life UK held a media launch of its new product, PRUlink elite protector series. Please see link below for details.
On July 25, 2017, Pru Life UK held a send-off press conference for the Filipino representatives to the 2017 Prudential RideLondon. Please see link below for details.
Pru Life UK powers Filipino cyclists toward Prudential RideLondon 2017
On October 3, 2017, Pru Life UK held a media launch of its new fund, PRUlink Asian balanced fund. Please see link below for details.
Pru Life UK launches PRUlink Asian balanced fund
On November 6, 2017, Pru Life UK, together with the Metropolitan Manila Development Authority, held a press conference to announce the partnership on road safety. Please see link below for details. Pru Life UK inks partnership for road safety advocacy On November 10, 2017, Pru Life UK invited lifestyle reporters and bloggers for the Philippine roll-out of the Prudential Relationship Index. Please see link below for details. On December 4, 2017, Pru Life UK invited sports bloggers for the media launch of the PRUride PH 2018. Please see links below for details. Pru Life UK gears up for the biggest cycling festival with PRUride PH 2018 Pru Life UK taps PhilCycling, LGUs for PRUride PH 2018 Please refer to the Press Releases section of the Pru Life UK website which contains press articles from media briefings and press conferences. The Press Releases section is available at the link below. Pru Life UK 2017 Press Releases
|
|
|
D.7 Timely filing/release of annual/financial reports |
||||
|
D.7.1 |
Is the audited annual financial report released within 120 days from the financial year end? |
OECD Principle V (C OECD Principle V (E) OECD Principle V-A ICGN 7.2 Timely Disclosure ICGN 7.3 Affirmation of financial statements The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company’s financial statements or financial accounts. |
Y |
Please see the link below for the copy of the 2017 Audited Financial Statements which was received by:
2017 Audited Financial Statements A copy of the 2017 Audited Financial Statements was uploaded on the official website of Pru Life UK on 19 April 2018 or 109th day from the financial year end. Please see link below with date and time stamp. 2017 Audited Financial Statements
|
|
D.7.2 |
Is the audited annual report released within 120 days from the financial year end? |
Y |
Please see link below of the 2017 Annual Report which was uploaded to the official website of Pru Life UK on 30 April 2018 or within 120th day from the financial year end. Please see link below with date and time stamp. |
|
|
D.7.3 |
Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? |
Y |
The Statement of Management’s Responsibility for Financial Statements which provides for the fair presentation of the financial statements of Pru Life UK free from material misstatement is signed by the Chairman of the Board (Mr. Henry Joseph M. Herrera), the President and Chief Executive Officer (Mr. Antonio Manuel G. De Rosas), and the Executive Vice President & Chief Financial Officer (Mr. Lee C. Longa) of the Corporation. Please see page 1 of the 2017 Audited Financial Statements attached below. |
|
|
D.8 Company Website |
||||
|
|
Does the company have a website disclosing up-to-date information on the following: |
|
|
|
|
D.8.1 |
Business operations |
OECD Principle V (A)
OECD Principle V (E)
ICGN 7.1 Transparent and open communication
ICGN 7.2 Timely disclosure |
Y |
Please see the 2017 Annual Report of Pru Life UK which is available on the website of Pru Life UK. |
|
D.8.2 |
Financial statements/reports (current and prior years) |
Y |
Please see the Annual Reports of Pru Life UK since year 2010 up to 2017 containing the financial statements/reports which are available on the website of Pru Life UK. |
|
|
D.8.3 |
Materials provided in briefings to analysts and media |
Y |
On June 13, 2017, Pru Life UK held a media launch of its new product, PRUlink elite protector series. Please see link below for the product brochure of PRUlink elite protector series which was circulated to the media attendees. PRUlink elite protector series product brochure On October 3, 2017, Pru Life UK held a media launch of its new fund, PRUlink Asian balanced fund. Please see link below for the product brochure of PRUlink Asian balanced fund which was circulated to the media attendees. |
|
|
D.8.4 |
Shareholding structure |
Y |
Please see the section in the 2017 Annual Report entitled “Shareholder structure and group corporate structure” which is available on the website of Pru Life UK. Please see Pru Life UK’s Group corporate structure which is available on the website of Pru Life UK. This reflects Prudential Corporation Holdings Limited as the sole shareholder of Pru Life UK. |
|
|
D.8.5 |
Group corporate structure |
Y |
Please see Pru Life UK’s Group corporate structure which is available on the website of Pru Life UK. Pru Life UK Group Corporate Structure Please see the section in the 2017 Annual Report entitled “Shareholder structure and group corporate structure”. |
|
|
D.8.6 |
Downloadable annual report |
Y |
Please see the Annual Reports of Pru Life UK since year 2010 up to 2017 which are available on the website of Pru Life UK. |
|
|
D.8.7 |
Notice of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, the Notice and Agenda of the Annual Shareholders’ Meeting held on 22 June 2017 can be accesed in the link below. |
|
|
D.8.8 |
Minutes of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 22 June 2017 on 23 June 2017. Please see link below. Minutes of the Annual Meeting of Shareholders held on 22 June 2017 Below is an additional response as of 22 June 2018: Pru Life UK also uploaded the Minutes of its Annual Shareholders’ Meeting held on 21 June 2018 on 22 June 2018. Please see link below. Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 with time stamp |
|
|
D.8.9 |
Company’s constitution (company’s by-laws, memorandum and articles of association) |
Y |
Please see the latest Amended Articles of Incorporation of Pru Life UK and the Amended By-Laws of Pru Life UK.
Amended Articles of Incorporation
|
|
|
D.9 Investor Relations |
||||
|
D.9.1 |
Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer/office responsible for investor relations? |
ICGN 7.1 Transparent and open communication |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part E
|
Company Name: Pru Life Insurance Corporation of U.K. |
|
||||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|||
|
|
||||||
|
E.1 Clearly defined board responsibilities and corporate governance policy |
|
||||||
|
E.1.1 |
Does the company disclose its corporate governance policy /board charter? |
OECD PRINCIPLE V: Disclosure and Transparency (A) Disclosure should include, but not be limited to, material information on: (8) Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented. |
Y |
Please see the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
||
|
E.1.2 |
Are the types of decisions requiring board of directors/commissioners' approval disclosed? |
OECD PRINCIPLE VI (D) |
Y |
Please see Article 3, Section 1 on pages 3 to 4 of the Amended By-Laws of Pru Life UK and Section 9 on page 4 of the Board Charter of Pru Life UK. |
|
||
|
E.1.3 |
Are the roles and responsibilities of the board of directors/commissioners clearly stated ? |
Y |
Please see Article 3, Section 1 on pages 3 to 4 of the Amended By-Laws of Pru Life UK and Section 8 on pages 3 to 4 of the Board Charter of Pru Life UK. |
|
|||
|
|
Corporate Vision/Mission |
|
|||||
|
E.1.4 |
Does the company have a vision and mission statement? |
OECD Principle 6 (P58) ICGN: 3.2 Integrity ICGN: 3.2 Integrity The board is responsible for overseeing the implementation and maintenance of a culture of integrity. The board should encourage a culture of integrity permeating all aspects of the co., and secure that its vision, mission and objectives are ethically sound. |
Y |
Please see the Vision and Mission of Pru Life UK which is available in the website of Pru Life UK. Pru Life UK - Mission and Vision Please see the sub-section in the 2017 Annual Report entitled “Mission and vision” under the Section on “Corporate objectives, mission, vision, and guiding principles”. Please see Part XVIII of the Minutes of the Regular Meeting of the Board of Directors held on 24 August 2017 entitled “Review and Approval of the Mission and Vision of the Corporation as Required by the ASEAN Corporate Governance Scorecard”. |
|
||
|
E.1.5 |
Has the board reviewed the vision and mission/strategy in the last financial year? |
|
Y |
Please see Part XVIII of the Minutes of the Regular Meeting of the Board of Directors held on 24 August 2017 entitled “Review and Approval of the Mission and Vision of the Corporation as Required by the ASEAN Corporate Governance Scorecard”.
Minutes of the Regular Meeting of the Board of Directors (August 24, 2017) |
|
||
|
E.1.6 |
Does the board of directors monitor/oversee the implementation of the corporate strategy? |
|
Y |
Please see the items entitled “Approval of 2017 Business Plan”, “Business Updates and Financial Highlights”, and “Investment Committee Report” in the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 30 March 2017, Organizational Meeting of the Board of Directors held on 22 June 2017, Regular Meeting of the Board of Directors held on 24 August 2017, and Regular Meeting of the Board of Directors held on 23 November 2017. Minutes of the Regular Meeting of the Board of Directors (March 30, 2017)
Minutes of the Organizational Meeting of the Board of Directors (June 22, 2017)
Minutes of the Regular Meeting of the Board of Directors (August 24, 2017)
Minutes of the Regular Meeting of the Board of Directors (November 23, 2017)
Please refer to item A of Section 8 on page 3 of the Pru Life UK Board Charter. |
|
||
|
E.2 Board Structure |
|
||||||
|
|
Code of Ethics or Conduct |
|
|||||
|
E.2.1 |
Are the details of the code of ethics or conduct disclosed? |
OECD Principle VI (C) The board should apply high ethical standards. It should take into account the interests of stakeholders. The board had a key role in setting the ethical tone of a company, not only by its own actions, but also in appointing and overseeing key executives and consequently the management in general. High ethical standards are in the long term interests of the company as a means to make it credible and trustworthy, not only in day-to-day operations but also with respect to longer term commitments. To make the objectives of the board clear and operational, many companies have found it useful to develop company codes of conduct based on, inter alia, professional standards and sometimes broader codes of behaviour. The latter might include a voluntary commitment by the company (including its subsidiaries) to comply with the OECD Guidelines for Multinational Enterprises which reflect all four princples contained in the ILO Declaration on Fundamental Labour Rights. Company-wide codes serve as a standard for conduct by both the board and key executives, setting the framework for the exercise of judgment in dealing with varying and often conflicting constituencies. At a minimum, the ethical code should set clear limits on the pursuit of private interests, including dealings in the shares of the company. An overall framework for ethical conduct goes beyond compliance with the law, which should always be a fundamental requirement. |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Group Code of Business Conduct of Prudential plc. Please see the link below. |
|
||
|
E.2.2 |
Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Group Code of Business Conduct of Prudential plc. Please see page 1 of the attached which states that the Board of Directors, the senior management, and all employees of Pru Life UK are required to comply with the Code of Business Conduct. |
|
|||
|
E.2.3 |
Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? |
Y
|
Please see pages 4 to 5 of the attached on how Pru Life UK implements and monitors compliance with the Group Code of Business Conduct. |
|
|||
|
|
Board Structure and Composition |
|
|||||
|
E.2.4 |
Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
OECD Principle VI (E) In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgment. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management. The ASX Code recommends at least a majority of independent directors, while the UK Code recommends at least half of the board, excluding the Chairman, be independent directors. The minimum of three independent directors is to ensure that companies with small boards have enough independent directors (note that stock exchange rules often require at least two independent directors). |
N |
|
|
||
|
E.2.5 |
Are the independent directors/commissioners independent of management and major/substantial shareholders? |
OECD PRINCIPLE VI (E) |
Y |
Please see the sub-section in the 2017 Annual Report entitled"Board of Directors" under the section on"Corporate governance".
|
|
||
|
E.2.6 |
Does the company have a term limit of nine years or less for its independent directors/commissioners? |
N |
|
|
|||
|
E.2.7 |
Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
UK CODE (June 2010): Non-executive directors should be appointed for specified terms subject to re-election and statutory provisions relating to the removal of a director. Any term beyond six years for a non-executive director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board and to succession for appointments to the board and to senior management, so as to maintain an appropriate balance of skills and experience within the company and on the board. |
Y |
Please see Section 3 on page 2 of the Board Charter of Pru Life UK which states: “Each director may simultaneously hold no more than five (5) board seats in publicly listed companies (PLCs).” |
|
||
|
E.2.8 |
Does the company have any independent directors/commissioners who serve on a total of more than five boards of publicly-listed companies? |
OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. |
N |
Please see the sub-section in the 2017 Annual Report entitled"Board of Directors" under the section on"Corporate governance". |
|
||
|
E.2.9 |
Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? |
N |
Please see the sub-section in the 2017 Annual Report entitled"Board of Directors" under the section on"Corporate governance". |
|
|||
|
|
Nominating Committee |
|
|||||
|
E.2.10 |
Does the company have a Nominating Committee (NC)? |
OECD PRINCPLE II (C) (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. With respect to nomination of candidates, boards in many companies have established Nominating Committees to ensure proper compliance with established nomination procedures and to facilitate and coordinate the search for a balanced and qualified board. It is increasingly regarded as good practice in many countries for independent board members to have a key role on this committee. To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. |
Y |
Please see the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see the sub-section in the 2017 Annual Report entitled"The Nomination Committee" under the section on"Corporate governance". |
|
||
|
E.2.11 |
Does the Nominating Committee comprise of a majority of independent directors/commissioners? |
Y |
Please see the sub-section in the 2017 Annual Report entitled “The Nomination Committee” under the section on “Corporate governance” which shows that 3 out of the 3 members of the Nomination Committee (i.e. Henry Joseph M. Herrera, Cesar P. Manalaysay, and Romerico S. Serrano) are independent directors. Please see Section 2 on page 1 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
|||
|
E.2.12 |
Is the Chairman of the Nominating Committee an independent director/commissioner? |
This item is in most codes of corporate governance. |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “The Nomination Committee” under the section on “Corporate governance” which shows that the Chairman of the Nomination Committee, Cesar P. Manalaysay, is an independent director. Please see Section 2 on page 1 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
||
|
E.2.13 |
Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. Given the responsibilities of the NC spelt out in codes of corporate governance, the NC is unlikely to be fulfilling these responsibilities effectively if it is only meeting once a year. Globally, the NC of large companies would meet several times a year. |
Y |
Please see the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
||
|
E.2.14 |
Did the Nominating Committee meet at least twice during the year? |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “The Nomination Committee” under the section on “Corporate governance”. Please see Section 3 on page 1 of the Revised Charter of the Nomination Committee of Pru Life UK which is available on the website of Pru Life UK. |
|
|||
|
E.2.15 |
Is the attendance of members at Nominating Committee meetings disclosed? |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “The Nomination Committee” under the section on “Corporate governance”. |
|
|||
|
|
Remuneration Committee |
|
|
|
|||
|
E.2.16 |
Does the company have a Remuneration Committee? |
OECD PRINCIPLE VI (D) (4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. It is considered good practice in an increasing number of countries that remuneration policy and employment contracts for board members and key executives be handled by a special committee of the board comprising either wholly or a majority of independent directors. There are also calls for a Remuneration Committee that excludes executives that serve on each others’ Remuneration Committtees, which could lead to conflicts of interest. |
Y |
Please see the Revised Charter of the Remuneration Committee which is available on the website of Pru Life UK. Revised Charter of the Remuneration Committee Please see the sub-section in the 2017 Annual Report entitled “The Remuneration Committee” under the section on “Corporate governance”. |
|
|
|
|
E.2.17 |
Does the Remuneration Committee comprise of a majority of independent directors/commissioners? |
Y |
Please see the sub-section in the 2017 Annual Report entitled “The Remuneration Committee” under the section on “Corporate governance”. Please see Section 2 on page 1 of the Revised Charter of the Remuneration Committee which is available on the website of Pru Life UK. |
|
|
|
|
|
E.2.18 |
Is the Chairman of the Remuneration Committee an independent director/commissioner? |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “The Remuneration Committee” under the section on “Corporate governance” which shows that the Chairman of the Remuneration Committee, Romerico S. Serrano, is an independent director. |
|
|
|
|
|
E.2.19 |
Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. |
Y |
The Revised Charter of the Remuneration Committee is available on the website of Pru Life UK. |
|
|
|
|
E.2.20 |
Did the Remuneration Committee meet at least twice during the year? |
Y |
Please see the sub-section in the 2017 Annual Report entitled “The Remuneration Committee” under the section on “Corporate governance”. Please see Section 3 on page 1 of the Revised Charter of the Remuneration Committee which is available on the website of Pru Life UK. |
|
|
|
|
|
E.2.21 |
Is the attendance of members at Remuneration Committee meetings disclosed? |
Y |
Please see the sub-section in the 2017 Annual Report entitled “The Remuneration Committee” under the section on “Corporate governance”. |
|
|
|
|
|
|
Audit Committee |
|
|
|
|||
|
E.2.22 |
Does the company have an Audit Committee? |
OECD PRINCIPLE VI (E) |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
E.2.23 |
Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in the increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. |
Y |
Please see the sub-section in the 2017 Annual Report entitled “The Audit Committee” under the section on “Corporate governance”, which is available on the website of Pru Life UK, which shows that:
|
|
|
|
|
E.2.24 |
Is the chairman of the Audit Committee an independent director/commissioner? |
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
E.2.25 |
Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? |
|
Y |
Please see the following charters which are disclosed on the website of Pru Life UK:
Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017
Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017
|
|
|
|
|
E.2.26 |
Does the Annual Report disclose the profile or qualifications of the Audit Committee members? |
Most codes specify the need for accounting/finance expertise or experience. |
Y |
Please see the sub-section in the 2017 Annual Report entitled"The Audit Committee" under the section on"Corporate governance".
|
|
|
|
|
E.2.27 |
Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
UK CODE (JUNE 2010) C.3.1 The board should satisfy itself that at least one member of the Audit Committe has recent and relevant financial experience. As many of the key responsibilities of the Audit Committee are accounting-related, such as oversight of financial reporting and audits, it is important to have someone specifically with accounting expertise, not just general financial expertise. |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “The Audit Committee” under the section on “Corporate governance” which shows the Chairman of the Audit Committee of Pru Life UK, Mr. Henry Joseph M. Herrera, served as Assistant Vice President, Financial Controller and Analyst of a life insurance company from 1984 up to 1988. |
|
|
|
|
E.2.28 |
Did the Audit Committee meet at least four times during the year? |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “The Audit Committee” under the section on “Corporate governance”. Please see the following:
Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017
Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017
|
|
|
|
|
|
E.2.29 |
Is the attendance of members at Audit Committee meetings disclosed? |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “The Audit Committee” under the section on “Corporate governance”. |
|
|
|
|
|
E.2.30 |
Does the Audit Committee have primary responsibility for recommendation on the appointment and removal of the external auditor? |
UK CODE (June 2010) |
Y |
Please see the following:
Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017
Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017
Audit Committee Terms of Reference dated 24 August 2017
Please see below the Certification on the Minutes of the Meetings of the Audit Committee held on 22 November 2016, 22 June 2017 and 23 November 2017 and Minutes of the Annual Shareholders’ Meeting held on 22 June 2017.
|
|
|
|
|
E.3 Board Process |
|
|
|
||||
|
|
Board Meetings and Attendance |
|
|
|
|||
|
E.3.1 |
Are the board of directors meetings scheduled before the start of the financial year? |
Scheduling board meetings before or at the beginning of the year would allow directors to plan ahead to attend such meetings, thereby helping to maximise participation, especially as non-executive directors often have other commitments. Additional ad hoc meetings can always be scheduled if and when necessary. It is common practice for boards in developed markets to schedule meetings in this way. |
Y |
Please see the item entitled “Schedule of Meetings and Board Education Sessions for the Years 2017 and 2018” on pages 3 to 4 of the Minutes of the Regular Meeting of the Board of Directors held on 22 November 2016. Minutes of the Regular Meeting of the Board of Directors (November 22, 2016) Please see the item entitled “Schedule of Meetings and Board Education Sessions for the Years 2018 and 2019” on pages 2 to 4 of the Minutes of the Regular Meeting of the Board of Directors held on 23 November 2017. Minutes of the Regular Meeting of the Board of Directors (November 23, 2017) Please see first sentence of Section 6 on page 3 of the Board Charter of Pru Life UK. |
|
|
|
|
E.3.2 |
Does the board of directors/commissioners meet at least six times per year? |
WORLDBANK PRINCIPLE 6 INDO SCORECARD |
Y |
Please see the sub-section in the 2017 Annual Report entitled"Board Meetings" under the section on"Corporate governance". |
|
|
|
|
E.3.3 |
Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? |
OECD PRINCIPLE VI (E) Specific limitations may be less important than ensuring that members of the board enjoy legitimacy and confidence in the eyes of shareholders. Achieving legitimacy would also be facilitated by the publication of attendance records for individual board members (e.g. whether they have missed a significant number of meetings) and any other work undertaken on behalf of the board and the associated remuneration. |
Y |
Please see the sub-section in the 2017 Annual Report entitled"Board Meetings" under the section on"Corporate governance". |
|
|
|
|
E.3.4 |
Does the company require a minimum quorum of at least 2/3 for board decisions? |
WORLDBANK PRINCIPLE 6 |
N |
|
|
|
|
|
E.3.5 |
Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? |
WORLDBANK PRINCIPLE 6 |
Y |
Please see the Agenda of the Meeting of the External Directors (i.e. non-executive directors) held on 22 June 2017.
Agenda of the Meeting of the External Directors
Please see the Certification of the Corporate Secretary stating that the non-executive directors (who are directors not employed by Pru Life UK and its Regional Head Office) met separately on 22 June 2017 without any executives present.
|
|
|
|
|
|
Access to Information |
|
|
|
|||
|
E.3.6 |
Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? |
OECD PRINCIPLE VI (F) In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information. WORLDBANK PRINCIPLE 6 (VI.F.2) Does such information need to be provided to the board at least five business days in advance of the board meeting? |
Y |
Please see the Certification of the Corporate Secretary stating that for the year 2017, the Corporate Secretary sent the board papers to the Board of Directors at least five (5) business days in advance of the board meetings. |
|
|
|
|
E.3.7 |
Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
OECD PRINCIPLE VI (F) ICSA Guidance on the Corporate Governance Role of the Company Secretary |
Y |
Please see Section 5 of Article IV on page 8 of the Amended By-Laws of Pru Life UK. Please see Section 12 on page 6 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see Section 8 on page 3 of the Revised Nomination Committee Charter of Pru Life UK which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see Section 7 on page 2 of the Revised Charter of the Remuneration Committee which is available on the website of Pru Life UK. Revised Charter of the Remuenration Committee Please see the following terms of Reference of the Audit Committee which are available on the website of Pru Life UK:
Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017
Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017
Audit Committee Terms of Reference dated 24 August 2017 Please see Section 7 on page 4 of the Revised Related Party Transactions Committee Charter of Pru Life UK which is available on the website of Pru Life UK. Revised Related Party Transactions Committee Charter Please see the following Charters of the Risk Committee which are available on the website of Pru Life UK:
Risk Committee Charter dated 26 August 2016
|
|
|
|
|
E.3.8 |
Is the company secretary trained in legal, accountancy or company secretarial practices? |
WORLDBANK PRINCIPLE 6 (VI.D.2.12) Do company boards have a professional and qualified company secretary? |
Y |
Please see the profile of the company secretary of Pru Life UK which is available on the website of Pru Life UK. |
|
|
|
|
|
Board Appointments and Re-election |
|
|
|
|||
|
E.3.9 |
Does the company disclose the criteria used in selecting new directors/commissioners? |
OECD PRINCIPLE II (C) (3) To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. OECD PRINCIPLE VI (D) (5) Ensuring a formal and transparent board nomination and election process. These Principles promote an active role for shareholders in the nomination and election of board members. The board has an essential role to play in ensuring that this and other aspects of the nominations and election process are respected. First, while actual procedures for nomination may differ among countries, the board or a nomination committee has a special responsibility to make sure that established procedures are transparent and respected. Second, the board has a key role in identifying potential members for the board with appropriate knowledge, competencies and expertise to complement the existing skills of the board and thereby improve its value-adding potential for the company. In several countries, there are calls for an open search process extending to a broad range of people. |
Y |
Please see Sections 2, 3 and 4 on pages 1 and 2 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
|
|
|
E.3.10 |
Does the company disclose the process followed in appointing new directors/commissioners? |
|
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see Sections 2 and 4 on pages 1 and 2 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
|
|
E.3.11 |
Are all the directors/commissioners subject to re-election at least once every three years? |
ICGN:2.9.1 Election of directors: Directors should be conscious of their accountability to shareholders, and many jurisdictions have mechanism to ensure that this is in place on an ongoing basis. There are some markets however where such accountability is less apparent and in these each director should stand for election on an annual basis. Elsewhere, directors should stand for election at least once every three years, though they should face evaluation more frequently. WORLDBANK PRINCIPLE 6 (VI.I.18) Can the re-election of board members be staggered over time? (Staggered boards are those where only a part of the board is re-elected at each election, e.g. only 1/3 of directors are re-elected every year.) |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
|
Remuneration Matters |
|
|
|
|||
|
E.3.12 |
Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? |
OECD PRINCIPLE VI (D) (1) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. In an increasing number of countries, it is regarded as good practice for boards to develop and disclose a remuneration policy statement covering board members and key executives. Such policy statements specify the relationship between remuneration and performance, and include measurable standards that emphasize the longer run interests of the company over short term considerations. Policy statements generally tend to set conditions for payments to board members for extra-board activities, such as consulting. They also often specify terms to be observed by board members and key executives about holding and trading the stock of the company, and the procedures to be followed in granting and re-pricing of options. In some countries, policy also covers the payments to be made when terminating the contract of an executive. |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “Remuneration Policy for Executive Directors and Chief Executive Officer” under the section on “Corporate governance”. |
|
|
|
|
E.3.13 |
Is there disclosure of the fee structure for non-executive directors/commissioners? |
UK CODE (JUNE 2010) D.1.3 Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Disclosure of fee structure for non-executive directors allows shareholders to assess if these directors are remunerated in an appropriate manner, for example, whether they are paid for taking on additional responsibilities and contributions, such as chairing committees. |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “Fee Structure and Remuneration of Directors” under the section on “Corporate governance”. |
|
|
|
|
E.3.14 |
Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
OECD PRINCIPLE VI. (D4) The Board should fulfill certain key functions including aligning key executive and board remuneration with the longer term interests of the company and its shareholders. ICGN 2.3 (D) and (E)
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
E.3.15 |
Do independent non-executive directors/commissioners receive options, performance shares or bonuses? |
UK CODE (JUNE 2010) (D.1.3) Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Remuneration for non-executive directors should not include share options or other performance-related elements. |
N |
|
|
|
|
|
|
Internal Audit |
|
|
|
|||
|
E.3.16 |
Does the company have a separate internal audit function? |
OECD PRINCIPLE VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Ensuring integrity of the essential reporting and monitoring systems will require the board to set and enforce clear lines of responsiblity and accountability throughout the organisation. The board will also need to ensure that there is appropriate oversight by senior management. One way of doing this is through an internal audit system directly reporting to the board. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015. While this is a default item, please be advised that the internal audit of Pru Life UK is headed by the Group-wide Internal Audit of Prudential plc, the ultimate parent company of Pru Life UK. |
|
|
|
|
E.3.17 |
Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? |
Companies often disclose that they have an internal audit but, in practice, it is not uncommon for it to exist more in form than in substance. For example, the in-house internal audit may be assigned to someone with other operational responsibilities. As internal audit is unregulated, unlike external audit, there are firms providing outsourced internal audit sevices which are not properly qualified to do so. Making the identity of the head of internal audit or the external service provider public would provide some level of safeguard that the internal audit is substantive. |
Y |
The internal audit of Pru Life UK is handled by the Group-wide Internal Audit (“GwIA”) of Prudential plc, the ultimate parent company of Pru Life UK. The Director of Audit for Asia of GwIA, Kevin Choi, heads the internal audit of Pru Life UK. |
|
|
|
|
E.3.18 |
Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
OECD PRINCIPLE VI (D) 7 In some jurisdictions, it is considered good practice for the internal auditors to report to an independent Audit Committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. WORLDBANK PRINCIPLES 6 (VI.D.7.9) Does the internal auditors have direct and unfettered access to the board of directors and its independent Audit Committee? ASX Principles on CG “... companies should consider a second reporting line from the internal audit function to the board or relevant committee.” Under the ASX Principles, it is also recommended that the Audit Committee has access to internal audit without the presence of management, and that “the audit committee should recommend to the board the appointment and dismissal of a chief internal audit executive.” |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
|
Risk Oversight |
|
|
|
|||
|
E.3.19 |
Does the company disclose the internal control procedures/risk management systems it has in place? |
OECD PRINCIPLES 6 (VI) (D) (7) Ensuring integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. |
Y |
Please see the Section in the 2017 Annual Report entitled “Risk management (Key risks)”. |
|
|
|
|
E.3.20 |
Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems? |
UK CODE (JUNE 2010) C.2.1 The board should, at least annually, conduct a review of the effectiveness of the company’s risk management and internal control systems and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls. |
Y |
Please see the Sub-section in the 2017 Annual Report entitled “Compliance and Risk Management” under the section on “Corporate governance”. |
|
|
|
|
E.3.21 |
Does the company disclose how key risks are managed? |
OECD PRINCIPLE V (A) (6) Foreseeable risk factors. Disclosure of risk is most effective when it is tailored to the particular industry in question. Disclosure about the system for monitoring and managing risk is increasingly regarded as good practice. |
Y |
Please see the section in the 2017 Annual Report entitled “Risk management (Key risks)”. |
|
|
|
|
E.3.22 |
Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company’s internal controls/risk management systems? |
OECD PRINCIPLE 6 (VI) (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. In some jurisdictions, it is considered good practice for the internal auditors to report to an independent audit committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. It should also be regarded as good practice for this committee, or equivalent body, to review and report to the board the most critical accounting policies which are the basis for financial reports. However, the board should retain final responsibility for ensuring the integrity of the reporting systems. Some countries have provided for the chair of the board to report on the internal control process. |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Compliance and Risk Management” under the section on “Corporate governance”. |
|
|
|
|
E.4 People on the Board |
|
|
|
||||
|
|
Board Chairman |
|
|
|
|||
|
E.4.1 |
Do different persons assume the roles of chairman and CEO? |
OECD PRINCIPLE VI (E) The board should be able to exercise objective independent judgement on corporate affairs. In a number of countries with single tier board systems, the objectivity of the board and its independence from management may be strengthened by the separation of the role of chief executive and chairman, or, if these roles are combined, by designating a lead non-executive director to convene or chair sessions of the outside directors. Separation of the two posts may be regarded as good practice, as it can help to achieve an appropriate balance of power, increase accountability and improve the board’s capacity for decision making independent of management. |
Y |
Please see the sub-section in the 2017 Annual Report entitled “The Board of Directors” under the section on “Corporate governance” and the section in the 2017 Annual Report entitled “Corporate officers.” Please see the profile of the Chairman of the Board of Directors of Pru Life UK which is available on the website of Pru Life UK. Pru Life UK Board of Directors Please see the profile of the Chief Executive Officer of Pru Life UK in the 2 links below which are available on the website of Pru Life UK. |
|
|
|
|
E.4.2 |
Is the chairman an independent director/commissioner? |
Y |
Please see the sub-section in the 2017 Annual Report entitled “The Board of Directors” under the section on “Corporate governance”. |
|
|
|
|
|
E.4.3 |
Has the chairman been the company CEO in the last three years? |
N |
Please see the sub-section in the 2017 Annual Report entitled"The Board of Directors" under the section on"Corporate governance". |
|
|
|
|
|
E.4.4 |
Are the role and responsibilities of the chairman disclosed? |
ICGN: 2.5 Role of the Chair The chair has the crucial function of setting the right context in terms of board agenda, the provision of information to directors, and open boardroom discussions, to enable the directors to generate the effective board debate and discussion and to provide the constructive challenge which the company needs. The chair should work to create and maintain the culture of openness and constructive challenge which allows a diversity of views to be expressed. The chair should be available to shareholders for dialogue on key matters of the company's governance and where shareholders have particular concerns. |
Y |
Please see Section 4 on page 2 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK. |
|
|
|
|
|
Skill and Competencies |
|
|
|
|||
|
E.4.5 |
Does at least one non-executive director/commissioners have prior working experience in the major sector that the company is operating in? |
ICGN: 2.4.3 Independence Alongside appropriate skill, competence and experience, and the appropriate context to encourage effective behaviours, one of the principal features of a well-governed corporation is the exercise by its board of directors of independent judgment, meaning judgment in the best interests of the corporation, free of any external influence on any individual director, or the board as a whole. In order to provide this independent judgment, and to generate confidence that independent judgment is being applied, a board should include a strong presence of the independent non-executive directors with appropriate competencies including key industry sector knowledge and experience. There should be at least a majority of independent directors on each board. |
Y |
Please see the sub-section in the 2017 Annual Report entitled"The Board of Directors" under the section on"Corporate governance". Please see the respective profiles of Henry Joseph Herrera, Stephen Paul Bickell and Teoh Kwui Ying, our non-executive directors who have prior working experience in the insurance industry, which are available on the website of Pru Life UK.
|
|
|
|
|
E.4.6 |
Does the company disclose a board of directors/commissioners diversity policy? |
ASX Code Recommendation 3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. Regulations and codes of corporate governance in many developed markets now incorporate board diversity as a consideration in board composition. |
Y |
Please see Section 14 on page 6 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK.
Please see Section 5 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK.
|
|
|
|
|
E.5 Board Performance |
|
|
|
||||
|
|
Directors Development |
|
|
|
|||
|
E.5.1 |
Does the company have orientation programmes for new directors/commissioners? |
This item is in most corporate codes of corporate governance. |
Y |
Please see Section 15 on pages 6 to 7 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
|
|
E.5.2 |
Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? |
OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. In order to improve board practices and the performance of its members, an increasing number of jurisdictions are now encouraging companies to engage in board training and voluntary self-evaluation that meets the needs of the individual company. This might include that board members acquire appropriate skills upon appointment, and thereafter remain abreast of relevant new laws, regulations, and changing commercial risks through in-house training and external courses. |
Y |
Please see Section 16 on page 7 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see the sub-section in the 2017 Annual Report entitled “Training and continuing education programme of directors” under the section on “Corporate governance”. Please note that for the past years as disclosed in previous ACGS reports, the Board has consistently held Board Education Sessions on a yearly basis. |
|
|
|
|
|
CEO/Executive Management Appointments and Performance |
|
|
|
|||
|
E.5.3 |
Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? |
OECD PRINCIPLE VI (D) (3) Selecting compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning. In two tier board systems, the supervisory board is also responsible for appointing the management board which will normally comprise most of the key executives. |
Y |
Please see link below for the Pru Life UK Succession Management Policy. |
|
|
|
|
E.5.4 |
Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
OECD PRINCIPLE VI (D) (2) Monitoring the effectiveness of the company’s governance practices and making changes as needed. Monitoring of governance by the board also includes continuous review of the internal structure of the company to ensure that there are clear lines of accountability for management throughout the organisation. In addition to requiring the monitoring and disclosure of corporate governance practices on a regular basis, a number of countries have moved to recommend or indeed mandate self-assessment by boards of their performance as well as performance reviews of individual board members and the CEO/Chairman. |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Year 2017 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the section on “Corporate governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2017 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the CEO/President. |
|
|
|
|
|
Board Appraisal |
|
|
|
|||
|
E.5.5 |
Is an annual performance assessment conducted of the board of directors/commissioners? |
OECD PRINCIPLE VI (D) 2 |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Year 2017 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the section on “Corporate governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2017 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the board of directors 2017 Annual Performance Assessment Questionnaire Please see Section 10 on page 5 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
|
|
E.5.6 |
Does the company disclose the process followed in conducting the board assessment? |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Year 2017 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the section on “Corporate governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2017 Annual Performance Assessment Questionnaire which contains the criteria and process followed in conducting the board assessment. |
|
|
|
|
|
E.5.7 |
Does the company disclose the criteria used in the board assessment? |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Year 2017 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the section on “Corporate governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2017 Annual Performance Assessment Questionnaire which contains the criteria and process followed in conducting the board assessment and is disclosed on the website of Pru Life UK. |
|
|
|
|
|
|
Director Appraisal |
|
|
|
|||
|
E.5.8 |
Is an annual performance assessment conducted of individual director/commissioner? |
OECD PRINCIPLE VI (D) (2) |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Year 2017 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the section on “Corporate governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2017 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the individual director. 2017 Annual Performance Assessment Questionnaire Please see Section 10 on page 5 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
|
|
E.5.9 |
Does the company disclose the process followed in conducting the director/commissioner assessment? |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Year 2017 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the section on “Corporate governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2017 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the director assessment and is disclosed on the website of Pru Life UK. |
|
|
|
|
|
E.5.10 |
Does the company disclose the criteria used in the director/commissioner assessment? |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Year 2017 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the section on “Corporate governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2017 Annual Performance Assessment Questionnaire which contains the criteria used in the director assessment and is disclosed on the website of Pru Life UK. |
|
|
|
|
|
|
Committee Appraisal |
|
|
|
|||
|
E.5.11 |
Is an annual performance assessment conducted of the board of directors/commissioners committees? |
UK CODE (JUNE 2010) B.6 Evaluation: The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors. |
Y |
Please see the sub-section in the 2017 Annual Report entitled “Year 2017 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the section on “Corporate governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2017 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the board committees. 2017 Annual Performance Assessment Questionnaire Please see Section 10 on page 5 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
|
Penalty
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1(P) |
Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders? |
OECD Principle II (A) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
||||
|
A.2.1(P) |
Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? |
OECD Principle II (G) Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
N |
|
|
A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
||||
|
A.3.1(P) |
Did the company include any additional and unannounced agenda item into the notice of AGM/EGM? |
OECD Principle II (C) 2 |
N |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 21 June 2018. Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 Please see the Notice of the Annual Meeting of the Shareholders held on 22 June 2017. Notice of the Annual Meeting of the Shareholders held on 22 June 2017 Below are additional responses as of 22 June 2018: The above minutes was approved in the Annual Meeting of the Shareholders held on 21 June 2018. Please see the draft Minutes of the Annual Meeting of the Shareholders held on 21 June 2018 which is subject to the approval of the Shareholders in the next Annual Meeting of the Shareholders to be held in 2019. Minutes of the Annual Meeting of Shareholders held on 21 June 2018 Please see the Notice of the Annual Meeting of the Shareholders held on 21 June 2018. Notice of the Annual Meeting of Shareholders held on 21 June 2018 |
|
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
|
Did the company fail to disclose the existence of: |
|
|
|
|
A.4.1(P) |
Shareholders agreement? |
OECD Principle II (D) |
N |
No such Shareholders Agreement exists. |
|
A.4.2(P) |
Voting cap? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.4.3(P) |
Multiple voting rights? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
A.5.1(P) |
Is a pyramid ownership structure and/ or cross holding structure apparent? |
OECD Principle II (D) Capital structures and arrangements that enable certain shareholders to obtain a degree of controls disproportionate to their equity ownership should be disclosed. Some capital structure allow a shareholder to exercise a degree of control over the corporation disproportionate to the shareholders’s equity ownership in the company. Pyramid structure, cross shareholdings and shares with limited or multiple voting rights can be used to diminish the capability of noncontrolling shareholders to influence corporate policy. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
B.1 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.1.1(P) |
Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? |
OECD Principle III: The Equitable Treatment of Shareholders (B) Insider trading and abusive dealing should be prohibited. ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. ICGN 8.5 Shareholder rights of action ... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
B.2 Protecting minority shareholders from abusive action |
||||
|
B.2.1(P) |
Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflict of interest Companies should have a process for identifying and managing any conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. ICGN 8.5 Shareholder rights of action Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
C.1.1(P) |
Has there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/commercial/competition or environmental issues? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
N |
|
|
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and |
||||
|
C.2.1(P) |
Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? |
OECD Principle IV (B) Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regularly basis. |
N |
|
|
||||
|
D.1 Sanctions from regulator on financial reports |
||||
|
D.1.1(P) |
Did the company receive a “qualified opinion” in its external audit report? |
OECD Principle V: Disclosure and Transparency (B) Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosures. (C) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and the performance of the company in all material respects.
|
N |
Please see the 2017 Audited Financial Statements filed before the BIR and the SEC. |
|
D.1.2(P) |
Did the company receive an “adverse opinion” in its external audit report? |
N |
Please see the 2017 Audited Financial Statements filed before the BIR and the SEC. |
|
|
D.1.3(P) |
Did the company receive a “disclaimer opinion” in its external audit report? |
N |
Please see the 2017 Audited Financial Statements filed before the BIR and the SEC. |
|
|
D.1.4(P) |
Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? |
N |
Please see the 2017 and 2016 Audited Financial Statements both filed before the BIR and the SEC. |
|
|
||||
|
E.1 Compliance with listing rules, regulations and applicable laws |
||||
|
E.1.1(P) |
Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules? |
OECD Principle VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Companies are also well advised to set up internal programmes and procedures to promote compliance with applicable laws, regulations and standards, including statutes to criminalise bribery of foreign officials that are required to be enacted by the OECD Anti-bribery Convention and measures designated to control other forms of bribery and corruption. Moreover, compliance must also relate to other laws and regulations such as those covering securities, competition and work and safety conditions. Such compliance programmes will also underpin the company’s ethical code. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
E.1.2(P) |
Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? |
UK CODE (June 2010) A.4.3 Where directors have concern which cannot be resolved about the runnning of the company or a proposed action, they should ensure that their concerns are recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chairman, for circulation to the board, if they have any such concerns. |
N |
|
|
E.2 Board Appraisal |
||||
|
E.2.1(P) |
Does the Company have any independent directors/commissioners who have served for more than nine years or two terms (whichever is higher) in the same capacity? |
OECD Principle V (C) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
N |
Under Insurance Commission Circular Letter No. 2014-49 dated 11 December 2014 entitled “Term Limits for Independent Directors” (“IDs”), IDs can serve for 5 consecutive years in the Company. After completing the 5 year period, the ID shall be ineligible for re-election in the Company unless the ID has undergone a cooling off period of 2 years. After the 2 year period, the ID can serve for another 5 years in the Company. After serving 10 years, the ID shall be perpetually barred from being re-elected. All previous terms served by the existing ID as of the date of the Circular shall not be counted in determining the above periods. The Company has 2 IDs who are in their 11th year as of 2017, but only on the 3rd year of their first term based on the aforementioned Circular. |
|
E.2.2(P) |
Did the company fail to identify who are the independent director(s)/commissioner(s)? |
ICGN 2.4 Composition and structure of the board |
N |
Please see the sub-section in the 2017 Annual Report entitled “The Board of Directors” under the section on “Corporate governance”. |
|
E.3 External Audit |
||||
|
E.3.1(P) |
Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)? |
OECD Principle V (D) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
N |
Please see the sub-section in the 2017 Annual Report entitled “External auditor” under the section on “Corporate governance”. |
|
E.4 Board Structure and Composition |
||||
|
E.4.1(P) |
Is any of the directors a former CEO of the company in the past 2 years? |
|
N |
Please see the sub-section in the 2017 Annual Report entitled “The Board of Directors” under the section of “Corporate governance” which shows that none of the directors served as a former CEO of Pru Life UK. |
Bonus
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
||||
|
A.1.1(B) |
Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
B.1 Notice of AGM |
||||
|
B.1.1(B) |
Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? |
OECD Principle II (C) (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. OECD Principle III (A) ICGN 8.3.2 Shareholder participation in governance Shareholder should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual basis and also the right to appoint external auditors. ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. CLSA-ACGA (2010) CG Watch 2010 – Appendix 2. (I) CG rules and practices (25) Do company release their AGM notices (with detailed agendas and explanatory circulars) at least 28 days before the date of the meeting? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 The Notice and Agenda of the Annual Shareholders’ Meeting held on 22 June 2017 was sent on 24 May 2017 or 29 days before the date of the meeting. Notice of the Annual Shareholders Meeting for 2017 Below is an additional response as of 22 June 2018:
The Notice and Agenda of the Annual Meeting of the Shareholders held on 21 June 2018 was sent on 23 May 2018 or 29 days before the date of the meeting.
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected |
||||
|
C.1.1(B) |
Does the company practice integrated report on its annual reports? |
International <IR> Framework -DRAFT, IIRC Council |
N |
|
|
||||
|
D.1 Quality of Annual Report |
||||
|
D.1.1(B) |
Are the audited annual financial report/statement released within 60 days from the financial year end? |
OECD Principle V (C) |
N |
|
|
D.1.2(B) |
Does the company disclose details of remuneration of the CEO? |
|
Y |
Please see the sub-section in the 2017 Annual Report entitled “Remuneration Policy for Executive Directors and Chief Executive Officer” under the section on “Corporate governance”. |
|
||||
|
E.1 Board Competencies and Diversity |
||||
|
E.1.1(B) |
Does the company have at least one female independent director/commissioner? |
ICGN 2.4.1 Skills and experience The board should consist of directors with the requisite range of skills, competence, knowledge, experience and approach, as well as a diversity of perspectives, to set the context for appropriate board behaviours and to enable it to discharge its duties and responsibilities effectively. |
N |
|
|
E.2 Nominating Committee |
||||
|
E.2.1(B) |
Does the Nominating Committee comprise entirely of independent directors/commissioners? |
ICGN 2.4.4 Composition of board committees The members of these key board committees should be solely non-executive directors, and in the case of the audit and remuneration committees, solely independent directors. All members of the nominations committee should be independent from management and at least a majority should be independent from dominant owners. |
Y |
Please see the sub-section in the 2017 Annual Report entitled “The Nomination Committee” under the section on “Corporate governance” which shows that 3 of the 3 members of the Nomination Committee (i.e. Henry Joseph M. Herrera, Cesar P. Manalaysay, and Romerico S. Serrano) are independent directors. |
|
E.2.2(B) |
Does the Nominating Comittee undertake the process of identifying the quality of directors aligned with the company’s strategic directions? |
|
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. Revised Charter of the Nomination Committee Please see the Certification of the Corporate Secretary on the Qualification of Directors. |
|
E.3 Board Appointments and Re-election |
||||
|
E.3.1(B) |
Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? |
WORLDBANK PRINCIPLE 6 (VI.I.21) Are boards known to hire professional search firms when proposing candidates to the board? |
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available on the website of Pru Life UK. |
|
E.4 Board Structure & Composition |
||||
|
E.4.1(B) |
Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners? |
|
N |
|
|
E.5 Board Performance |
||||
|
E.5.1(B) |
Does the company have a separate level Risk Committee? |
International Financial Corporation’s Global Corporate Governance Forum Publication: When Do Companies Need a Board-level Risk Management Committee? (Volume 31, pp. 11, March 2013) |
Y |
Please see Section 11.D on page 5 of the Board Charter which is available on the website of Pru Life UK. Please see the following Charters of the Risk Committee which are available on the website of Pru Life UK:
Risk Committee Charter dated 26 August 2016
Risk Committee Charter dated 22 March 2018 Please see the Certification on Risk Committee which is available on the website of Pru Life UK |
2016
Part A
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1 |
Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i)declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? |
OECD Principle II: The Rights of Shareholders and Key Ownership Functions (A) Basic shareholder rights should include the right to, amongst others: (6) share in the profits of the corporation. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Right to participate in decisions concerning fundamental corporate changes. |
||||
|
|
Do shareholders have the right to participate in: |
|
|
|
|
A.2.1 |
Amendments to the company's constitution? |
OECD Principle II (B) Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: (1) amendments to the statutes, or articles of incorporation or similar governing documents of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.2 |
The authorisation of additional shares? |
OECD Principle II (B): (2) the authorisation of additional shares |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.3 |
The transfer of all or substantially all assets, which in effect results in the sale of the company? |
OECD Principle II (B): (3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
||||
|
A.3.1 |
Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
OECD Principle II (C):
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.2 |
Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.3 |
Does the company allow shareholders to elect directors/commissioners individually? |
Y |
Please see item 7 of the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017.
Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
|
A.3.4 |
Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds? |
OECD Principle II (C): Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
|
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.5 |
Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? |
OECD Principle II (C): (2) Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK is nevertheless compliant with the same. Please see item 8 of the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017. Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017.
The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
A.3.6 |
Do the minutes of the most recent AGM record questions and answers? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK is nevertheless compliant with the same. Please see item 8 of the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017. Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
|
A.3.7 |
Does the disclosure of the outcome of the most recent AGM include resolution(s)? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017.
Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
|
A.3.8 |
Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017.
Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
|
A.3.9 |
Does the company disclose the list of board members who attended the most recent AGM? |
OECD Principle II (C); and ICGN 2.4.2: All directors need to be able to allocate sufficient time to the board to perform their responsibilities effectively, including allowing some leeway for occasions when greater than usual time demands are made. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017.
Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
A.3.10 |
Did the chairman of the board of directors/commissioners attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017.
Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
|
A.3.11 |
Did the CEO/Managing Director/President attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017.
Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
|
A.3.12 |
Did the chairman of the Audit Committee attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017.
Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
|
A.3.13 |
Did the company organise their most recent AGM in an easy to reach location? |
OECD Principle II (C) |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017.
Minutes of the Annual Meeting of Shareholders dated 23 June 2016
Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. Please see the Notice of the Annual Meeting of the Shareholders held on 23 June 2016.
Notice of Annual Meeting of Shareholders for 2016 with Annex B and C
Notice of Annual Meeting of Shareholders for 2017 with Annex A and B and Proxy Form |
|
A.3.14 |
Does the company allow for voting in absentia? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.15 |
Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
OECD Principle II (C) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.16 |
Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.17 |
Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? |
OECD Principle II (C)
(1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 23 June 2016 on 24 June 2016 which is the next working day. Minutes of the Annual Meeting of Shareholders held on 23 June 2016 Below is an additional response as of 23 June 2017. Pru Life UK also uploaded the Minutes of its Annual Shareholders’ Meeting held on 22 June 2017 on 23 June 2017 which is the next working day. Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 |
|
A.3.18 |
Do companies provide at least 21 days notice for all resolutions? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 23 June 2016 which was sent to all Shareholders on 26 May 2016, or at least 21 days (i.e. 28 days to be exact) prior to the said Annual Meeting of the Shareholders.
Notice of Annual Meeting of Shareholders for 2016 with Annex B and C
Please see the Notice of the Annual Meeting of the Shareholders to be held on 22 June 2017 which was sent to all Shareholders on 24 May 2017 (i.e. 29 days to be exact), or at least 21 days prior to the said Annual Meeting of the Shareholders.
Notice of Annual Meeting of Shareholders for 2017 with Annex A and B and Proxy Form |
|
|
A.3.19 |
Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 23 June 2016.
Notice of Annual Meeting of Shareholders for 2016 with Annex B and C
Please see the Notice of the Annual Meeting of the Shareholders to be held on 22 June 2017.
Notice of Annual Meeting of Shareholders for 2017 with Annex A and B with Proxy Form |
|
|
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner. |
||||
|
A.4.1 |
In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? |
OECD Principle II (E): Markets for corporate control should be allowed to function in an efficient and transparent manner.
(1) The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that the investors understand their rights and recourse. Transactions should occur at transparent prices under fair conditions that protect the rights of all shareholders according to their class. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
||||
|
A.5.1 |
Does the Company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company? |
OECD Principle II (F) The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part B
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
B.1 Shares and voting rights |
||||
|
B.1.1 |
Do the company's ordinary or common shares have one vote for one share? |
OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (1) Within any series of a class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected. ICGN 8.3.1 Unequal voting rights Companies ordinary or common shares should feature one vote for one share. Divergence from a ‘one-share, one-vote’ standard which gives certain shareholders power which is disproprotionate to their equity ownership should be both disclosed and justified.
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.1.2 |
Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website/reports/the stock exchange/the regulator's website)? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2 Notice of AGM |
||||
|
B.2.1 |
Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? |
OECD Principle II (C) Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern shareholder meetings: (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions such as the nomination and election of board members, should be facilitated.
OECD Principle II (A) All shareholders of the same series of a class should be treated equally. (4) Impediments to cross border voting should be eliminated.
ICGN 8.3.2 Shareholder participation in governance Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors in an individual basis and also the right to appoint external auditor.
ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be faciliatated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017.
Minutes of Annual Meeting of Shareholders dated 23 June 2016
The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. |
|
B.2.2 |
Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 23 June 2016 which was drafted in English which is also the local-language.
Notice of Annual Meeting of Shareholders for 2016 with Annex B and Annex C
Please see the Notice of the Annual Meeting of the Shareholders to be held on 22 June 2017 which was drafted in English which is also the local-language.
Notice of Annual Meeting of Shareholders for 2017 with Annex A and Annex B |
|
|
|
Does the notice of AGM/circulars have the following details: |
|
|
|
|
B.2.3 |
Are the profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/reelection included? |
Y |
Please see the Notice and Agenda of the Annual Meeting of the Shareholders held on 23 June 2016. Notice of Annual Meeting of Shareholders for 2016 with Annex B and Annex C Notice of Annual Meeting of Shareholders for 2017 with Annex A and Annex B |
|
|
B.2.4 |
Are the auditors seeking appointment/re-appointment clearly identified? |
Y |
Please see the Notice and Agenda of the Annual Meeting of the Shareholders held on 23 June 2016. Notice of Annual Meeting of Shareholders for 2016 with Annex B and Annex C Notice of Annual Meeting of Shareholders for 2017 with Annex A and Annex B |
|
|
B.2.5 |
Has an explanation of the dividend policy been provided? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.6 |
Is the amount payable for final dividends disclosed? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.7 |
Were the proxy documents made easily available? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.3 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.3.1 |
Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.3.2 |
Are the directors and commissioners required to report their dealings in company shares within 3 business days? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4 Related party transactions by directors and key executives. |
||||
|
B.4.1 |
Does the company have a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest? |
OECD Principle III (C) Members of the board and key executives should be required to disclose to the board whether they, directly or indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation. ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.4.2 |
Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? |
Y |
Please refer to:
Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017
Related Party Transactions Policy dated 19 May 2016
Certification of the Corporate Secretary on the Related Party Transactions Committee Please also refer to the additional documents below as of 23 June 2017.
Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017
Revised Related Party Transactions Policy dated 22 June 2017 |
|
|
B.4.3 |
Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4.4 |
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.5 Protecting minority shareholders from abusive actions |
||||
|
B.5.1 |
Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies? |
OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (2) Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress. |
N |
Please see pages 51 to 52 of the 2016 Audited Financial Statements filed with the BIR and the SEC.
|
|
B.5.2 |
Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? |
Y |
Please refer to:
Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017
Related Party Transactions Policy dated 19 May 2016 Please also refer to the additional documents below as of 23 June 2017.
Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017
|
|
Part C
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
|
Does the company disclose a policy that: |
|
|
|
|
C.1.1 |
Stipulates the existence and scope of the company’s efforts to address customers’ welfare? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. In all OECD countries, the rights of stakeholders are established by law (e.g. labour, business, commercial and insolvency laws) or by contractual relations. Even in areas where stakeholder interests are not legislated, many firms make additional commitments to stakeholders, and concern over corporate reputation and corporate performance often requires the recognition of broader interests. Global Reporting Initiative: Sustainability Report (C.1.1 – C.1.5) International Accounting Standards 1: Presentation of Financial Statements |
Y |
Please see below the Customer Health, Safety and Welfare Policies of Pru Life UK. |
|
C.1.2 |
Explains supplier/contractor selection practice? |
Y |
Please see below the Outsourcing Policies and Procedures of Pru Life UK: |
|
|
C.1.3 |
Describes the company’s efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Group Environment Policy of Prudential plc. Please see the links below.
|
|
|
C.1.4 |
Elaborates the company’s efforts to interact with the communities in which they operate? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Community Investment Policy of Prudential plc. Please see the link below.
Further, Pru Life UK has sustainable initiatives focused on the following key pillars: Children and Education, Disaster Preparedness and Recovery, Communities and Employee Volunteerism. Pru Life UK has flagship programmes under each pillar, in partnership with local and international non-governmental organizations (NGOs), in line with and in support of the regional strategy and direction of its unified charitable arm, Prudence Foundation. The foregoing can be accessed through the corporate social responsibility (CSR) sections of the website of Pru Life UK which are available at the links below.
Disaster Preparedness and Recovery
|
|
|
C.1.5 |
Describe the company’s anti-corruption programmes and procedures? |
Y |
Please see below Pru Life UK’s Anti-Bribery and Corruption Policy.
Pru Life UK's Anti-Bribery and Corruption Policy and Activities |
|
|
C.1.6 |
Describes how creditors’ rights are safeguarded? |
Y |
Please see attached disclosure of the protection of creditors' rights.
|
|
|
|
Does the company disclose the activities that it has undertaken to implement the above mentioned policies? |
|
|
|
|
C.1.7 |
Customer health and safety |
OECD Principle IV (A) & Global Reporting Initiative |
Y |
Please see pages 10 to 12 of the Customer Health, Safety and Welfare Policies of Pru Life UK which provide the activities Pru Life UK has undertaken to implement said policies.
|
|
C.1.8 |
Supplier/Contractor selection and criteria |
Y |
Please see below the Outsourcing Policies and Procedures of Pru Life UK which provide the activities Pru Life UK has undertaken to implement said policies:
Outsourcing Policies and Procedures
|
|
|
C.1.9 |
Environmentally-friendly value chain |
Y |
Please see attached the activities implemented by Pru Life UK for the year 2016 to promote an environment-friendly value chain.
|
|
|
C.1.10 |
Interaction with the communities |
Y |
Please see the links to the following press releases:
Pru Life UK advocates safe cycling in PRUride to London, McKinley's first ever cycling event
Pru Life UK to hold first cycling event, proceeds to fund bike-friendly projects in Metro
Pru Life UK, Philippine Red Cross team up for National Blood Donors' Month
Pru Life UK, Cha-Ching enriches sessions at Galileo learning centers
Pru Life UK mobilizes employee-volunteers for Brigada Eskwela 2016
Prudence Foundation holds fourth leg of building disaster-resilient homes in Bantayan Island
Pru Life UK's Cha-Ching money-smart program wins international Gold Quill
Pru Life UK, JA Asia-Pacific seal the deal for JA Cha-Ching curriculum rollout in the Philippines
|
|
|
C.1.11 |
Anti-corruption programmes and procedures |
Y |
Please see pages 1 to 2 of the attached on the activities that Pru Life UK has undertaken to implement its Anti-Bribery and Corruption Policy.
Pru Life UK Anti-Bribery and Corruption Policy and Activities |
|
|
C.1.12 |
Creditors' rights |
Y |
Please see attached the activities implemented by Pru Life UK for the year 2016 to protect creditors' rights.
|
|
|
C.1.13 |
Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section? |
OECD Principle V (A): Disclosure should include, but not be limited to, material information on: (7) Issues regarding employees and other stakeholders. Companies are encouraged to provide information on key issues relevant to employees and other stakeholders that may materially affect the long term sustainability of the company. |
Y |
The corporate social responsibility (“CSR”) section of the website of Pru Life UK reports the Company’s CSR activities. The CSR section is available at the link below.
|
|
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. |
||||
|
C.2.1 |
Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? |
OECD Principle IV (B): Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. The governance framework and processes should be transparent and not impede the ability of stakeholders to communicate and to obtain redress for the violation of rights. |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Speak Out Confidential Hotline (Whistle Blowing Policy)" under the section of"Corporate Governance".
|
|
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop. |
||||
|
C.3.1 |
Does the company explicitly disclose the health, safety, and welfare policy for its employees? |
OECD Principle IV (C): Performance-enhancing mechanisms for employee participation should be permitted to develop. In the context of corporate governance, performance enhancing mechanisms for participation may benefit companies directly as well as indirectly through the readiness by employees to invest in firm specific skills. Firm specific skills are those skills/competencies that are related to production technology and/or organizational aspects that are unique to a firm. Examples of mechanisms for employee participation include: employee representation on boards; and governance processes such as works councils that consider employee viewpoints in certain key decisions. With respect to performance enhancing mechanism, employee stock ownership plans or other profit sharing mechanisms are to be found in many countries. |
Y |
Please see below the Health, Safety and Welfare Policies of Pru Life UK for its employees. This is disclosed in Pru Life UK's intranet and is readily accessible to all employees.
|
|
C.3.2 |
Does the company publish relevant information relating to health, safety and welfare of its employees? |
|
Please see pages 2 to 3 of the attached for the activities implemented by Pru Life UK for the year 2016 relating to the health, safety and welfare of its employees.
|
|
|
C.3.3 |
Does the company have training and development programmes for its employees? |
Y |
Please see attached the training and development programmes provided by Pru Life UK for its employees for the year 2016.
|
|
|
C.3.4 |
Does the company publish relevant information on training and development programmes for its employees? |
Y |
Please see attached the relevant information on training and development programmes provided by Pru Life UK for its employees for the year 2016.
|
|
|
C.3.5 |
Does the company have a reward/compensation policy that accounts for the performance of the company beyond shortterm financial measures? |
Y |
Please see attached disclosure on the Prudential compensation program which accounts for the performance of Pru Life UK and other subsidiaries beyond the short-term financial measures. |
|
|
C.4 Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
||||
|
C.4.1 |
Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour? |
OECD Principle IV(E): Stakeholders, including individual employees and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
Y |
Please see attached the policies of Pru Life UK which include the procedures for handling complaints by employees concerning illegal and unethical behaviour. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
C.4.2 |
Does the company have a policy or procedure to protect an employee/person who reveals illegal/unethical behavior from retaliation? |
Y |
Please see attached the policies of Pru Life UK which include the procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
Part D
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
D.1 Transparent ownership structure |
||||
|
D.1.1 |
Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? |
OECD Principle V: Disclosure and Transparency (A) Disclosure should include, but not limited to, material information on: (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, and beneficial ownership
ICGN 7.6 Disclosure of ownership ...the disclosure should include a description of the relationship of the company to other companies in the corporate group, data on major shareholders and any other information necessary for a proper understanding of the company’s relationship with its public shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.1.2 |
Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.3 |
Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.4 |
Does the company disclose the direct and indirect (deemed) shareholdings of senior management? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.5 |
Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/vehicles (SPEs)/ (SPVs)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.2 Quality of Annual Report |
||||
|
|
Does the company's annual report disclose the following items: |
|
|
|
|
D.2.1 |
Key Risks |
OECD Principle V (A): (1) The financial and operating results of the company; (2) Company objectives, including ethics, environment, and other public policy commitments; (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, beneficial ownership; (4) Remuneration policy for members of the board and key executives, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board; (6) Foreseeable risk factors, including risk management system; (7) Issues regarding employees and other stakeholders; (8) Governance structure and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.
OECD Principle V (E): Channels for disseminating information should provide equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the section in the 2016 Annual Report entitled"Risk management (Key Risks)".
|
|
D.2.2 |
Corporate Objectives |
Y |
Please see the section in the 2016 Annual Report entitled"Corporate Objectives, Mission, Vision, and Guiding Principles".
|
|
|
D.2.3 |
Financial Performance Indicators |
Y |
Please see the section in the 2016 Annual Report entitled"Management's Discussion and Analysis (Financial and Non-Financial Indicators)".
|
|
|
D.2.4 |
Non-Financial Performance Indicators |
Y
|
Please see the section in the 2016 Annual Report entitled"Management's Discussion and Analysis (Financial and Non-Financial Indicators)".
|
|
|
D.2.5 |
Dividend Policy |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Dividend policy" under the section on"Corporate Governance".
|
|
|
D.2.6 |
Details of whistle-blowing policy |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Speak Out Confidential Helpline (Whistle Blowing Policy)" under the section on"Corporate Governance".
|
|
|
D.2.7 |
Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section on"Corporate Governance".
|
|
|
D.2.8 |
Training and/or continuing education programme attended by each director/commissioner |
Y |
Please see the sub-section in the 2016 Annual Report entitled “Training and continuing education programme of Directors” under the section on “Corporate Governance”.
|
|
|
D.2.9 |
Number of board of directors/commissioners meetings held during the year |
Y |
Please see the sub-section in the 2016 Annual Report entitled “Board meetings” under the section on “Corporate Governance”.
|
|
|
D.2.10 |
Attendance details of each director/commissioner in respect of meetings held |
Y |
Please see the sub-section in the 2016 Annual Report entitled “Board meetings” under the section on “Corporate Governance”.
|
|
|
D.2.11 |
Details of remuneration of each member of the board of directors/commissioners |
N |
|
|
|
|
Corporate Governance Confirmation Statement |
|
|
|
|
D.2.12 |
Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? |
|
Y |
Please see the sub-section in the 2016 Annual Report entitled “Code of corporate governance” under the section on “Corporate Governance”.
|
|
D.3 Disclosure of related party transactions (RPT) |
||||
|
D.3.1 |
Does the company disclose its policy covering the review and approval of material/significant RPTs? |
|
Y |
Please see attached Pru Life UK’s Related Party Transactions Policy (which was effective from 19 May 2016 until 21 June 2017) using the link below.
Related Party Transactions Policy dated 19 May 2016
Below is an additional response as of 23 June 2017.
Please also see attached Pru Life UK’s Related Party Transactions Policy (which became effective on 22 June 2017) using the link below.
Revised Related Party Transactions Policy dated 22 June 2017 |
|
D.3.2 |
Does the company disclose the name of the related party and relationship for each material/significant RPT? |
|
Y |
Please see pages 51 to 52 of the 2016 Audited Financial Statements filed with the Bureau of Internal Revenue and the Securities and Exchange Commission, paticularly item 25 on Related Party Transactions.
|
|
D.3.3 |
Does the company disclose the nature and value for each material/significant RPT? |
|
Y |
Please see pages 51 to 52 of the 2016 Audited Financial Statements filed with the Bureau of Internal Revenue and the Securities and Exchange Commission, paticularly item 25 on Related Party Transactions.
|
|
D.4 Directors and commissioners dealings in shares of the company |
||||
|
D.4.1 |
Does the company disclose trading in the company's shares by insiders? |
OECD Principle V (A): (3) Major share ownership and voting rights ICGN 3.5 Employees share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. ICGN 5.5 Share ownership Every company should have and disclose a policy concerning ownership of shares of the company by senior managers and executive directors with the objective of aligning the interests of these key executives with those of shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.5 External auditor and Auditor Report |
||||
|
D.5.1 |
Are audit fees disclosed? |
OECD Principle V (C): An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. |
Y |
Please see the sub-section in the 2016 Annual Report entitled “External auditor” under the section on “Corporate Governance”.
|
|
|
Where the same audit firm is engaged for both audit and non-audit services, |
|
|
|
|
D.5.2 |
Are the non-audit fees disclosed? |
Y |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section in the 2016 Annual Report entitled “External auditor” under the section on “Corporate Governance”.
|
|
|
D.5.3 |
Does the non-audit fees exceed the audit fees? |
N |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section in the 2016 Annual Report entitled “External auditor” under the section on “Corporate Governance”.
|
|
|
D.6 Medium of communications |
||||
|
|
Does the company use the following modes of communication? |
|
|
|
|
D.6.1 |
Quarterly Reporting |
OECD Principle V (E): Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the links to the 2016 Quarterly Statistical Reports of Pru Life UK submitted to the Insurance Commission. Please also refer to prior 2016 Quarterly Statistical Reports as attached. Quarterly Statistical Report - 4th Quarter of 2016
Quarterly Statistical Report - 1st to 3rd Quarter of 2016 (cover sheets) |
|
D.6.2 |
Company Website |
Y |
Please see the link to the official website of Pru Life UK which is used by Pru Life UK as a mode of communication.
|
|
|
D.6.3 |
Analyst's Briefing |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.6.4 |
Media briefings/Press conferences |
Y |
On November 11 and 12, 2016, Pru Life UK held pre-event press conferences for PRUride to London. Pru Life UK, together with National Bicycle Organization, invited sports writers and bloggers to its office to give a briefing on the event. Please see link below for the details.
Pru Life UK to hold first cycling event, proceeds to fund bike-friendly projects in Metro
On 1 April 2016, Pru Life UK held a media launch at Fairmont Hotel in Makati for its newest product PRUlink elite protector 5. Please see link below for the details.
Pru Life UK introduces PRUlink elite protector 5 |
|
|
D.7 Timely filing/release of annual/financial reports |
||||
|
D.7.1 |
Is the audited annual financial report released within 120 days from the financial year end? |
OECD Principle V (C OECD Principle V (E) OECD Principle V-A ICGN 7.2 Timely Disclosure ICGN 7.3 Affirmation of financial statements The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company’s financial statements or financial accounts. |
Y |
Please see the link below for the copy of the 2016 Audited Financial Statements which was received by:
2016 Audited Financial Statements A copy of the 2016 Audited Financial Statements was uploaded on the official website of Pru Life UK on 11 April 2017 or 101th day from the financial year end. Please see link below. |
|
D.7.2 |
Is the audited annual report released within 120 days from the financial year end? |
N |
|
|
|
D.7.3 |
Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? |
Y |
The Statement of Management’s Responsibility for Financial Statements which provides for the fair representation of the financial statements of Pru Life UK that are free from material misstatement is signed by the Chairman of the Board (Mr. Henry Joseph M. Herrera), the President and Chief Executive Officer (Mr. Antonio Manuel G. De Rosas), and the Executive Vice President & Chief Financial Officer (Mr. Lee C. Longa) of the Corporation. Please see page 6 of the 2016 Audited Financial Statements attached below.
|
|
|
D.8 Company Website |
||||
|
|
Does the company have a website disclosing up-to-date information on the following: |
|
|
|
|
D.8.1 |
Business operations |
OECD Principle V (A)
OECD Principle V (E)
ICGN 7.1 Transparent and open communication
ICGN 7.2 Timely disclosure |
Y |
Please see the 2016 Annual Report of Pru Life UK which is available in the website of Pru Life UK. |
|
D.8.2 |
Financial statements/reports (current and prior years) |
Y |
Please see annual reports of Pru Life UK since year 2010 which are available in the website of Pru Life UK. |
|
|
D.8.3 |
Materials provided in briefings to analysts and media |
Y |
On 1 April 2016, Pru Life UK held a media launch at Fairmont Hotel in Makati for its newest product PRUlink elite protector 5. Please see link below for the product brochure of PRUlink elite protector 5 which was circulated to the media attendees. |
|
|
D.8.4 |
Shareholding structure |
Y |
Please see the section in the 2016 Annual Report entitled “Shareholding Structure and Group Corporate Structure”. |
|
|
D.8.5 |
Group corporate structure |
Y |
Please see Pru Life UK’s Group corporate structure which is available in the website of Pru Life UK.
|
|
|
D.8.6 |
Downloadable annual report |
Y |
Please see annual reports of Pru Life UK since year 2010 up to 2016 which are available in the website of Pru Life UK. |
|
|
D.8.7 |
Notice of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.8.8 |
Minutes of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 23 June 2016 on 24 June 2016. Please see link below. Minutes of the Annual Shareholders’ Meeting held on 23 June 2016 Below is an additional response as of 23 June 2017. Pru Life UK also uploaded the Minutes of its Annual Shareholders’ Meeting held on 22 June 2017 on 23 June 2017. Please see link below. Minutes of the Annual Meeting of the Shareholders held on 22 June 2017 |
|
|
D.8.9 |
Company’s constitution (company’s by-laws, memorandum and articles of association) |
Y |
Please see the Amended Articles of Incorporation of Pru Life UK and the Amended By-Laws of Pru Life UK.
Amended Articles of Incorporation
|
|
|
D.9 Investor Relations |
||||
|
D.9.1 |
Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer responsible for investor relations? |
ICGN 7.1 Transparent and open communication |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part E
|
Company Name: Pru Life Insurance Corporation of U.K. |
|
||||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|||
|
|
||||||
|
E.1 Clearly defined board responsibilities and corporate governance policy |
|
||||||
|
E.1.1 |
Does the company disclose its corporate governance policy /board charter? |
OECD PRINCIPLE V: Disclosure and Transparency (A) Disclosure should include, but not be limited to, material information on: (8) Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented. |
Y |
Please see the Board Charter of Pru Life UK which is available in the website of Pru Life UK. |
|
||
|
E.1.2 |
Are the types of decisions requiring board of directors/commissioners' approval disclosed? |
OECD PRINCIPLE VI (D) |
Y |
Please see Article 3 Section 1 on pages 5 to 7 of the Amended By-Laws of Pru Life UK and Section 9 on page 4 of the Board Charter of Pru Life UK. |
|
||
|
E.1.3 |
Are the roles and responsibilities of the board of directors/commissioners clearly stated ? |
Y |
Please see Article 3 Section 1 on pages 5 to 7 of the Amended By-Laws of Pru Life UK and Section 8 on pages 3 to 4 of the Board Charter of Pru Life UK. |
|
|||
|
|
Corporate Vision/Mission |
|
|||||
|
E.1.4 |
Does the company have a vision and mission statement? |
OECD Principle 6 (P58) ICGN: 3.2 Integrity ICGN: 3.2 Integrity The board is responsible for overseeing the implementation and maintenance of a culture of integrity. The board should encourage a culture of integrity permeating all aspects of the co., and secure that its vision, mission and objectives are ethically sound. |
Y |
Please see the Vision and Mission of Pru Life UK which is available in the website of Pru Life UK.
Please see the sub-section in the 2016 Annual Report entitled “Mission and Vision” under the section of “Corporate Objectives, Mission, Vision, and Guiding Principles”. Please see Part IV of the Minutes of the Regular Meeting of the Board of Directors held on 25 August 2016 entitled"Review and Approval of the Mission and Vision as required by the ASEAN Corporate Governance Scorecard". |
|
||
|
E.1.5 |
Has the board reviewed the vision and mission/strategy in the last financial year? |
|
Y |
Please see Part IV of the Minutes of the Regular Meeting of the Board of Directors held on 25 August 2016 entitled “Review and Approval of the Mission and Vision as Required by the ASEAN Corporate Governance Scorecard”.
Minutes of the Regular Meeting of the Board of Directors (August 25, 2016) |
|
||
|
E.1.6 |
Does the board of directors monitor/oversee the implementation of the corporate strategy? |
|
Y |
Please see the items entitled “Approval of 2016 Business Plan”, “Business Updates and Financial Highlights”, and “Investment Committee Report” in the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 31 March 2016, Organizational Meeting of the Board of Directors held on 23 June 2016, Regular Meeting of the Board of Directors held on 25 August 2016, and Regular Meeting of the Board of Directors held on 22 November 2016.
Minutes of the Regular Meeting of the Board of Directors (March 31, 2016)
Minutes of the Organizational Meeting of the Board of Directors (June 23, 2016)
Minutes of the Regular Meeting of the Board of Directors (August 25, 2016)
Minutes of the Regular Meeting of the Board of Directors (November 22, 2016)
Please refer to item A of Section 8 on page 3 of the Pru Life UK Board Charter.
|
|
||
|
E.2 Board Structure |
|
||||||
|
|
Code of Ethics or Conduct |
|
|||||
|
E.2.1 |
Are the details of the code of ethics or conduct disclosed? |
OECD Principle VI (C) The board should apply high ethical standards. It should take into account the interests of stakeholders. The board had a key role in setting the ethical tone of a company, not only by its own actions, but also in appointing and overseeing key executives and consequently the management in general. High ethical standards are in the long term interests of the company as a means to make it credible and trustworthy, not only in day-to-day operations but also with respect to longer term commitments. To make the objectives of the board clear and operational, many companies have found it useful to develop company codes of conduct based on, inter alia, professional standards and sometimes broader codes of behaviour. The latter might include a voluntary commitment by the company (including its subsidiaries) to comply with the OECD Guidelines for Multinational Enterprises which reflect all four princples contained in the ILO Declaration on Fundamental Labour Rights. Company-wide codes serve as a standard for conduct by both the board and key executives, setting the framework for the exercise of judgment in dealing with varying and often conflicting constituencies. At a minimum, the ethical code should set clear limits on the pursuit of private interests, including dealings in the shares of the company. An overall framework for ethical conduct goes beyond compliance with the law, which should always be a fundamental requirement. |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Group Code of Business Conduct of Prudential plc. Please see the link below. |
|
||
|
E.2.2 |
Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Group Code of Business Conduct of Prudential plc. Please see page 1 of the attached which states that the Board of Directors, the senior management, and all employees of Pru Life UK are required to comply with the Code of Business Conduct. |
|
|||
|
E.2.3 |
Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? |
Y
|
Please see page 4 of the attached on how Pru Life UK implements and monitors compliance with the Group Code of Business Conduct. |
|
|||
|
|
Board Structure and Composition |
|
|||||
|
E.2.4 |
Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
OECD Principle VI (E) In order to exercise its duties of monitoring managerial performance, preventing conflicts of interest and balancing competing demands on the corporation, it is essential that the board is able to exercise objective judgment. In the first instance this will mean independence and objectivity with respect to management with important implications for the composition and structure of the board. Board independence in these circumstances usually requires that a sufficient number of board members will need to be independent of management. The ASX Code recommends at least a majority of independent directors, while the UK Code recommends at least half of the board, excluding the Chairman, be independent directors. The minimum of three independent directors is to ensure that companies with small boards have enough independent directors (note that stock exchange rules often require at least two independent directors). |
N |
|
|
||
|
E.2.5 |
Are the independent directors/commissioners independent of management and major/substantial shareholders? |
OECD PRINCIPLE VI (E) |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section of"Corporate Governance".
|
|
||
|
E.2.6 |
Does the company have a term limit of nine years or less for its independent directors/commissioners? |
N |
|
|
|||
|
E.2.7 |
Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
UK CODE (June 2010): Non-executive directors should be appointed for specified terms subject to re-election and statutory provisions relating to the removal of a director. Any term beyond six years for a non-executive director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board and to succession for appointments to the board and to senior management, so as to maintain an appropriate balance of skills and experience within the company and on the board. |
N |
|
|
||
|
E.2.8 |
Does the company have any independent directors/commissioners who serve on a total of more than five boards of publicly-listed companies? |
OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. |
N |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section of"Corporate Governance". |
|
||
|
E.2.9 |
Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? |
N |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section of"Corporate Governance". |
|
|||
|
|
Nominating Committee |
|
|||||
|
E.2.10 |
Does the company have a Nominating Committee (NC)? |
OECD PRINCPLE II (C) (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. With respect to nomination of candidates, boards in many companies have established Nominating Committees to ensure proper compliance with established nomination procedures and to facilitate and coordinate the search for a balanced and qualified board. It is increasingly regarded as good practice in many countries for independent board members to have a key role on this committee. To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. |
Y |
Please see the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK. Revised Charter of the Nomination Committee Please see the sub-section in the 2016 Annual Report entitled"The Nomination Committee" under the section of"Corporate Governance". |
|
||
|
E.2.11 |
Does the Nominating Committee comprise of a majority of independent directors/commissioners? |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “The Nomination Committee” under the Section of “Corporate Governance” which shows that 3 out of the 3 members of the Nomination Committee (i.e. Henry Joseph M. Herrera, Cesar P. Manalaysay, and Romerico S. Serrano) are independent directors. |
|
|||
|
E.2.12 |
Is the Chairman of the Nominating Committee an independent director/commissioner? |
This item is in most codes of corporate governance. |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “The Nomination Committee” under the Section of “Corporate Governance” which shows that the Chairman of the Nomination Committee, Cesar P. Manalaysay, is an independent director. Please see the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK. |
|
||
|
E.2.13 |
Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. Given the responsibilities of the NC spelt out in codes of corporate governance, the NC is unlikely to be fulfilling these responsibilities effectively if it is only meeting once a year. Globally, the NC of large companies would meet several times a year. |
Y |
The Revised Charter of the Nomination Committee which is available at the website of Pru Life UK. |
|
||
|
E.2.14 |
Did the Nominating Committee meet at least twice during the year? |
Y |
Please see the sub-section in the 2016 Annual Report entitled “The Nomination Committee” under the section on “Corporate Governance”. Please see Section 3 on page 1 of the Revised Charter of the Nomination Committee of Pru Life UK which is available in the website of Pru Life UK. |
|
|||
|
E.2.15 |
Is the attendance of members at Nominating Committee meetings disclosed? |
Y |
Please see the sub-section in the 2016 Annual Report entitled “The Nomination Committee” under the section on “Corporate Governance”. |
|
|||
|
|
Remuneration Committee |
|
|
|
|||
|
E.2.16 |
Does the company have a Remuneration Committee? |
OECD PRINCIPLE VI (D) (4) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. It is considered good practice in an increasing number of countries that remuneration policy and employment contracts for board members and key executives be handled by a special committee of the board comprising either wholly or a majority of independent directors. There are also calls for a Remuneration Committee that excludes executives that serve on each others’ Remuneration Committtees, which could lead to conflicts of interest. |
Y |
Please see the Revised Charter of the Remuneration Committee which is available at the website of Pru Life UK. Revised Charter of the Remuneration Committee Please see the sub-section in the 2016 Annual Report entitled"The Remuneration Committee" under the section of"Corporate Governance". |
|
|
|
|
E.2.17 |
Does the Remuneration Committee comprise of a majority of independent directors/commissioners? |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “The Remuneration Committee” under the Section on “Corporate Governance”. Please see the Revised Charter of the Remuneration Committee which is available at the website of Pru Life UK. |
|
|
|
|
|
E.2.18 |
Is the Chairman of the Remuneration Committee an independent director/commissioner? |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “The Remuneration Committee” under the Section of “Corporate Governance” which shows that the Chairman of the Remuneration Committee, Romerico S. Serrano, is an independent director. |
|
|
|
|
|
E.2.19 |
Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? |
OECD PRINCIPLE VI (E) (2) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in an increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. |
Y |
The Revised Charter of the Remuneration Committee is available at the website of Pru Life UK. |
|
|
|
|
E.2.20 |
Did the Remuneration Committee meet at least twice during the year? |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “The Remuneration Committee” under the Section on “Corporate Governance”. Please see Section 3 on page 1 of the Revised Charter of the Remuneration Committee which is available at the website of Pru Life UK. |
|
|
|
|
|
E.2.21 |
Is the attendance of members at Remuneration Committee meetings disclosed? |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “The Remuneration Committee” under the Section on “Corporate Governance”. |
|
|
|
|
|
|
Audit Committee |
|
|
|
|||
|
E.2.22 |
Does the company have an Audit Committee? |
OECD PRINCIPLE VI (E) |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
E.2.23 |
Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
OECD PRINCIPLE VI (E) (1) When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board. While the use of committees may improve the work of the board, they may also raise questions about the collective responsibility of the board and of individual board members. In order to evaluate the merits of board committees, it is therefore important that the market receives a full and clear picture of their purpose, duties and composition. Such information is particularly important in the increasing number of jurisdictions where boards are establishing independent Audit Committees with powers to oversee the relationship with the external auditor and to act in many cases independently. Other such committees include those dealing with nomination and compensation. The accountability of the rest of the board and the board as a whole should be clear. Disclosure should not extend to committees set up to deal with, for example, confidential commercial transactions. |
Y |
*In the Regular Board of Directors’ Meeting held on 22 November 2016, the Board approved renaming the Audit Committee to Audit and Related Party Transactions Committee. Please see the Sub-section in the 2016 Annual Report entitled “The Audit and Related Party Transactions Committee” under the Section on “Corporate Governance”, which is available in the website of Pru Life UK, which shows that:
|
|
|
|
|
E.2.24 |
Is the chairman of the Audit Committee an independent director/commissioner? |
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
E.2.25 |
Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? |
|
Y |
Please see Pru Life UK's Audit and Related Party Transactions Committee Terms of Reference (which was effective from 30 March 2017 until 21 June 2017) which is available at the website of Pru Life UK. Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017
Below is an additional response as of 23 June 2017.
Please also see Pru Life UK's Audit and Related Party Transactions Committee Terms of Reference (which became effective on 22 June 2017) which is available at the website of Pru Life UK.
Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017 |
|
|
|
|
E.2.26 |
Does the Annual Report disclose the profile or qualifications of the Audit Committee members? |
Most codes specify the need for accounting/finance expertise or experience. |
Y |
Please see the sub-section in the 2016 Annual Report entitled"The Audit and Related Party Transactions Committee" under the section of"Corporate Governance".
|
|
|
|
|
E.2.27 |
Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
UK CODE (JUNE 2010) C.3.1 The board should satisfy itself that at least one member of the Audit Committe has recent and relevant financial experience. As many of the key responsibilities of the Audit Committee are accounting-related, such as oversight of financial reporting and audits, it is important to have someone specifically with accounting expertise, not just general financial expertise. |
Y |
Please see the sub-section in the 2016 Annual Report entitled “The Audit and Related Party Transactions Committee” under the section of “Corporate Governance” which shows the Chairman of the Audit and Related Party Transactions Committee of Pru Life UK served as Assistant Vice President, Financial Controller and Analyst of a life insurance company from 1984 up to 1988.
|
|
|
|
|
E.2.28 |
Did the Audit Committee meet at least four times during the year? |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “The Audit and Related Party Transactions Committee” under the Section on “Corporate Governance”.
Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017
Below is an additional response as of 23 June 2017.
Please also see Section 3.a on page 4 of Pru Life UK’s Audit and Related Party Transactions Committee Terms of Reference (which became effective on 22 June 2017) which is available at the website of Pru Life UK.
Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017 |
|
|
|
|
|
E.2.29 |
Is the attendance of members at Audit Committee meetings disclosed? |
Y |
Please see the sub-section in the 2016 Annual Report entitled"The Audit and Related Party Transactions Committee" under the section on"Corporate Governance". |
|
|
|
|
|
E.2.30 |
Does the Audit Committee have primary responsibility for recommendation on the appointment and removal of the external auditor? |
UK CODE (June 2010) |
Y |
Please see Section 4.c.iii.a on page 5 of Pru Life UK’s Audit and Related Party Transactions Committee Terms of Reference (which was effective from 30 March 2017 until 21 June 2017) which is available at the website of Pru Life UK. Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017
Below is an additional response as of 23 June 2017.
Please also see Section 4.c.iii.a on page 5 of Pru Life UK’s Audit and Related Party Transactions Committee Terms of Reference (which became effective on 22 June 2017) which is available at the website of Pru Life UK.
Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017
Please see below the Certification of the Minutes of the Meeting of the Audit Committee held on 23 June 2016 and Annual Shareholders’ Meeting held on 23 June 2016. |
|
|
|
|
E.3 Board Process |
|
|
|
||||
|
|
Board Meetings and Attendance |
|
|
|
|||
|
E.3.1 |
Are the board of directors meetings scheduled before the start of the financial year? |
Scheduling board meetings before or at the beginning of the year would allow directors to plan ahead to attend such meetings, thereby helping to maximise participation, especially as non-executive directors often have other commitments. Additional ad hoc meetings can always be scheduled if and when necessary. It is common practice for boards in developed markets to schedule meetings in this way. |
Y |
Please see the item entitled “Schedule of Meetings and Board Education Sessions for the Years 2017 and 2018” on page 3 of the Minutes of the Regular Meeting of the Board of Directors held on 22 November 2016. Minutes of the Regular Meeting of the Board of Directors (November 22, 2016) Please see first sentence of Section 6 on page 3 of the Board Charter of Pru Life UK. |
|
|
|
|
E.3.2 |
Does the board of directors/commissioners meet at least six times per year? |
WORLDBANK PRINCIPLE 6 INDO SCORECARD |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Board Meetings" under the section on"Corporate Governance". |
|
|
|
|
E.3.3 |
Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? |
OECD PRINCIPLE VI (E) Specific limitations may be less important than ensuring that members of the board enjoy legitimacy and confidence in the eyes of shareholders. Achieving legitimacy would also be facilitated by the publication of attendance records for individual board members (e.g. whether they have missed a significant number of meetings) and any other work undertaken on behalf of the board and the associated remuneration. |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Board Meetings" under the section on"Corporate Governance". |
|
|
|
|
E.3.4 |
Does the company require a minimum quorum of at least 2/3 for board decisions? |
WORLDBANK PRINCIPLE 6 |
N |
|
|
|
|
|
E.3.5 |
Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? |
WORLDBANK PRINCIPLE 6 |
Y |
Please see the Agenda of the Meeting of the External Directors (i.e. non-executive directors) held on 23 June 2016.
Agenda of the Meeting of the External Directors
Please see the Certification of the Corporate Secretary stating that the non executive directors (who are directors not employed by Pru Life UK and its Regional Head Office) met separately on 23 June 2016 without any executives present.
|
|
|
|
|
|
Access to Information |
|
|
|
|||
|
E.3.6 |
Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? |
OECD PRINCIPLE VI (F) In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information. WORLDBANK PRINCIPLE 6 (VI.F.2) Does such information need to be provided to the board at least five business days in advance of the board meeting? |
Y |
Please see the Certification of the Corporate Secretary stating that for the year 2016, the Corporate Secretary sent the board papers to the Board of Directors at least five (5) business days in advance of the board meetings. |
|
|
|
|
E.3.7 |
Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
OECD PRINCIPLE VI (F) ICSA Guidance on the Corporate Governance Role of the Company Secretary |
Y |
Please see Section 5 of Article IV on page 13 of the Amended By-Laws of Pru Life UK. Please see Section 12 on page 5 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK. Please see Section 8 on page 3 of the Revised Nomination Committee Charter of Pru Life UK which is available in the website of Pru Life UK. Revised Charter of the Nomination Committee Please see Section 7 on page 2 of the Revised Charter of the Remuneration Committee which is available at the website of Pru Life UK. Revised Charter of the Remuneration Committee Please see Section 3.h on page 4 of Pru Life UK’s Audit and Related Party Transactions Committee Terms of Reference (which was effective from 30 March 2017 until 21 June 2017) which is available at the website of Pru Life UK. Audit and Related Party Transactions Committee Terms of Reference dated 30 March 2017 Below is an additional response as of 23 June 2017. Please also see Section 3.h on page 4 of Pru Life UK’s Audit and Related Party Transactions Committee Terms of Reference (which became effective on 22 June 2017) which is available at the website of Pru Life UK. Audit and Related Party Transactions Committee Terms of Reference dated 22 June 2017 |
|
|
|
|
E.3.8 |
Is the company secretary trained in legal, accountancy or company secretarial practices? |
WORLDBANK PRINCIPLE 6 (VI.D.2.12) Do company boards have a professional and qualified company secretary? |
Y |
Please see the profile of the company secretary of Pru Life UK which is available in the website of Pru Life UK. |
|
|
|
|
|
Board Appointments and Re-election |
|
|
|
|||
|
E.3.9 |
Does the company disclose the criteria used in selecting new directors/commissioners? |
OECD PRINCIPLE II (C) (3) To further improve the selection process, the Principles also call for full disclosure of the experience and background of candidates for the board and the nomination process, which will allow an informed assessment of the abilities and suitability of each candidate. OECD PRINCIPLE VI (D) (5) Ensuring a formal and transparent board nomination and election process. These Principles promote an active role for shareholders in the nomination and election of board members. The board has an essential role to play in ensuring that this and other aspects of the nominations and election process are respected. First, while actual procedures for nomination may differ among countries, the board or a nomination committee has a special responsibility to make sure that established procedures are transparent and respected. Second, the board has a key role in identifying potential members for the board with appropriate knowledge, competencies and expertise to complement the existing skills of the board and thereby improve its value-adding potential for the company. In several countries, there are calls for an open search process extending to a broad range of people. |
Y |
Please see Sections 2, 3 and 4 on pages 1 and 2 of the Board Charter of Pru Life UK which is available at the website of Pru Life UK. Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK. |
|
|
|
|
E.3.10 |
Does the company disclose the process followed in appointing new directors/commissioners? |
|
Y |
Please see Section 4 on page 2 of the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK. Revised Charter of the Nomination Committee Please see Sections 2 and 4 on pages 1 and 2 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK. |
|
|
|
|
E.3.11 |
Are all the directors/commissioners subject to re-election at least once every three years? |
ICGN:2.9.1 Election of directors: Directors should be conscious of their accountability to shareholders, and many jurisdictions have mechanism to ensure that this is in place on an ongoing basis. There are some markets however where such accountability is less apparent and in these each director should stand for election on an annual basis. Elsewhere, directors should stand for election at least once every three years, though they should face evaluation more frequently. WORLDBANK PRINCIPLE 6 (VI.I.18) Can the re-election of board members be staggered over time? (Staggered boards are those where only a part of the board is re-elected at each election, e.g. only 1/3 of directors are re-elected every year.) |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
|
Remuneration Matters |
|
|
|
|||
|
E.3.12 |
Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? |
OECD PRINCIPLE VI (D) (1) Aligning key executive and board remuneration with the longer term interests of the company and its shareholders. In an increasing number of countries, it is regarded as good practice for boards to develop and disclose a remuneration policy statement covering board members and key executives. Such policy statements specify the relationship between remuneration and performance, and include measurable standards that emphasize the longer run interests of the company over short term considerations. Policy statements generally tend to set conditions for payments to board members for extra-board activities, such as consulting. They also often specify terms to be observed by board members and key executives about holding and trading the stock of the company, and the procedures to be followed in granting and re-pricing of options. In some countries, policy also covers the payments to be made when terminating the contract of an executive. |
N |
|
|
|
|
|
E.3.13 |
Is there disclosure of the fee structure for non-executive directors/commissioners? |
UK CODE (JUNE 2010) D.1.3 Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Disclosure of fee structure for non-executive directors allows shareholders to assess if these directors are remunerated in an appropriate manner, for example, whether they are paid for taking on additional responsibilities and contributions, such as chairing committees. |
N |
|
|
|
|
|
E.3.14 |
Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
OECD PRINCIPLE VI. (D4) The Board should fulfill certain key functions including aligning key executive and board remuneration with the longer term interests of the company and its shareholders. ICGN 2.3 (D) and (E)
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
E.3.15 |
Do independent non-executive directors/commissioners receive options, performance shares or bonuses? |
UK CODE (JUNE 2010) (D.1.3) Levels of remuneration for non-executive directors should reflect the time commitment and responsibilities of the role. Remuneration for non-executive directors should not include share options or other performance-related elements. |
N |
|
|
|
|
|
|
Internal Audit |
|
|
|
|||
|
E.3.16 |
Does the company have a separate internal audit function? |
OECD PRINCIPLE VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Ensuring integrity of the essential reporting and monitoring systems will require the board to set and enforce clear lines of responsiblity and accountability throughout the organisation. The board will also need to ensure that there is appropriate oversight by senior management. One way of doing this is through an internal audit system directly reporting to the board. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 While this is a default item, please be advised that the internal audit of Pru Life UK is headed by the Group-wide Internal Audit of Prudential plc, the ultimate parent company of Pru Life UK. |
|
|
|
|
E.3.17 |
Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? |
Companies often disclose that they have an internal audit but, in practice, it is not uncommon for it to exist more in form than in substance. For example, the in-house internal audit may be assigned to someone with other operational responsibilities. As internal audit is unregulated, unlike external audit, there are firms providing outsourced internal audit sevices which are not properly qualified to do so. Making the identity of the head of internal audit or the external service provider public would provide some level of safeguard that the internal audit is substantive. |
Y |
The internal audit of Pru Life UK is handled by the Group-wide Internal Audit ("GwIA") of Prudential plc, the ultimate parent company of Pru Life UK. The Director of Audit for Asia of GwIA, Kevin Choi, heads the internal audit of Pru Life UK. |
|
|
|
|
E.3.18 |
Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
OECD PRINCIPLE VI (D) 7 In some jurisdictions, it is considered good practice for the internal auditors to report to an independent Audit Committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. WORLDBANK PRINCIPLES 6 (VI.D.7.9) Does the internal auditors have direct and unfettered access to the board of directors and its independent Audit Committee? ASX Principles on CG “... companies should consider a second reporting line from the internal audit function to the board or relevant committee.” Under the ASX Principles, it is also recommended that the Audit Committee has access to internal audit without the presence of management, and that “the audit committee should recommend to the board the appointment and dismissal of a chief internal audit executive.” |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
|
|
Risk Oversight |
|
|
|
|||
|
E.3.19 |
Does the company disclose the internal control procedures/risk management systems it has in place? |
OECD PRINCIPLES 6 (VI) (D) (7) Ensuring integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. |
Y |
Please see the section in the 2016 Annual Report entitled"Risk Management (Key Risks)". |
|
|
|
|
E.3.20 |
Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk management systems? |
UK CODE (JUNE 2010) C.2.1 The board should, at least annually, conduct a review of the effectiveness of the company’s risk management and internal control systems and should report to shareholders that they have done so. The review should cover all material controls, including financial, operational and compliance controls. |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Compliance and risk management" under the section on"Corporate Governance". |
|
|
|
|
E.3.21 |
Does the company disclose how key risks are managed? |
OECD PRINCIPLE V (A) (6) Foreseeable risk factors. Disclosure of risk is most effective when it is tailored to the particular industry in question. Disclosure about the system for monitoring and managing risk is increasingly regarded as good practice. |
Y |
Please see the section in the 2016 Annual Report entitled"Risk Management (Key Risks)". |
|
|
|
|
E.3.22 |
Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company’s internal controls/risk management systems? |
OECD PRINCIPLE 6 (VI) (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. In some jurisdictions, it is considered good practice for the internal auditors to report to an independent audit committee of the board or an equivalent body which is also responsible for managing the relationship with the external auditor, thereby allowing a coordinated response by the board. It should also be regarded as good practice for this committee, or equivalent body, to review and report to the board the most critical accounting policies which are the basis for financial reports. However, the board should retain final responsibility for ensuring the integrity of the reporting systems. Some countries have provided for the chair of the board to report on the internal control process. |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Compliance and risk management" under the section on"Corporate Governance". |
|
|
|
|
E.4 People on the Board |
|
|
|
||||
|
|
Board Chairman |
|
|
|
|||
|
E.4.1 |
Do different persons assume the roles of chairman and CEO? |
OECD PRINCIPLE VI (E) The board should be able to exercise objective independent judgement on corporate affairs. In a number of countries with single tier board systems, the objectivity of the board and its independence from management may be strengthened by the separation of the role of chief executive and chairman, or, if these roles are combined, by designating a lead non-executive director to convene or chair sessions of the outside directors. Separation of the two posts may be regarded as good practice, as it can help to achieve an appropriate balance of power, increase accountability and improve the board’s capacity for decision making independent of management. |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section of"Corporate Governance" and the section in the 2016 Annual Report entitled"Corporate Officers". Please see the profile of the Chairman of the Board of Directors of Pru Life UK which is available in the website of Pru Life UK. Pru Life UK Board of Directors Please see the profile of the Chief Executive Officer of Pru Life UK which is available in the website of Pru Life UK. |
|
|
|
|
E.4.2 |
Is the chairman an independent director/commissioner? |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section of"Corporate Governance". |
|
|
|
|
|
E.4.3 |
Has the chairman been the company CEO in the last three years? |
N |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section of"Corporate Governance". |
|
|
|
|
|
E.4.4 |
Are the role and responsibilities of the chairman disclosed? |
ICGN: 2.5 Role of the Chair The chair has the crucial function of setting the right context in terms of board agenda, the provision of information to directors, and open boardroom discussions, to enable the directors to generate the effective board debate and discussion and to provide the constructive challenge which the company needs. The chair should work to create and maintain the culture of openness and constructive challenge which allows a diversity of views to be expressed. The chair should be available to shareholders for dialogue on key matters of the company's governance and where shareholders have particular concerns. |
Y |
Please see Section 4 on page 2 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK. |
|
|
|
|
|
Skill and Competencies |
|
|
|
|||
|
E.4.5 |
Does at least one non-executive director/commissioners have prior working experience in the major sector that the company is operating in? |
ICGN: 2.4.3 Independence Alongside appropriate skill, competence and experience, and the appropriate context to encourage effective behaviours, one of the principal features of a well-governed corporation is the exercise by its board of directors of independent judgment, meaning judgment in the best interests of the corporation, free of any external influence on any individual director, or the board as a whole. In order to provide this independent judgment, and to generate confidence that independent judgment is being applied, a board should include a strong presence of the independent non-executive directors with appropriate competencies including key industry sector knowledge and experience. There should be at least a majority of independent directors on each board. |
Y |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section of"Corporate Governance". Please see the respective profiles of Henry Joseph Herrera, Stephen Paul Bickell and Azim Khursheid Ahmed Mithani, Pru Life UK’s non-executive directors who have prior working experience in the insurance industry, which are available at the website of Pru Life UK. Pru Life UK Board of Directors
|
|
|
|
|
E.4.6 |
Does the company disclose a board of directors/commissioners diversity policy? |
ASX Code Recommendation 3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. Regulations and codes of corporate governance in many developed markets now incorporate board diversity as a consideration in board composition. |
Y |
Please see Section 14 on page 6 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK.
Please see Section 5 on page 2 of the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK.
|
|
|
|
|
E.5 Board Performance |
|
|
|
||||
|
|
Directors Development |
|
|
|
|||
|
E.5.1 |
Does the company have orientation programmes for new directors/commissioners? |
This item is in most corporate codes of corporate governance. |
Y |
Please see Section 15 on page 6 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
|
|
E.5.2 |
Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? |
OECD PRINCIPLE VI (E) (3) Board members should be able to commit themselves effectively to their responsibilities. In order to improve board practices and the performance of its members, an increasing number of jurisdictions are now encouraging companies to engage in board training and voluntary self-evaluation that meets the needs of the individual company. This might include that board members acquire appropriate skills upon appointment, and thereafter remain abreast of relevant new laws, regulations, and changing commercial risks through in-house training and external courses. |
Y |
Please see Section 16 on page 7 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. Please see the sub-section in the 2016 Annual Report entitled “Training and continuing education programme attended” under the section on “Corporate Governance”. Please note that for the past years as disclosed in previous ACGS reports, the Board has consistently held Board Education Sessions on a yearly basis. |
|
|
|
|
|
CEO/Executive Management Appointments and Performance |
|
|
|
|||
|
E.5.3 |
Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? |
OECD PRINCIPLE VI (D) (3) Selecting compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.
In two tier board systems, the supervisory board is also responsible for appointing the management board which will normally comprise most of the key executives. |
Y |
Please see link below for the Pru Life UK Succession Management Policy. |
|
|
|
|
E.5.4 |
Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
OECD PRINCIPLE VI (D) (2) Monitoring the effectiveness of the company’s governance practices and making changes as needed. Monitoring of governance by the board also includes continuous review of the internal structure of the company to ensure that there are clear lines of accountability for management throughout the organisation. In addition to requiring the monitoring and disclosure of corporate governance practices on a regular basis, a number of countries have moved to recommend or indeed mandate self-assessment by boards of their performance as well as performance reviews of individual board members and the CEO/Chairman. |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “Year 2016 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate Governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2016 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the CEO/President. |
|
|
|
|
|
Board Appraisal |
|
|
|
|||
|
E.5.5 |
Is an annual performance assessment conducted of the board of directors/commissioners? |
OECD PRINCIPLE VI (D) 2 |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “Year 2016 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate Governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2016 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the board of directors. Please see Section 10 on page 4 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK.
|
|
|
|
|
E.5.6 |
Does the company disclose the process followed in conducting the board assessment? |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “Year 2016 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate Governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2016 Annual Performance Assessment Questionnaire which contains the criteria and process followed in conducting the board assessment. |
|
|
|
|
|
E.5.7 |
Does the company disclose the criteria used in the board assessment? |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “Year 2016 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate Governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2016 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the board assessment. |
|
|
|
|
|
|
Director Appraisal |
|
|
|
|||
|
E.5.8 |
Is an annual performance assessment conducted of individual director/commissioner? |
OECD PRINCIPLE VI (D) (2) |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “Year 2016 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate Governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2016 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the individual director. Please see Section 10 on page 4 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK.
|
|
|
|
|
E.5.9 |
Does the company disclose the process followed in conducting the director/commissioner assessment? |
Y |
Please see the sub-section in the 2016 Annual Report entitled “Year 2016 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate Governance”. 2016 Annual Report |
|
|
|
|
|
E.5.10 |
Does the company disclose the criteria used in the director/commissioner assessment? |
Y |
Please see the sub-section in the 2016 Annual Report entitled “Year 2016 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate Governance”. 2016 Annual Report |
|
|
|
|
|
|
Committee Appraisal |
|
|
|
|||
|
E.5.11 |
Is an annual performance assessment conducted of the board of directors/commissioners committees? |
UK CODE (JUNE 2010) B.6 Evaluation: The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors. |
Y |
Please see the Sub-section in the 2016 Annual Report entitled “Year 2016 Annual Performance Assessments of the Board of Directors, the Individual Board Members, the Board Committees, and the Chief Executive Officer” under the Section on “Corporate Governance”. Please see the Certification of the Corporate Secretary on the Annual Performance Assessment which is available on the website of Pru Life UK. Certification on the Annual Performance Assessment Please see Year 2016 Annual Performance Assessment Questionnaire which contains the criteria and process followed in the assessment of the board committees. Please see Section 10 on page 4 of the Board Charter of Pru Life UK which is available on the website of Pru Life UK. |
|
|
|
Penalty
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1(P) |
Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders? |
OECD Principle II (A) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
||||
|
A.2.1(P) |
Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? |
OECD Principle II (G) Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
N |
|
|
A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
||||
|
A.3.1(P) |
Did the company include any additional and unannounced agenda item into the notice of AGM/EGM? |
OECD Principle II (C) 2
|
N |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 23 June 2016 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 22 June 2017. Minutes of the Annual Meeting of the Shareholders (June 23, 2016) Below is an additional response as of 23 June 2017. The above minutes was approved in the Annual Meeting of the Shareholders held on 22 June 2017. Please see the Notice of the Annual Meeting of the Shareholders held on 23 June 2016. |
|
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
|
Did the company fail to disclose the existence of: |
|||
|
A.4.1(P) |
Shareholders agreement? |
OECD Principle II (D) |
N |
No such Shareholders Agreement exists. |
|
A.4.2(P) |
Voting cap? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.4.3(P) |
Multiple voting rights? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
A.5.1(P) |
Is a pyramid ownership structure and/or cross holding structure apparent? |
OECD Principle II (D) Capital structures and arrangements that enable certain shareholders to obtain a degree of controls disproportionate to their equity ownership should be disclosed. Some capital structure allow a shareholder to exercise a degree of control over the corporation disproportionate to the shareholders’s equity ownership in the company. Pyramid structure, cross shareholdings and shares with limited or multiple voting rights can be used to diminish the capability of noncontrolling shareholders to influence corporate policy. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
B.1 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.1.1(P) |
Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? |
OECD Principle III: The Equitable Treatment of Shareholders (B) Insider trading and abusive dealing should be prohibited. ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. ICGN 8.5 Shareholder rights of action ... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
B.2 Protecting minority shareholders from abusive action |
||||
|
B.2.1(P) |
Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so determine what terms are fair. ICGN 2.11.2 Director conflict of interest Companies should have a process for identifying and managing any conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. ICGN 8.5 Shareholder rights of action Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
C.1.1(P) |
Has there been any violations of any laws pertaining to labour/employment/consumer/insolvency/commercial/competition or environmental issues? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
N |
|
|
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis. |
||||
|
C.2.1(P) |
Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? |
OECD Principle IV (B) Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regularly basis. |
N |
|
|
||||
|
D.1 Sanctions from regulator on financial reports |
||||
|
D.1.1(P) |
Did the company receive a"qualified opinion" in its external audit report? |
OECD Principle V: Disclosure and Transparency (B) Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosures. (C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and the performance of the company in all material respects. |
N |
Please see the 2016 Audited Financial Statements filed before the BIR and the SEC. |
|
D.1.2(P) |
Did the company receive an"adverse opinion" in its external audit report? |
N |
Please see the 2016 Audited Financial Statements filed before the BIR and the SEC. |
|
|
D.1.3(P) |
Did the company receive a"disclaimer opinion" in its external audit report? |
N |
Please see the 2016 Audited Financial Statements filed before the BIR and the SEC. |
|
|
D.1.4(P) |
Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? |
N |
Please see the 2016 Audited Financial Statements filed before the BIR and the SEC. |
|
|
||||
|
E.1 Compliance with listing rules, regulations and applicable laws |
||||
|
E.1.1(P) |
Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules? |
OECD Principle VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. Companies are also well advised to set up internal programmes and procedures to promote compliance with applicable laws, regulations and standards, including statutes to criminalise bribery of foreign officials that are required to be enacted by the OECD Anti-bribery Convention and measures designated to control other forms of bribery and corruption. Moreover, compliance must also relate to other laws and regulations such as those covering securities, competition and work and safety conditions. Such compliance programmes will also underpin the company’s ethical code. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
E.1.2(P) |
Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? |
UK CODE (June 2010) A.4.3 Where directors have concern which cannot be resolved about runnning of the company or a proposed action, they should ensure that their concerns are recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chairman, for circulation to the board, if they have any such concerns. |
N |
|
|
E.2 Board Appraisal |
||||
|
E.2.1(P) |
Does the Company have any independent directors/commissioners who have served for more than nine years or two terms (whichever is higher) in the same capacity? |
OECD Principle V (C) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
N
|
Under Insurance Commission Circular Letter No. 2014-49 dated 11 December 2014 entitled “Term Limits for Independent Directors” (“IDs”), IDs can serve for 5 consecutive years in the Company. After completing the 5 year period, the ID shall be ineligible for re-election in the Company unless the ID has undergone a cooling off period of 2 years. After the 2 year period, the ID can serve for another 5 years in the Company. After serving 10 years, the ID shall be perpetually barred from being re-elected. All previous terms served by the existing ID as of the date of the Circular shall not be counted in determining the above periods. The Company has 2 IDs who are in their 10th year as of 2016, but only on the 2nd year of their first term based on the aforementioned Circular. |
|
E.2.2(P) |
Did the company fail to identity who are the independent director(s)/commissioner(s)? |
ICGN 2.4 Composition and structure of the board ICGN 2.4.1 Skills and experience ICGN 2.4.3 Independence |
N |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section of"Corporate Governance". |
|
E.3 External Audit |
||||
|
E.3.1(P) |
Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)? |
OECD Principle V (D) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
|
Please see the sub-section in the 2016 Annual Report entitled"External auditor" under the section of"Corporate Governance". |
|
E.4 Board Structure and Composition |
||||
|
E.4.1 (P) |
Is any of the direectors a former CEO of the company in the past 2 years? |
|
N |
Please see the sub-section in the 2016 Annual Report entitled"Board of Directors" under the section of"Corporate Governance" which shows that none of the directors served as a former CEO of Pru Life UK. |
Bonus
|
Company Name: Pru Life Insurance Corporation of U.K. |
|
||||
|
|
Question |
|
Y/N |
Reference/Source Document |
|
|
Level 2 Bonus Items |
|
||||
|
|
||||
|
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
|
||||
|
A.1.1(B) |
Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
|
||||
|
B.1 Notice of AGM |
|
||||
|
B.1.1(B) |
Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? |
OECD Principle II (C) (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. OECD Principle III (A) ICGN 8.3.2 Shareholder participation in governance Shareholder should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual basis and also the right to appoint external auditors. ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be faciliatated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. CLSA-ACGA (2010) CG Watch 2010 – Appendix 2. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 The Notice and Agenda of the Annual Shareholders' Meeting to be held on 23 June 2016 was sent on 26 May 2016 or 28 days before the date of the meeting. Notice of the Annual Shareholders' Meeting for 2016 The Notice and Agenda of the Annual Shareholders’ Meeting to be held on 22 June 2017 was sent on 24 May 2017 or 29 days before the date of the meeting. |
|
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected |
|
||||
|
C.1.1(B) |
Does the company practice integrated report on its annual reports? |
International <IR> Framework -DRAFT, IIRC Council |
N |
|
|
|
|
||||
|
D.1 Quality of Annual Report |
|
||||
|
D.1.1(B) |
Are the audited annual financial report/statement released within 60 days from the financial year end? |
OECD Principle V (C) |
N |
|
|
|
D.1.2 (B) |
Does the company disclose details of remuneration of the CEO? |
|
N |
|
|
|
|
||||
|
E.1 Board Competencies and Diversity |
|
||||
|
E.1.1(B) |
Does the company have at least one female independent director/commissioner? |
ICGN 2.4.1 Skills and experience The board should consist of directors with the requisite range of skills, competence, knowledge, experience and approach, as well as a diversity of perspectives, to set the context for appropriate board behaviours and to enable it to discharge its duties and responsibilities effectively. |
N |
|
|
|
E.2 Nominating Committee |
|
||||
|
E.2.1(B) |
Does the Nominating Committee comprise entirely of independent directors/commissioners? |
ICGN 2.4.4 Composition of board committees The members of these key board committees should be solely non-executive directors, and in the case of the audit and remuneration committees, solely independent directors. All members of the nominations committee should be independent from management and at least a majority should be independent from dominant owners. |
Y |
Please see the sub-section in the 2016 Annual Report entitled “The Nomination Committee” under the section on “Corporate Governance” [showing that 3 of the 3 members of the Nomination Committee (i.e. Henry Joseph M. Herrera, Cesar P. Manalaysay, and Romerico S. Serrano) are independent directors]. |
|
|
E.2.2 (B) |
Does the Nominating Comittee undertake the process of identifying the quality of directors aligned with the company’s strategic directions? |
|
Y |
Please see Section 4 in page 2 of the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK. Revised Charter of the Nomination Committee Please see the Certification of the Corporate Secretary on the Qualification of Directors. |
|
|
E.3 Board Appointments and Re-Election |
|
||||
|
E.3.1(B) |
Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? |
WORLDBANK PRINCIPLE 6 (VI.I.21) Are boards known to hire professional search firms when proposing candidates to the board? |
Y |
Please see Section 4 in page 2 of the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK. |
|
|
E.4 Board Structure & Composition |
|
||||
|
E.4.1(B) |
Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners? |
|
N |
|
|
|
E.5 Board Performance |
|
||||
|
E.5.1(B) |
Does the company have a separate level Risk Committee? |
International Financial Corporation’s Global Corporate Governance Forum Publication: When Do Companies Need a Board-level Risk Management Committee? (Volume 31, pp. 11, March 2013) |
Y |
Please see Section 11.D on page 5 of the Board Charter which is available at the website of Pru Life UK. Please see the Charter of the Risk Committee which is available at the website of Pru Life UK.
Please see the Secretary's Certificate on Risk Committee which is available at the website of Pru Life UK. |
|
2015
Part A
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1 |
Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i)declared for interim pidends and (ii) approved by shareholders at general meetings for final pidends? |
OECD Principle II: The Rights of Shareholders and Key Ownership Functions (A) Basic shareholder rights should include the right to, amongst others: (6) share in the profits of the corporation. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Right to participate in decisions concerning fundamental corporate changes. |
||||
|
|
Do shareholders have the right to participate in: |
|
|
|
|
A.2.1 |
Amendments to the company's constitution? |
OECD Principle II
(B) Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: (1) amendments to the statutes, or articles of incorporation or similar governing documents of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.2 |
The authorisation of additional shares? |
OECD Principle II (B): (2) the authorisation of additional shares |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2.3 |
The transfer of all or substantially all assets, which in effect results in the sale of the company? |
OECD Principle II (B):
(3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
||||
|
A.3.1 |
Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
OECD Principle II (C):
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.2 |
Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.3 |
Does the company allow shareholders to elect directors/commissioners individually? |
Y |
Please see item 5 of the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016.
Minutes of the Annual Meeting of Shareholders dated 30 June 2015 |
|
|
A.3.4 |
Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds? |
OECD Principle II (C):
Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
|
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.5 |
Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? |
OECD Principle II (C): (2) Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK is nevertheless compliant with the same. Please see item 6 of the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016. Minutes of the Annual Meeting of Shareholders dated 30 June 2015 |
|
A.3.6 |
Do the minutes of the most recent AGM record questions and answers? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK is nevertheless compliant with the same. Please see item 6 of the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016. Minutes of the Annual Meeting of Shareholders dated 30 June 2015 |
|
|
A.3.7 |
Does the disclosure of the outcome of the most recent AGM include resolution(s)? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016.
Minutes of the Annual Meeting of Shareholders dated 30 June 2015 |
|
|
A.3.8 |
Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016.
Minutes of the Annual Meeting of Shareholders dated 30 June 2015 |
|
|
A.3.9 |
Does the company disclose the list of board members who attended the most recent AGM? |
OECD Principle II (C); and ICGN 2.4.2: All directors need to be able to allocate sufficient time to the board to perform their responsibilities effectively, including allowing some leeway for occasions when greater than usual time demands are made. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016.
Minutes of the Annual Meeting of Shareholders dated 30 June 2015 |
|
A.3.10 |
Did the chairman of the board of directors/commissioners attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016.
Minutes of the Annual Meeting of Shareholders dated 30 June 2015 |
|
|
A.3.11 |
Did the CEO/Managing Director/President attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016.
Minutes of the Annual Meeting of Shareholders dated 30 June 2015 |
|
|
A.3.12 |
Did the chairman of the Audit Committee attend the most recent AGM? |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016.
Minutes of the Annual Meeting of Shareholders dated 30 June 2015 |
|
|
A.3.13 |
Did the company organise their most recent AGM in an easy to reach location? |
OECD Principle II (C) |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016.
Minutes of the Annual Meeting of Shareholders dated 30 June 2015
Please see the Notice of the Annual Meeting of the Shareholders held on 30 June 2015.
Notice of Annual Meeting of Shareholders for 2015
Notice of Annual Meeting of Shareholders for 2016
Notice of Annual Meeting of Shareholders for 2016 Annex B
Notice of Annual Meeting of Shareholders for 2016 Annex C |
|
A.3.14 |
Does the company allow for voting in absentia? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.15 |
Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
OECD Principle II (C) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.3.16 |
Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.3.17 |
Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? |
OECD Principle II (C)
(1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 23 June 2016 on 24 June 2016. Minutes of the Annual Shareholders’ Meeting held on 23 June 2016 |
|
A.3.18 |
Do companies provide at least 21 days notice for all resolutions? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 30 June 2015 which was sent to all Shareholders on 9 June 2015, or at least 21 days prior to the said Annual Meeting of the Shareholders.
Notice of Annual Meeting of Shareholders for 2015
Please see the Notice of the Annual Meeting of the Shareholders to be held on 23 June 2016 which was sent to all Shareholders on 26 May 2016, 28 days prior to the said Annual Meeting of the Shareholders.
Notice of Annual Meeting of Shareholders for 2016
Notice of Annual Meeting of Shareholders for 2016 Annex B
Notice of Annual Meeting of Shareholders for 2016 Annex C |
|
|
A.3.19 |
Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 30 June 2015.
Notice of Annual Meeting of Shareholders for 2015
Please see the Notice of the Annual Meeting of the Shareholders to be held on 23 June 2016.
Notice of Annual Meeting of Shareholders for 2016
Notice of Annual Meeting of Shareholders for 2016 Annex B
Notice of Annual Meeting of Shareholders for 2016 Annex C |
|
|
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner. |
||||
|
A.4.1 |
In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? |
OECD Principle II (E): Markets for corporate control should be allowed to function in an efficient and transparent manner.
(1) The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that the investors understand their rights and recourse. Transactions should occur at transparent prices under fair conditions that protect the rights of all shareholders according to their class. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
||||
|
A.5.1 |
Does the Company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company? |
OECD Principle II (F) The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part B
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
B.1 Shares and voting rights |
||||
|
B.1.1 |
Do the company's ordinary or common shares have one vote for one share? |
OECD Principle III
(A) All shareholders of the same series of a class should be treated equally. (1) Within any series of a class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected.
ICGN 8.3.1 Unequal voting rights Companies ordinary or common shares should feature one vote for one share. Pergence from a ‘one-share, one-vote’ standard which gives certain shareholders power which is disproprotionate to their equity ownership should be both disclosed and justified.
|
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.1.2 |
Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website/reports/the stock exchange/the regulator's website)? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2 Notice of AGM |
||||
|
B.2.1 |
Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? |
OECD Principle II (C) Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern shareholder meetings: (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions such as the nomination and election of board members, should be facilitated.
OECD Principle II (A) All shareholders of the same series of a class should be treated equally. (4) Impediments to cross border voting should be eliminated.
ICGN 8.3.2 Shareholder participation in governance Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors in an inipdual basis and also the right to appoint external auditor.
ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be faciliatated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. |
Y |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next AGM on 23 June 2016.
Minutes of Annual Meeting of Shareholders dated 30 June 2015 |
|
B.2.2 |
Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? |
Y |
Please see the Notice of the Annual Meeting of the Shareholders held on 30 June 2015 which was drafted in English which is also the local-language.
Notice of Annual Meeting of Shareholders for 2015
Please see the Notice of the Annual Meeting of the Shareholders to be held on 23 June 2016 which was drafted in English which is also the local-language.
Notice of Annual Meeting of Shareholders for 2016
Notice of Annual Meeting of Shareholders for 2016 Annex B
Notice of Annual Meeting of Shareholders for 2016 Annex C |
|
|
|
Does the notice of AGM/circulars have the following details: |
|
|
|
|
B.2.3 |
Are the profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/reelection included? |
Y |
Please see the Notice and Agenda of the Annual Meeting of the Shareholders held on 30 June 2015.
Notice of Annual Meeting of Shareholders for 2015
Please see the Notice and Agenda of the Annual Meeting of the Shareholders to be held on 23 June 2016.
Notice of Annual Meeting of Shareholders for 2016
Notice of Annual Meeting of Shareholders for 2016 Annex B
Notice of Annual Meeting of Shareholders for 2016 Annex C |
|
|
B.2.4 |
Are the auditors seeking appointment/re-appointment clearly identified? |
Y |
Please see the Notice and Agenda of the Annual Meeting of the Shareholders held on 30 June 2015.
Notice of Annual Meeting of Shareholders for 2015 |
|
|
B.2.5 |
Has an explanation of the pidend policy been provided? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.6 |
Is the amount payable for final pidends disclosed? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.2.7 |
Were the proxy documents made easily available? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.3 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.3.1 |
Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited
ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure inpiduals do not benefit from knowledge which is not generally available to the market. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.3.2 |
Are the directors and commissioners required to report their dealings in company shares within 3 business days? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4 Related party transactions by directors and key executives. |
||||
|
B.4.1 |
Does the company have a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest? |
OECD Principle III (C) Members of the board and key executives should be required to disclose to the board whether they, directly or indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation.
ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair.
ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Inpidual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest. |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
B.4.2 |
Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? |
Y |
Please refer to Pru Life UK's Related Party Transactions Policy using the link below. Related Party Transactions Policy Please also refer to item E of Section 11 of the Pru Life UK Board Charter. Board Charter Please refer to the Certification of the Corporate Secretary on the creation of the Related Party Transactions Committee. Certification of the Corporate Secretary on the Related Party Transactions Committee |
|
|
B.4.3 |
Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.4.4 |
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates? |
Y |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
B.5 Protecting minority shareholders from abusive actions |
||||
|
B.5 Protecting minority shareholders from |
||||
|
B.5.1 |
Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies? |
OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (2) Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress. |
N |
Please see pages 48 to 49 of the 2015 Audited Financial Statements filed before the BIR and the SEC. 2015 Audited Financial Statements |
|
B.5.2 |
Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? |
Y |
Please refer to Pru Life UK's Related Party Transactions Policy using the link below.
|
|
Part C
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
|
Does the company disclose a policy that: |
|
|
|
|
C.1.1 |
Stipulates the existence and scope of the company’s efforts to address customers’ welfare? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. In all OECD countries, the rights of stakeholders are established by law (e.g. labour, business, commercial and insolvency laws) or by contractual relations. Even in areas where stakeholder interests are not legislated, many firms make additional commitments to stakeholders, and concern over corporate reputation and corporate performance often requires the recognition of broader interests.
Global Reporting Initiative: Sustainability Report (C.1.1 – C.1.5) International Accounting Standards 1: Presentation of Financial Statements |
Y |
Please see below the Customer Health, Safety and Welfare Policies of Pru Life UK. Customer Health, Safety and Welfare Policies |
|
C.1.2 |
Explains supplier/contractor selection practice? |
Y |
Please see below the Outsourcing Policies and Procedures of Pru Life UK: Outsourcing and Third Party Policies and Procedures |
|
|
C.1.3 |
Describes the company’s efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Group Environment Policy of Prudential plc. Please see the link below. Environmental Policy and Activities Code of Business Conduct |
|
|
C.1.4 |
Elaborates the company’s efforts to interact with the communities in which they operate? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct and Community Investment Policy Prudential plc. Please see the link below. Code of Business Conduct Community Investment Policy Further, Pru Life UK has sustainable initiatives focused on three key pillars: Children, Education, and Disaster Preparedness and Recovery. Pru Life UK has flagship programmes under each pillar, in partnership with local and international non-governmental organizations (NGOs), in line with and in support of the regional strategy and direction of its unified charitable arm, Prudence Foundation. The foregoing can be accessed through the corporate social responsibility (CSR) section of the website of Pru Life UK which is available at the link below. Pru Life UK Corporate Social Responsibility |
|
|
C.1.5 |
Describe the company’s anti-corruption programmes and procedures? |
Y |
Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Anti-bribery and Corruption Policy of Prudential plc. Please see the link below. Anti-Bribery and Corruption Policy and Activities |
|
|
C.1.6 |
Describes how creditors’ rights are safeguarded? |
Y |
Please see attached disclosure of the protection of creditors' rights. Creditor's Rights and Activities |
|
|
|
Does the company disclose the activities that it has undertaken to implement the above mentioned policies? |
|
|
|
|
C.1.7 |
Customer health and safety |
OECD Principle IV (A) & Global Reporting Initiative |
Y |
Please see pages 10 to 11 of the Customer Health, Safety and Welfare Policies of Pru Life UK which provide the activities Pru Life UK has undertaken to implement said policies. Customer Health, Safety and Welfare Policies |
|
C.1.8 |
Supplier/Contractor selection and criteria |
Y |
Please see below the Outsourcing Policies and Procedures of Pru Life UK: Outsourcing and Third Party Policies and Procedures
|
|
|
C.1.9 |
Environmentally-friendly value chain |
Y |
Please see attached the activities implemented by Pru Life UK for the year 2015 to promote an environment-friendly value chain. Environmental Policy and Activities |
|
|
C.1.10 |
Interaction with the communities |
Y |
Please see the links to the following press releases: Pru Life UK, Cha-Ching broaden financial literacy reach in 2015 with new partners, two-day world tour Pru Life UK advocates sports development for the youth through"Football for a Better Life 2015" Pru Life UK reaps seven honors at the Philippine Quill Awards 2014 Pru Life UK's financial literacy lessons beef up summer workshops at Galileo learning centers Pru Life UK's"Little Azkals: Pursuit of the World Cup Dream" wins Silver Anvil Pru Life UK Football for a Better Life completes third leg in Negros Occidental Pru Life UK prepares school parnters for new school year through Brigada Eskwela 2015 Pru Life UK wins Silver distinctions in the 2015 Asia-Pacific Stevie® Awards Pru Life UK, Cha-Ching jumpstart new school year with financial literacy training for teachers Pru Life UK wins international Gold Quill for Safe Steps disaster preparedness initiative Pru Life UK, TV5 join forces for disaster preparedness education in schools Pru Life UK, OWWA draw biggest gathering of OFW kids for Cha-Ching money-smart program Pru Life UK, Prudence Foundation lead turnover of disaster-resilient homes Pru Life UK and Baliuag University forge partnership ti instill financial literacy for the youth through Cha-Ching Pru Life UK Football for a Better Life culminates tournament in Taguig Pru Life UK, Cha-Ching empower educators through second financial literacy conference Pru Life UK, APFI strengthen commitment to literacy with Cha-Ching Mobile Classroom |
|
|
C.1.11 |
Anti-corruption programmes and procedures |
Y |
Please see attached the activities that Pru Life UK has undertaken to implement its Anti-Bribery and Corruption Policy. Anti-Bribery and Corruption Policy and Activities |
|
|
C.1.12 |
Creditors' rights |
Y |
Please see attached the activities implemented by Pru Life UK for the year 2015 to protect creditors' rights. Creditor's Rights and Activities |
|
|
C.1.13 |
Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section? |
OECD Principle V (A): Disclosure should include, but not be limited to, material information on: (7) Issues regarding employees and other stakeholders.
Companies are encouraged to provide information on key issues relevant to employees and other stakeholders that may materially affect the long term sustainability of the company. |
Y |
The corporate social responsibility (“CSR”) section of the website of Pru Life UK reports the Company’s CSR activities. The CSR section is available at the link below. Pru Life UK Corporate Social Responsibility |
|
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. |
||||
|
C.2.1 |
Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? |
OECD Principle IV (B): Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
The governance framework and processes should be transparent and not impede the ability of stakeholders to communicate and to obtain redress for the violation of rights. |
Y |
Please see the sub-section in the 2015 Annual Report entitled"Whistle blowing policy" under the section of"Corporate Governance". 2015 Annual Report |
|
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop. |
||||
|
C.3.1 |
Does the company explicitly disclose the health, safety, and welfare policy for its employees? |
OECD Principle IV (C): Performance-enhancing mechanisms for employee participation should be permitted to develop. In the context of corporate governance, performance enhancing mechanisms for participation may benefit companies directly as well as indirectly through the readiness by employees to invest in firm specific skills.
Firm specific skills are those skills/competencies that are related to production technology and/or organizational aspects that are unique to a firm. Examples of mechanisms for employee participation include: employee representation on boards; and governance processes such as works councils that consider employee viewpoints in certain key decisions. With respect to performance enhancing mechanism, employee stock ownership plans or other profit sharing mechanisms are to be found in many countries. |
Y |
Please see below the Health, Safety and Welfare Policies of Pru Life UK for its employees. Policies and Activities on Health and Safety of Employees |
|
C.3.2 |
Does the company publish relevant information relating to health, safety and welfare of its employees? |
|
Please see attached the activities implemented by Pru Life UK for the year 2015 relating to the health, safety and welfare of its employees. Policies and Activities on Health and Safety of Employees |
|
|
C.3.3 |
Does the company have training and development programmes for its employees? |
Y |
Please see attached the training and development programmes provided by Pru Life UK for its employees for the year 2015. Training Programs |
|
|
C.3.4 |
Does the company publish relevant information on training and development programmes for its employees? |
Y |
Please see attached the relevant information on training and development programmes provided by Pru Life UK for its employees for the year 2015. Training Information |
|
|
C.3.5 |
Does the company have a reward/compensation policy that accounts for the performance of the company beyond shortterm financial measures? |
N |
Please see attached disclosure on the Prudential compensation program which accounts for the performance of Pru Life UK and other subsidiaries beyond the short-term financial measures. |
|
|
C.4 Stakeholders including inpidual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
||||
|
C.4.1 |
Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour? |
OECD Principle IV(E): Stakeholders, including inpidual employees and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. |
Y |
Please see attached the policies of Pru Life UK which include the procedures for handling complaints by employees concerning illegal and unethical behaviour. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
C.4.2 |
Does the company have a policy or procedure to protect an employee/person who reveals illegal/unethical behavior from retaliation? |
Y |
Please see attached the policies of Pru Life UK which include the procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation. Policies and Procedures for Complaints against Illegal and Unethical Behavior |
|
Part D
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
D.1 Transparent ownership structure |
||||
|
D.1.1 |
Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? |
OECD Principle V: Disclosure and Transparency (A) Disclosure should include, but not limited to, material information on: (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, and beneficial ownership
ICGN 7.6 Disclosure of ownership ...the disclosure should include a description of the relationship of the company to other companies in the corporate group, data on major shareholders and any other information necessary for a proper understanding of the company’s relationship with its public shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.1.2 |
Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.3 |
Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.4 |
Does the company disclose the direct and indirect (deemed) shareholdings of senior management? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.1.5 |
Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/vehicles (SPEs)/ (SPVs)? |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.2 Quality of Annual Report |
||||
|
|
Does the company's annual report disclose the following items: |
|
|
|
|
D.2.1 |
Key Risks |
OECD Principle V (A): (1) The financial and operating results of the company; (2) Company objectives, including ethics, environment, and other public policy commitments; (3) Major share ownership and voting rights, including group structures, intra-group relations, ownership data, beneficial ownership; (4) Remuneration policy for members of the board and key executives, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board; (6) Foreseeable risk factors, including risk management system; (7) Issues regarding employees and other stakeholders; (8) Governance structure and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.
OECD Principle V (E): Channels for disseminating information should provide equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the section in the 2015 Annual Report entitled"Risk management (Key Risks)". 2015 Annual Report |
|
D.2.2 |
Corporate Objectives |
Y |
Plese see the section in the 2015 Annual Report entitled"Corporate Objectives, Mission, Vision, and Guiding Principles". 2015 Annual Report |
|
|
D.2.3 |
Financial Performance Indicators |
Y |
Please see the section in the 2015 Annual Report entitled"Management's Discussion and Analysis (Financial and Non-Financial Indicators)". 2015 Annual Report |
|
|
D.2.4 |
Non-Financial Performance Indicators |
Y
|
Please see the section in the 2015 Annual Report entitled"Management's Discussion and Analysis (Financial and Non-Financial Indicators)". 2015 Annual Report |
|
|
D.2.5 |
Pidend Policy |
Y |
Please see the sub-section in the 2015 Annual Report entitled"Pidend policy" under the section on"Corporate Governance". 2015 Annual Report |
|
|
D.2.6 |
Details of whistle-blowing policy |
Y |
Please see the sub-section in the 2015 Annual Report entitled"Whistle blowing policy" under the section on"Corporate Governance. 2015 Annual Report |
|
|
D.2.7 |
Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners |
Y |
Please see the sub-section in the 2015 Annual Report entitled"Board of Directors" under the section on"Corporate Governance" 2015 Annual Report |
|
|
D.2.8 |
Training and/or continuing education programme attended by each director/commissioner |
Y |
Please see the sub-section in the 2015 Annual Report entitled “Training and continuing education programme of Directors” under the section on “Corporate Governance”. 2015 Annual Report |
|
|
D.2.9 |
Number of board of directors/commissioners meetings held during the year |
Y |
Please see the sub-section in the 2015 Annual Report entitled “Board meetings” under the section on “Corporate Governance”. 2015 Annual Report |
|
|
D.2.10 |
Attendance details of each director/commissioner in respect of meetings held |
Y |
Please see the sub-section in the 2015 Annual Report entitled “Board meetings” under the section on “Corporate Governance”. 2015 Annual Report |
|
|
D.2.11 |
Details of remuneration of each member of the board of directors/commissioners |
N |
|
|
|
|
Corporate Governance Confirmation Statement |
|
|
|
|
D.2.12 |
Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? |
|
Y |
Please see the sub-section in the 2015 Annual Report entitled “Code of corporate governance” under the section on “Corporate Governance”. 2015 Annual Report |
|
D.3 Disclosure of related party transactions (RPT) |
||||
|
D.3.1 |
Does the company disclose its policy covering the review and approval of material/significant RPTs? |
|
Y |
Please see attached the Related Party Transactions Policy of Pru Life UK. Related Party Transactions Policy |
|
D.3.2 |
Does the company disclose the name of the related party and relationship for each material/significant RPT? |
|
Y |
Please see pages 48 to 49 of the 2015 Audited Financial Statements filed with the BIR and the SEC, paticularly item 25 on Related Party Transactions. 2015 Audited Financial Statements |
|
D.3.3 |
Does the company disclose the nature and value for each material/significant RPT? |
|
Y |
Please see pages 48 to 49 of the 2015 Audited Financial Statements filed with the BIR and the SEC, paticularly item 25 on Related Party Transactions. 2015 Audited Financial Statements
|
|
D.4 Directors and commissioners dealings in shares of the company |
||||
|
D.4.1 |
Does the company disclose trading in the company's shares by insiders? |
OECD Principle V (A): (3) Major share ownership and voting rights
ICGN 3.5 Employees share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities.
ICGN 5.5 Share ownership Every company should have and disclose a policy concerning ownership of shares of the company by senior managers and executive directors with the objective of aligning the interests of these key executives with those of shareholders. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
D.5 External auditor and Auditor Report |
||||
|
D.5.1 |
Are audit fees disclosed? |
OECD Principle V (C): An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects. |
Y |
Please see the sub-section in the 2015 Annual Report entitled “External auditor” under the section on “Corporate Governance”. 2015 Annual Report |
|
|
Where the same audit firm is engaged for both audit and non-audit services, |
|
|
|
|
D.5.2 |
Are the non-audit fees disclosed? |
Y |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section in the 2015 Annual Report entitled “External auditor” under the section on “Corporate Governance”. 2015 Annual Report |
|
|
D.5.3 |
Does the non-audit fees exceed the audit fees? |
Y |
Pru Life UK did not engage its audit firm, R.G. Manabat & Co., for non-audit services. Please see the sub-section in the 2015 Annual Report entitled “External auditor” under the section on “Corporate Governance”. 2015 Annual Report |
|
|
D.6 Medium of communications |
||||
|
|
Does the company use the following modes of communication? |
|
|
|
|
D.6.1 |
Quarterly Reporting |
OECD Principle V (E): Channels for disseminating information should provide for equal, timely and cost-efficient access to relevant information by users. |
Y |
Please see the link to 2015 consolidated quarterly financial statements of Pru Life UK submitted to the Insurance Commission. Please also refer to prior 2015 quarterly filings as attached. Quarterly Financial Statements Quarterly Financial Statements (Cover Sheet) |
|
D.6.2 |
Company Website |
Y |
Please see the link to the official website of Pru Life UK which is used by Pru Life UK as a mode of communication. Pru Life UK Corporate Website |
|
|
D.6.3 |
Analyst's Briefing |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.6.4 |
Media briefings/Press conferences |
Y |
Please see attached the material released during media briefings/press conferences held on 1 April 2016, 4 April 2016, and 12 April 2016. Media Briefing Material Please refer to the Press Release section of the Pru Life UK website which contains press articles from media briefings and press conferences. The Press Releases section is available at the link below. Pru Life UK - Press Releases |
|
|
D.7 Timely filing/release of annual/financial reports |
||||
|
D.7.1 |
Is the audited annual financial report released within 120 days from the financial year end? |
OECD Principle V (C)
OECD Principle V (E) OECD Principle V-A
ICGN 7.2 Timely Disclosure
ICGN 7.3 Affirmation of financial statements The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company’s financial statements of financial accounts. |
Y |
Please see the 2015 Audited Financial Statements received by the Bureau of Internal Revenue (BIR) and the Securities and Exchange Commission (SEC) on 14 April 2016 or on the 105th day from the financial year end. 2015 Audited Financial Statements |
|
D.7.2 |
Is the audited annual report released within 120 days from the financial year end? |
N |
|
|
|
D.7.3 |
Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? |
Y |
The Statement of Management’s Responsibility for Financial Statements which provides for the fair representation of the financial statements of Pru Life UK that are free from material misstatement is signed by the Chairman of the Board (Mr. Henry Joseph M. Herrera), the President and Chief Executive Officer (Mr. Antonio Manuel G. De Rosas), and the Executive Vice President & Chief Financial Officer (Mr. Lee C. Longa) of the Corporation. Please see first page of the 2015 Audited Financial Statements attached below. 2015 Audited Financial Statements |
|
|
D.8 Company Website |
||||
|
|
Does the company have a website disclosing up-to-date information on the following: |
|
|
|
|
D.8.1 |
Business operations |
OECD Principle V (A)
OECD Principle V (E)
ICGN 7.1 Transparent and open communication
ICGN 7.2 Timely disclosure |
Y |
Please see the 2015 Annual Report of Pru Life UK which is available in the website of Pru Life UK. 2015 Annual Report |
|
D.8.2 |
Financial statements/reports (current and prior years) |
Y |
Please see the Annual Reports of Pru Life UK since year 2010 which are available in the website of Pru Life UK. Pru Life UK Annual Reports |
|
|
D.8.3 |
Materials provided in briefings to analysts and media |
Y |
Please see attached the material released during media briefings/press conferences held on 1 April 2016, 4 April 2016, and 12 April 2016. Media Briefing Material Please refer to the Press Release section of the Pru Life UK website which contains press articles from media briefings and press conferences. The Press Releases section is available at the link below. Pru Life UK - Press Releases |
|
|
D.8.4 |
Shareholding structure |
Y |
Please see the section in the 2015 Annual Report entitled “Shareholder Information and Group Corporate Structure”. 2015 Annual Report |
|
|
D.8.5 |
Group corporate structure |
Y |
Please see the section in the 2015 Annual Report entitled “Shareholder Information and Group Corporate Structure”. 2015 Annual Report Please see Pru Life UK’s Group corporate structure which is available in the website of Pru Life UK. Group Structure |
|
|
D.8.6 |
Downloadable annual report |
Y |
Please see the Annual Reports of Pru Life UK since year 2010 which are available in the website of Pru Life UK. Pru Life UK Annual Reports |
|
|
D.8.7 |
Notice of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
D.8.8 |
Minutes of AGM and/or EGM |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 Even if this item is not applicable, Pru Life UK uploaded the Minutes of its Annual Shareholders’ Meeting held on 23 June 2016 on 24 June 2016. Minutes of the Annual Shareholders’ Meeting held on 23 June 2016 |
|
|
D.8.9 |
Company’s constitution (company’s by-laws, memorandum and articles of association) |
Y |
Please see the Amended Articles of Incorporation of Pru Life UK and the Amended By-Laws of Pru Life UK. Amended Articles of Incorporation Amended By-Laws |
|
|
D.9 Investor Relations |
||||
|
D.9.1 |
Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer responsible for investor relations? |
ICGN 7.1 Transparent and open communication |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
Part E
Penalty
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
Y/N |
Reference/Source Document |
|
|
||||
|
A.1 Basic Shareholder Rights |
||||
|
A.1.1(P) |
Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders? |
OECD Principle II (A) |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
||||
|
A.2.1(P) |
Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? |
OECD Principle II (G) Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. |
N |
|
|
A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
||||
|
A.3.1(P) |
Did the company include any additional and unannounced agenda item into the notice of AGM/EGM? |
OECD Principle II (C) 2
|
N |
Please see the draft Minutes of the Annual Meeting of the Shareholders held on 30 June 2015 which is subject for approval of the Shareholders in the next Annual Meeting of the Shareholders to be held on 23 June 2016. Minutes of the Annual Meeting of the Shareholders (June 30, 2016) Please see the Notices of the Annual Meetings of the Shareholders held on 30 June 2015 and to be 23 June 2016. Notice of the Annual Meeting of the Shareholders for 2015 Notice of the Annual Meeting of the Shareholders for 2016 |
|
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
|
Did the company fail to disclose the existence of: |
|||
|
A.4.1(P) |
Shareholders agreement? |
OECD Principle II (D) |
N |
No such Shareholders Agreement exists. |
|
A.4.2(P) |
Voting cap? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.4.3(P) |
Multiple voting rights? |
N |
Under the List of Default Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
|
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. |
||||
|
A.5.1(P) |
Is a pyramid ownership structure and/or cross holding structure apparent? |
OECD Principle II (D) Capital structures and arrangements that enable certain shareholders to obtain a degree of controls disproportionate to their equity ownership should be disclosed.
Some capital structure allow a shareholder to exercise a degree of control over the corporation disproportionate to the shareholders’s equity ownership in the company. Pyramid structure, cross shareholdings and shares with limited or multiple voting rights can be used to diminish the capability of noncontrolling shareholders to influence corporate policy. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
B.1 Insider trading and abusive self-dealing should be prohibited. |
||||
|
B.1.1(P) |
Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? |
OECD Principle III: The Equitable Treatment of Shareholders (B) Insider trading and abusive dealing should be prohibited.
ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company’s own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. ICGN 8.5 Shareholder rights of action ... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
B.2 Protecting minority shareholders from abusive action |
||||
|
B.2.1(P) |
Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years? |
OECD Principle III (B) Insider trading and abusive dealing should be prohibited
ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so determine what terms are fair.
ICGN 2.11.2 Director conflict of interest Companies should have a process for identifying and managing any conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest.
ICGN 8.5 Shareholder rights of action Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct. |
N |
|
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
||||
|
C.1.1(P) |
Has there been any violations of any laws pertaining to labour/employment/consumer/insolvency/commercial/competition or environmental issues? |
OECD Principle IV (A) The rights of stakeholders that are established by law or through mutual agreements are to be respected. |
N |
|
|
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis. |
||||
|
C.2.1(P) |
Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? |
OECD Principle IV (B) Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regularly basis. |
N |
|
|
||||
|
D.1 Sanctions from regulator on financial reports |
||||
|
D.1.1(P) |
Did the company receive a"qualified opinion" in its external audit report? |
OECD Principle V: Disclosure and Transparency (B) Information should be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosures.
(C) An annual audit should be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and the performance of the company in all material respects. |
N |
Please see the 2015 Audited Financial Statements filed before the BIR and the SEC. 2015 Audited Financial Statements |
|
D.1.2(P) |
Did the company receive an"adverse opinion" in its external audit report? |
N |
Please see the 2015 Audited Financial Statements filed before the BIR and the SEC. 2015 Audited Financial Statements |
|
|
D.1.3(P) |
Did the company receive a"disclaimer opinion" in its external audit report? |
N |
Please see the 2015 Audited Financial Statements filed before the BIR and the SEC. 2015 Audited Financial Statements |
|
|
D.1.4(P) |
Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? |
N |
Please see the 2014 and 2015 Audited Financial Statements filed before the BIR and the SEC. 2015 Audited Financial Statements 2014 Audited Financial Statements |
|
|
||||
|
E.1 Compliance with listing rules, regulations and applicable laws |
||||
|
E.1.1(P) |
Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules? |
OECD Principle VI (D) (7) Ensuring the integrity of the corporation’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.
Companies are also well advised to set up internal programmes and procedures to promote compliance with applicable laws, regulations and standards, including statutes to criminalise bribery of foreign officials that are required to be enacted by the OECD Anti-bribery Convention and measures designated to control other forms of bribery and corruption. Moreover, compliance must also relate to other laws and regulations such as those covering securities, competition and work and safety conditions. Such compliance programmes will also underpin the company’s ethical code. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
E.1.2(P) |
Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? |
UK CODE (June 2010) A.4.3 Where directors have concern which cannot be resolved about runnning of the company or a proposed action, they should ensure that their concerns are recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chairman, for circulation to the board, if they have any such concerns. |
N |
|
|
E.2 Board Appraisal |
||||
|
E.2.1(P) |
Does the Company have any independent directors/commissioners who have served for more than nine years? |
OECD Principle V (C) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
Y
|
Two (2) of the Company's independent direectors are on their tenth year. |
|
E.2.2(P) |
Did the company fail to identity who are the independent director(s)/commissioner(s)? |
ICGN 2.4 Composition and structure of the board ICGN 2.4.1 Skills and experience ICGN 2.4.3 Independence |
N |
Please see page 3 of the 2015 Amended General Information Sheet. 2015 Amended General Information Sheet Please see the sub-section in the 2015 Annual Report entitled"Board of Directors" under the section of"Corporate Governance". 2015 Annual Report |
|
E.3 External Audit |
||||
|
E.3.1(P) |
Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)? |
OECD Principle V (D) An annual audit should be conducted by an independent, competent and qualified auditor in order to provide an external objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
Examples of other provisions to underpin auditor independence include, a total ban or severe limitation on the nature of non-audit work which can be undertaken by an auditor for their audit client, mandatory rotation of auditors (either partners or in some cases the audit partnership), a temporary ban on the employment of an ex-auditor by the audited company and prohibiting auditors or their dependents from having a financial stake or management role in the companies they audit. |
|
Please see the sub-section in the 2015 Annual Report entitled"External auditor" under the section of"Corporate Governance". 2015 Annual Report |
|
E.4 Board Structure and Composition |
||||
|
E.4.1 (P) |
Is any of the direectors a former CEO of the company in the past 2 years? |
|
N |
Please see the sub-section in the 2015 Annual Report entitled"Board of Direectors" under the section of"Corporate Governance" which shows that none of the directors served as a former CEO of Pru Life UK. 2015 Annual Report |
Bonus
|
Company Name: Pru Life Insurance Corporation of U.K. |
||||
|
|
Question |
|
Y/N |
Reference/Source Document |
|
Level 2 Bonus Items |
||||
|
||||
|
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
||||
|
A.1.1(B) |
Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? |
OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 |
|
||||
|
B.1 Notice of AGM |
||||
|
B.1.1(B) |
Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? |
OECD Principle II (C) (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.
(3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated.
OECD Principle III (A)
ICGN 8.3.2 Shareholder participation in governance Shareholder should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual basis and also the right to appoint external auditors.
ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be faciliatated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote.
CLSA-ACGA (2010) CG Watch 2010 – Appendix 2. |
N/A |
Under the List of Not Applicable Items under Insurance Circular Letter (CL) No. 2015-23 dated 8 May 2015 The Notice and Agenda of the Annual Shareholders' Meeting to be held on 23 June 2016 was sent on 26 May 2016 or 29 days before the date of the meeting. Notice of the Annual Shareholders' Meeting for 2016 |
|
||||
|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected |
||||
|
C.1.1(B) |
Does the company practice integrated report on its annual reports? |
International <IR> Framework -DRAFT, IIRC Council |
N |
|
|
||||
|
D.1 Quality of Annual Report |
||||
|
D.1.1(B) |
Are the audited annual financial report/statement released within 60 days from the financial year end? |
OECD Principle V (C) |
N |
|
|
D.1.2 (B) |
Does the company disclose details of remuneration of the CEO? |
|
N |
|
|
||||
|
E.1 Board Competencies and Diversity |
||||
|
E.1.1(B) |
Does the company have at least one female independent director/commissioner? |
ICGN 2.4.1 Skills and experience The board should consist of directors with the requisite range of skills, competence, knowledge, experience and approach, as well as a diversity of perspectives, to set the context for appropriate board behaviours and to enable it to discharge its duties and responsibilities effectively. |
N |
|
|
E.2 Nominating Committee |
||||
|
E.2.1(B) |
Does the Nominating Committee comprise entirely of independent directors/commissioners? |
ICGN 2.4.4 Composition of board committees The members of these key board committees should be solely non-executive directors, and in the case of the audit and remuneration committees, solely independent directors. All members of the nominations committee should be independent from management and at least a majority should be independent from dominant owners. |
N |
|
|
E.2.2 (B) |
Does the Nominating Comittee undertake the process of identifying the quality of directors aligned with the company’s strategic directions? |
|
Y |
Please see Section 4 of the Charter of the Nomination Committee which is available at the website of Pru Life UK. Charter of the Nomination Committee |
|
E.3 Board Appointments and Re-Election |
||||
|
E.3.1(B) |
Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? |
WORLDBANK PRINCIPLE 6 (VI.I.21) Are boards known to hire professional search firms when proposing candidates to the board? |
Y |
Please see Section 5 of the Charter of the Nomination Committee which is available at the website of Pru Life UK. Charter of the Nomination Committee Please see Section 14 of the Board Charter which is available at the website of Pru Life UK. Board Charter |
|
E.4 Board Structure & Composition |
||||
|
E.4.1(B) |
Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners? |
|
N |
|
|
E.5 Board Performance |
||||
|
E.5.1(B) |
Does the company have a separate level Risk Committee? |
International Financial Corporation’s Global Corporate Governance Forum Publication: When Do Companies Need a Board-level Risk Management Committee? (Volume 31, pp. 11, March 2013) |
Y |
Please see Section 11.D of the Board Charter which is available at the website of Pru Life UK. Board Charter Please see the Certification of the Corporate Secretary showing the resolution passed by the Board of Direectors in its meeting held on 19 May 2016 creating a Board Risk Committee. Certification of the Corporate Secretary |